1. APPLICABILITY

9327-6806 Québec Inc., publicly known as PGSTech, is referred to as the “Contractor” and the client identified on the cover page for these terms is referred to as the “Client”. The present General Terms and Conditions of Service (the “General Terms”) apply to and govern every  order form made on the EMTP.learnworlds.com website for a training contract or a service contract (the “Contract”) between the Contractor and the Client (referred to individually as a “Party” or collectively as the “Parties”) for the services rendered accordingly to the Contract (the “Work”). General Terms shall prevail and supersedes any previous agreement, discussions or negotiations with respect to the Work.

2. TERM

Time is not of the essence, but Contractor will use commercially reasonable efforts to meet any and all delivery dates expressly agreed upon by Contractor in the Contract or in writing. Under no circumstances will Contractor be obligated to pay damages of any kind, including liquidated damages, for late delivery or any other reason arising during or as a result of the Work.

3. BUSINESS HOURS

The Work is performed between 9:00am and 5:00pm of the Eastern Daylight Time (EDT) zone, unless otherwize previously agreed between the Parties.

4. WARRANTIES

The Contractor warrants that the Work is performed in a workmanlike manner.

Contractor will accept to modify the Work, in collaboration with and at the cost of the Client, for a period of six (6) months after date of delivery.

All other implied warranties under law are expressly excluded. To avail itself of the Contractor’s limited warranties, the Client must make a written warranty claim by providing the Contractor with written notice detailing specifically the nature of the alleged defect within fifteen (15) days of discovery of such defect.

No warranties will be honored in the event of an Act of Default by Client, defined accordingly to Section 11.

5. CONFIDENTIALITY

Contractor agrees that any technology or technical information it receives from the Client shall be used solely as directed by the Client in writing and shall not be used in the development, modification or enhancement of any products or materials supplied to any third party.

Neither Party shall (i) advertise, make public statements or publish information concerning these General Terms, the Contract, or the Parties’ relationship, or (ii) use the name or trademark of the other party, without the other Party’s express written consent.

6. INTELLECTUAL PROPERTY RIGHTS

The information provided to the Contractor shall remain the property of the Client along with the Work, except that unless otherwise specified in writing. From the date of its creation, Contractor’s (and its licensors’) intellectual property rights and proprietary information will remain the exclusive property of Contractor. Contractor grants to Client a royalty free, perpetual, non-exclusive, non-assignable, non-sublicensable, license to use the intellectