The UBC JV  Master Reseller Agreement among THE UBC JV and PARTIES PURCHASING THE PRODUCTS dated as of MARCH 1, 2024MASTER RESELLER AGREEMENT This Reseller Agreement (the "Agreement"), dated March 1, 2024, is entered into by and  between UBC JV., a joint venture comprising 12316421 CANADA INC. and 10574104  CANADA INC. (jointly, the "Supplier"), and the Reseller party identified as such in each  purchase email, ("Reseller", and together with Supplier sometimes may be referred to as  the "Parties", and each, a "Party"). WHEREAS, Supplier is in the business of selling and marketing the Products (as  defined below); and WHEREAS, Reseller is in the business of marketing and reselling the Products; and WHEREAS, Reseller wishes to purchase the Products from Supplier and resell  these Products to End Users (as defined below), subject to the terms and conditions of  this Agreement; and WHEREAS, Supplier wishes to sell the Products to Reseller and appoint Reseller  as a non-exclusive reseller under the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, terms and  conditions set out herein, and for other good and valuable consideration, the receipt and  sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I Definitions Capitalized terms have the meanings set out in this ARTICLE I, or in the Section in which  they first appear in this Agreement. "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry,  audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or  investigation of any nature, civil, criminal, administrative, investigative, regulatory, or  other, whether at law, in equity or otherwise. "Affiliate" of a Person means any other Person that directly or indirectly, through one or  more intermediaries, Controls, is Controlled by, or is under common Control with, this  Person."Claim" means any Action made or brought against a Person entitled to indemnification  under ARTICLE XV.  "Confidential Information" has the meaning set out in Section 13.01. "Control" (and with correlative meanings, the terms "Controlled by" and "under common  Control with") means, regarding any Person, the possession, directly or indirectly, of the  power to direct or cause the direction of the management or policies of another Person, whether through the ownership or voting securities, by contract or otherwise.2 "Effective Date" means the date first set out above. "End User" means the final purchaser that (a) has acquired a Product from Reseller for  (i) its own [and its [Affiliates']] internal use and for possible resale, remarketing or  distribution or (ii) incorporation into its own products. "Governmental Authority" means any federal, provincial, territorial, local or foreign  government or political subdivision thereof, or any agency or instrumentality of the  government or political subdivision, or any self-regulated organization or other non governmental regulatory authority or quasi-governmental authority (to the extent that the  rules, regulations or orders of this organization or authority have the force of Law), or  "HST" means harmonized sales tax, or goods and services tax, imposed under the HST  Act (or any provincial or territorial legislation imposing sales tax, harmonized sales tax or  goods and services tax. "HST Act" means Part IX of the Excise Tax Act (Canada). "Intellectual Property Rights" means all industrial and other intellectual property rights  comprising or relating to: (a) Patents; (b) Trademarks; (c) internet domain names, whether  or not Trademarks, registered by any authorized private registrar or Governmental  Authority, web addresses, web pages, website and URLs; (d) works of authorship,  expressions, designs and design registrations, whether or not copyrightable, including  copyrights and copyrightable works, software and firmware, data, data files, and  databases and other specifications and documentation; (e) industrial designs and  industrial design registrations; (f) Trade Secrets and (g) all industrial and other intellectual  property rights, and all rights, interests and protections that are associated with,  equivalent or similar to, or required for the exercise of, any of the foregoing, however  arising, in each case whether registered or unregistered and including all registrations  and applications for, and renewals or extensions of, these rights or forms of protection  under the Laws of any jurisdiction in any part of the world. "Law" means any statute, ordinance, regulation, rule, code, constitution, treaty, common  law, Governmental Order or other requirement or rule of law of any Governmental  Authority. "Notify" means to give Notice. "Patents" means all patents (including all reissues, divisionals, provisionals,  continuations and continuations-in-part, re-examinations, renewals, substitutions, and  extensions thereof), patent applications, and other patent rights and any other  Governmental Authority-issued indicia of invention ownership (including inventor's  certificates and patent utility models). "Person" means any individual, partnership, corporation, trust, unlimited liability  company, unincorporated organization, association, Governmental Authority, or any other  entity.3 "Personnel" means agents, employees, or subcontractors engaged or appointed by  Supplier or Reseller. "Representatives" means a Party's Affiliates, employees, officers, directors, partners,  shareholders, agents, counsel, third-party advisors, successors, and permitted assigns. "Reseller Contract" means any [material] contract or agreement to which Reseller is a  party or to which any of its material assets are bound. "Supplier's Intellectual Property Rights" means all Intellectual Property Rights owned  by or licensed to Supplier. "Supplier's Trademarks" means all Trademarks owned by or licensed to Supplier. "Taxes" means any commodity tax, including sales, use, excise, value-added, HST,  consumption or other similar tax, including penalties or interest, imposed, levied, or  assessed by any Governmental Authority.  "Trademarks" means all rights in and to Canadian and foreign trademarks, service  marks, trade dress, trade names, business names, brand names, logos, corporate names  and domain names and other similar designations of source, sponsorship, association or  origin, together with the goodwill symbolized by any of the foregoing, in each case  whether registered or unregistered and including all registrations and applications for, and  renewals or extensions of, these rights and all similar or equivalent rights or forms of  protection in any part of the world. "Trade Secrets" means all inventions, discoveries, trade secrets, business and technical  information and know-how, databases, data collections, patent disclosures and other  confidential and proprietary information and all rights therein. ARTICLE II Appointment as Reseller Section 2.01 Non-Exclusive Appointment. Supplier appoints Reseller, and Reseller  accepts the appointment, to act as a non-exclusive reseller of Products to End Users in  accordance with the terms and conditions of this Agreement. Supplier may in its sole  discretion sell the Products to any other Person, including resellers, retailers and End  Users subject to the terms and conditions hereof. ARTICLE III No Franchise Agreement, No Guarantee4 Section 3.01 No Franchise. The Parties are independent contractors and nothing in this  Agreement shall be deemed or constructed as creating a joint venture, partnership,  agency relationship, franchise, or business opportunity between Supplier and Reseller.  Neither Party, by virtue of this Agreement, will have any right, power, or authority to act  or create an obligation, express or implied, on behalf of the other Party. Each Party  assumes responsibility for the actions of their Personnel under this Agreement and will  be solely responsible for their supervision, daily direction and control, wage rates,  withholding income taxes, Canada Pension Plan contributions, employment insurance  premiums, disability benefits, or the manner and means through which the work under  this Agreement will be accomplished. Except as provided otherwise in this Agreement,  Reseller has the sole discretion to determine Reseller's methods of operation, Reseller's  accounting practices, the types and amounts of insurance Reseller carries, Reseller's  Personnel practices, Reseller's advertising and promotion, Reseller's customers and  Reseller's service areas and methods. The relationship created hereby between the  Parties is solely that of supplier and reseller. Section 3.02 No Guarantees. The Parties acknowledge and accept that while the  Product may provide the opportunity to generate income, the Supplier makes no  guarantees regarding financial success that any Reseller or End User may achieve using  the Product. Individual success may vary and depends on various factors, including skill,  effort, market conditions, and the demand for the Product. Any testimonials or examples  of income displayed on websites or other promotional materials are exceptional cases  and do not represent a guarantee of future earnings. Section 3.03 Business Risk. Engaging in any business, including the sale of the  Product, involves inherent risks. Supplier makes no guarantee as to financial results or  that the Product will generate profits of any kind. Parties acknowledge that there are risks  associated with running a business, and assume full responsibility for any outcomes or  losses resulting from use or sale of the Product. Section 3.04 Income Potential. The income potential associated with the Product is  highly subjective and can vary significantly from person to person. Success depends on  various factors, such as marketing strategies, target audience, competition, and economic  conditions. Supplier cannot predict or guarantee your individual results.  ARTICLE IV Terms of Agreement Prevail  This Agreement is expressly limited to the terms of this Agreement. The terms of this  Agreement prevail over any terms or conditions contained in any other documentation  related to the subject matter of this Agreement and expressly exclude any of Reseller's  general terms and conditions issued by Reseller. ARTICLE V General Reseller Performance Obligations5 Section 5.01 Marketing and Reselling Products. Reseller shall, in good faith and at  its own expense: (a) market, advertise, promote, and resell the Products to End Users in  accordance with good business practice; (b) develop and execute a marketing plan sufficient to fulfil its obligations under  this Agreement; (c) observe all of Supplier's reasonable directions and instructions in relation to  the marketing, advertising and promotion of the Products; (d) market, advertise, promote, and resell Products and conduct business in a  manner that at all times reflects favourably on Products and the good name,  goodwill, and reputation of Supplier; (e) only resell any software or accessories sold, bundled or packaged with any  Product on those terms and conditions as Supplier may, from time to time,  require. Section 5.02 Authority to Perform Under this Agreement. Reseller shall, at its own  expense, obtain and maintain required certifications, credentials, licences, and permits  necessary to conduct business in accordance with this Agreement. Section 5.03 Limited End User Support. Following the sale of a Product to any End  User, Reseller shall, at its own expense:  (a) respond to the End Users regarding the general operation and use of the  Product, including: (i) acting as a liaison between the End User and Supplier in matters  requiring Supplier's participation; (ii) providing general Product information and configuration support on  standard protocols and features; and Except as explicitly authorized in this Agreement or in a separate written agreement  with Supplier, Reseller may not service, repair, modify, alter, replace, reverse engineer,  or otherwise change the Products it sells to End Users. Section 5.04Prohibited Acts. Notwithstanding anything to the contrary in this  Agreement, neither Reseller nor Reseller Personnel shall: (a) make any representations, conditions, warranties, guarantees, indemnities,  similar claims, or other commitments:  (i) actually, apparently or ostensibly on behalf of Supplier, or6 (ii) to any End User regarding the Products, which representations,  conditions, warranties, guarantees, indemnities, similar claims, or  other commitments are additional to or inconsistent with any then existing representations, conditions, warranties, guarantees,  indemnities, similar claims, or other commitments in this Agreement  or any written documentation provided by Supplier to Reseller; (b) engage in any unfair, competitive, misleading or deceptive practices  respecting Supplier, Supplier's Trademarks or the Products, including, but  not limited to, the following: (i) offering the Product as part of disparagement or "bait-and-switch"  practice; (ii) Offering any rebates or cashback offers to incentivize purchase of  the Product;  (iii) Offering any discounts to the Product;  (iv) Offering any incentives or bundled offerings of the Product,  including, but not limited to, add on products, “sneak peaks" or  "template" offerings;  (v) Offering any modified version of the Product;  (vi) Use or sell this product in a dime sale event; (vii) Offer for sale, the Product on an auction site (such as eBay.com);  (c) sell, either directly or indirectly, or assign or transfer, any Products to any  Person when Reseller knows or has reason to suspect that the Person may  resell any or all of the Products to a third party where such third party may  breach this Agreement. ARTICLE VI Supplier Performance Obligations Section 6.01Supplier Performance Obligations. During the Term, the Supplier may: (a) provide any information and support that may be reasonably requested by  Reseller regarding the marketing, advertising, promotion, and sale of  Products sold to Reseller under this Agreement; and7 ARTICLE VII Agreement to Purchase and Sell the Products Section 7.01 Terms of the Sale. Supplier shall sell Products to Reseller at the Prices  and on the terms and conditions set out in this Agreement. Section 7.02 Availability; Changes in Products. Supplier may, in its sole discretion: (a) remove Products without Notice to Reseller;  (b) add to the Products without Notice to Reseller; and (c) without Notice to Reseller, effect changes to any Products, in each case, without obligation to modify or change any Products previously delivered or  to supply new Products meeting earlier specifications. ARTICLE VIII Order Procedure Section 8.01Purchase Request. Once Reseller has sold a program to an End User,  the Reseller shall provide invite link to the End User where End User requests access. In  order to be approved, the End User must forward an email receipt to [email protected];  and answer the membership questionnaire (who was course purchased from; did you  forward receipt as required; what is email). Section 8.02 Supplier's Right to Accept or Reject Purchases. Supplier may, in its sole  discretion, accept or reject any purchase request. Supplier may accept any Purchase  request by confirming the order or by making the Products available, whichever occurs  first. ARTICLE IX Price and Payment Section 9.01Price. Reseller shall purchase the Product from Supplier and End User shall  purchase the Products from Reseller at the prices set out in Supplier's reseller price list  in effect as of the date hereof (the "Prices") and Reseller shall only list for sale the  Products for the same price. Section 9.02 Taxes. The Prices are exclusive of all applicable Taxes (including HST and provincial  sales tax). Each Party will be responsible for the payment of and will pay any  applicable taxes, duties, and levies levied on that Party from time to time in relation  to this Agreement.8 ARTICLE X Resale of the Products Section 10.01 Resale Prices. Reseller adopts the resale price set by the Supplier  and terms of this Agreement regarding the Product provided, however, Supplier reserves  the right to establish the minimum prices at which the Products may be resold and  reserves the right to enforce compliance with this Agreement at its sole and absolute  discretion.  ARTICLE XI Compliance with Laws Section 11.01 General Compliance with Laws Representation and Warranty.  Reseller represents and warrants to Supplier that it is in compliance with all Laws and  Reseller Contracts applicable to this Agreement, the Products, and the operation of its  business. Section 11.02 General Compliance with Laws Covenant. Reseller shall at all  times comply with all Laws. ARTICLE XII Intellectual Property Rights Section 12.01 Ownership. Subject to the express rights and licences granted by  Supplier in this Agreement, Reseller acknowledges and agrees that:  (a) any and all Supplier's Intellectual Property Rights are the sole and exclusive  property of Supplier or its licensors;  (b) Reseller shall not acquire any ownership interest in any of Supplier's  Intellectual Property Rights under this Agreement; (c) any goodwill derived from the use by Reseller of Supplier's Intellectual  Property Rights enures to the benefit of Supplier or its licensors, as the case  may be; (d) if Reseller acquires any Intellectual Property Rights in or relating to any  product (including any Product) purchased under this Agreement (including  any rights in any Trademarks, derivative works or patent improvements  relating thereto), by operation of law, or otherwise, these rights are deemed  and are hereby irrevocably assigned to Supplier or its licensors, as the case  may be, without further action by either Party; and (e) Reseller shall use Supplier's Intellectual Property Rights solely for the  purposes of performing its obligations under this Agreement and only in  accordance with this Agreement and the instructions of Supplier.9 Section 12.02 Supplier's Trademark Licence Grant. This Agreement does not  grant either Party the right to use the other Party's or their Affiliates' Trademarks except  as set out under this Section 12.02. Subject to the terms and conditions of this Agreement,  Supplier hereby grants to Reseller a non-exclusive, non-transferable and non sublicensable licence to use Supplier's Trademarks solely on or in connection with the  promotion, advertising and resale of the Products in accordance with the terms and  conditions of this Agreement. Reseller will promptly discontinue the display or use of any  Trademark to change the manner in which a Trademark is displayed or used with regard  to the Products when requested by Supplier. Other than the express licences granted by  this Agreement, Supplier grants no right or licence to Reseller, by implication, estoppel or  otherwise, to the Products or any Intellectual Property Rights of Supplier. Section 12.03 Prohibited Acts. Reseller shall not: (a) take any action that interferes with any of Supplier's rights in or to Supplier's  Intellectual Property Rights, including Supplier's ownership or exercise  thereof; (b) challenge any right, title or interest of Supplier in or to Supplier's Intellectual  Property Rights; (c) make any claim or take any action adverse to Supplier's ownership of  Supplier's Intellectual Property Rights; (d) register or apply for registrations, anywhere in the world, for Supplier's  Trademarks or any other Trademark that is similar to Supplier's Trademarks  or that incorporates Supplier's Trademarks in whole or in confusingly similar  part; (e) use any mark, anywhere, that is confusingly similar to Supplier's  Trademarks; (f) engage in any action that tends to disparage, dilute the value of, or reflect  negatively on the products purchased under this Agreement (including  Products) or any Supplier Trademark;  (g) misappropriate any of Supplier's Trademarks for use as a domain name  without prior written consent from Supplier; and (h) alter, obscure, or remove any of Supplier's Trademarks or trademark or  copyright notices or any other proprietary rights notices placed on the  products purchased under this Agreement (including Products), marketing  materials or other materials that Supplier may provide. Section 12.04 Supplier's Trademark Notices. Reseller shall ensure that all  Products sold by Reseller and all related quotations, specifications, and descriptive  literature, and all other materials carrying Supplier's Trademark, are marked with the  appropriate trademark notices.10 ARTICLE XIII Confidentiality Section 13.01 Protection of Confidential Information. From time to time,  Supplier (as "Disclosing Party") may disclose or make available to Reseller (as  "Receiving Party") information about its business affairs, goods and services,  confidential information and materials comprising or relating to Intellectual Property  Rights, Trade Secrets, third-party confidential information, personal information of End  Users and other sensitive or proprietary information; such information, as well as the  terms of this Agreement, whether orally or in written, electronic or other form or media,  and whether or not marked, designated or otherwise identified as "confidential"  constitutes "Confidential Information" hereunder. Confidential Information excludes  information that, at the time of disclosure and as established by documentary evidence:  (a) is or becomes generally available to and known by the public other than as  a result of, directly or indirectly, any breach of this ARTICLE XIII by  Receiving Party or any of its Representatives; (b) is or becomes available to Receiving Party on a non-confidential basis from  a third-party source; provided that such third party is not and was not  prohibited from disclosing such Confidential Information;  (c) was known by or in the possession of Receiving Party or its Representatives  before being disclosed by or on behalf of Disclosing Party; (d) was or is independently developed by Receiving Party without reference to  or use of, in whole or in part, any of Disclosing Party's Confidential  Information; or  (e) must be disclosed under applicable Law.  Receiving Party shall of such Confidential Information: (i) protect and safeguard the confidentiality of Disclosing Party's  Confidential Information with at least the same degree of care as  Receiving Party would protect its own Confidential Information, but  in no event with less than a commercially reasonable degree of care;  (ii) not use Disclosing Party's Confidential Information, or permit it to be  accessed or used, for any purpose other than to exercise its rights or  perform its obligations under this Agreement; and  (iii) not disclose any such Confidential Information to any Person, except  to Receiving Party's Representatives who must know the  Confidential Information to assist Receiving Party, or act on its  behalf, to exercise its rights or perform its obligations under this  Agreement. 11 Receiving Party shall be responsible for any breach of this ARTICLE XIII caused  by any of its Representatives. The provisions of this ARTICLE XIII shall survive  termination or expiration of this Agreement for any reason for a period of one (1)  year after such termination or expiration.  In the event of any conflict between the terms and provisions of this ARTICLE XIII and those of any other provision in this Agreement, the terms and provisions of  this ARTICLE XIII will prevail. ARTICLE XIV Representations and Warranties Section 14.01 Reseller's Representations and Warranties. Reseller represents  and warrants to Supplier that: (a) it is duly licensed or registered to carry on business in every jurisdiction in  which such qualification is required for purposes of this Agreement; (b) it has all necessary power and capacity to enter into this Agreement, to  grant the rights and licences granted under this Agreement and to perform  its obligations under this Agreement; Section 14.02 Warranty Limitations. Limited Warranties do not apply where the  Product: (a) has been subjected to abuse, misuse, neglect, negligence, accident,  improper testing, improper installation, improper storage, improper  handling, abnormal physical stress, abnormal environmental conditions or  use contrary to any instructions issued by Supplier; (b) has been reconstructed, repaired or altered by Persons other than Supplier  or its authorized Representative; or (c) has been used with any Third-party Product, hardware or product that has  not been previously approved in writing by Supplier. Section 14.03 Warranties Disclaimer; Non-Reliance. EXCEPT FOR THE  LIMITED EXPRESS WARRANTIES, (A) NEITHER SUPPLIER NOR ANY PERSON ON  SUPPLIER'S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED  REPRESENTATION, CONDITION OR WARRANTY WHATSOEVER, INCLUDING ANY  CONDITIONS OR WARRANTIES OF: (i) MERCHANTABILITY; OR (ii) FITNESS FOR A  PARTICULAR PURPOSE; OR (iii) TITLE; OR (iv) NON-INFRINGEMENT; OR (v)  PERFORMANCE OF PRODUCTS TO STANDARDS SPECIFIC TO THE END USER  REQUIREMENTS OR EXPECTATIONS, WHETHER ARISING BY LAW, COURSE OF  DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL  OF WHICH ARE EXPRESSLY DISCLAIMED AND (B) RESELLER ACKNOWLEDGES  THAT IT HAS NOT RELIED ON ANY REPRESENTATION, CONDITION OR 12 WARRANTY MADE BY SUPPLIER, OR ANY OTHER PERSON ON SUPPLIER'S  BEHALF. Section 14.04 Third-Party Products. Reseller acknowledges and agrees that  Products purchased by Reseller under this Agreement may not contain, nor be contained  in, nor incorporated into, attached to or packaged together with the products  manufactured by a third party (the "Third-Party Products"). Third-Party Products are not  covered by the Limited Warranty. For the avoidance of doubt, Supplier makes no  representations, conditions, or warranties regarding any Third-Party Products. ARTICLE XV Indemnification Section 15.01 Reseller General Indemnification. Subject to the terms and  conditions of this Agreement, Reseller (as "Reseller Indemnifying Party") shall  indemnify, hold harmless, and defend Supplier and its parent, officers, directors, partners,  shareholders, employees, agents, affiliates, successors and permitted assigns  (collectively, "Supplier Indemnified Party") against any and all losses, damages,  liabilities, deficiencies, claims, Actions, judgments, settlements, interest, awards,  penalties, fines, costs, or expenses of whatever kind, including legal fees, disbursements  and charges, fees and the costs of enforcing any right to indemnification under this  Agreement and the cost of pursuing any insurance providers, (collectively, the "Losses"),  arising out of or relating to any Claim of a third party: (a) relating to a breach or non-fulfilment of any representation, condition,  warranty or covenant under/representation, condition or warranty set out in  this Agreement by Reseller Indemnifying Party or Reseller Indemnifying  Party's Personnel; (b) alleging or relating to any negligent act or omission of Reseller Indemnifying  Party or its Personnel (including any recklessness or willful misconduct) in  connection with the performance of its obligations under this Agreement;  (c) relating to a purchase of a Product by any Person purchasing directly or  indirectly through Reseller Indemnifying Party and not directly relating to a  claim of Limited Warranty breach. ARTICLE XVI Limitation of Liability Section 16.01 No Liability for Consequential or Indirect Damages. IN NO  EVENT IS SUPPLIER OR ITS REPRESENTATIVES LIABLE FOR CONSEQUENTIAL,  INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR AGGRAVATED  DAMAGES ARISING OUT OF OR RELATING TO ANY BREACH OF THIS  AGREEMENT, REGARDLESS OF: (A) WHETHER THE DAMAGES WERE  FORESEEABLE; (B) WHETHER OR NOT RESELLERWAS ADVISED OF THE  POSSIBILITY OF THE DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY 13 (CONTRACT, TORT, OR OTHERWISE) ON WHICH THE CLAIM IS BASED, AND  NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS  ESSENTIAL PURPOSE. Section 16.02 Maximum Liability for Damages. IN NO EVENT SHALL  SUPPLIER'S LIABILITY FOR EACH CLAIM ARISING OUT OF OR RELATED TO THIS  AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF  CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED ONE (1)  TIMES THE TOTAL OF THE AMOUNTS PAID TO SUPPLIER UNDER THIS  AGREEMENT. THE FOREGOING LIMITATIONS APPLY EVEN IF THE SUPPLIER'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. ARTICLE XVII Miscellaneous Section 17.01 Entire Agreement. (a) Subject to ARTICLE IV, this Agreement constitutes the sole and entire  agreement of the Parties with respect to the subject matter contained herein  and therein, and supersedes all prior and contemporaneous  understandings, agreements, representations, conditions and warranties,  both written and oral, regarding such subject matter. Section 17.02 Notice. Each Party shall deliver all notices, requests, consents,  claims, demands, waivers and other communications under this Agreement (each, a  "Notice") in writing and addressed to the other Party at the email address last used by  them.  Section 17.03 Interpretation. For purposes of this Agreement: (a) the words  "include," "includes" and "including" are deemed to be followed by the words "without  limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby,"  "hereto," and "hereunder" refer to this Agreement as a whole; (d) words denoting the  singular have a comparable meaning when used in the plural, and vice-versa; and (e)  words denoting any gender include all genders. Unless the context otherwise requires,  references in this Agreement: (x) to sections, exhibits, schedules, attachments and  appendices mean the sections of, and exhibits, schedules, attachments and appendices  attached to, this Agreement; (y) to an agreement, instrument or other document means  the agreement, instrument or other document as amended, supplemented and modified  from time to time to the extent permitted by the provisions thereof; and (z) to a statute  means the statute as amended from time to time and includes any successor legislation  thereto and any regulations promulgated thereunder. The Parties drafted this Agreement  without regard to any presumption or rule requiring construction or interpretation against  the Party drafting an instrument or causing any instrument to be drafted. The exhibits,  schedules, attachments and appendices referred to herein are an integral part of this  Agreement to the same extent as if they were set out verbatim herein. Except as  otherwise expressly provided in this Agreement, all dollar amounts referred to in this  Agreement are stated in Canadian currency.14 Section 17.04 Headings. The headings in this Agreement are for reference only  and do not affect the interpretation of this Agreement. Section 17.05 Severability. If any term or provision of this Agreement is invalid,  illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability  does not affect any other term or provision of this Agreement or invalidate or render  unenforceable such term or provision in any other jurisdiction. Section 17.06 Amendment and Modification. The Supplier may amendment or  modify this Agreement in writing at any point in time at its sole and absolute discretion.  Section 17.07 Waiver. (a) No waiver under this Agreement is effective unless it is in writing and signed  by the Party waiving its right. (b) Any waiver authorized on one occasion is effective only in that instance and  only for the purpose stated and does not operate as a waiver on any future  occasion. (c) None of the following constitutes a waiver or estoppel of any right, remedy,  power, privilege, or condition arising from this Agreement: (i) any failure or delay in exercising any right, remedy, power or  privilege, or in enforcing any condition under this Agreement; or (ii) any act, omission, or course of dealing between the Parties. Section 17.08 Cumulative Remedies. All rights and remedies provided in this  Agreement are cumulative and not exclusive, and the exercise by either Party of any right  or remedy does not preclude the exercise of any other rights or remedies that may now  or later be available at Law, in equity, in any other agreement between the Parties or  otherwise.  Section 17.09 Equitable Remedies. Reseller acknowledges and agrees that (a) a  breach or threatened breach by such Party of any of its obligations under ARTICLE XIII would give rise to irreparable harm to the other Party for which monetary damages would  not be an adequate remedy and (b) in the event of a breach or a threatened breach by  Reseller of any of these obligations, Supplier shall, in addition to any and all other rights  and remedies that may be available to Supplier at Law, at equity or otherwise in respect  of this breach, be entitled to equitable relief, including a temporary restraining order, an  injunction, specific performance, and any other relief that may be available from a court  of competent jurisdiction, without any requirement to post a bond or other security, and  without any requirement to prove actual damages or that monetary damages do not afford  an adequate remedy. Section 17.10 Assignment. Reseller may not assign any of its rights or delegate  any of its obligations under this Agreement without the prior written consent of Supplier. 15 Section 17.11 Successors and Assigns. This Agreement is binding on and  enures to the benefit of the Parties and their respective permitted successors and  permitted assigns.  Section 17.12 No Third-Party Beneficiaries. (a) This Agreement benefits solely the Parties and their respective permitted  successors and permitted assigns, and nothing in this Agreement, express  or implied, confers on any other Person any legal or equitable right, benefit  or remedy of any nature whatsoever under or by reason of this Agreement. Section 17.13 Governing Law. This Agreement, including all exhibits, schedules,  attachments and appendices attached hereto and thereto [and all matters arising out of  or relating to this Agreement] are governed by and construed in accordance with the Laws  of the Province of Ontario, and the federal laws of Canada applicable therein without  giving effect to any choice or conflict of law provision or rule to the extent such principles  or rules would require or permit the application of the Laws of any jurisdiction other than  those of the Province of Ontario. The Parties agree that the United Nations Convention  on Contracts for the International Sale of Goods does not apply to this Agreement.16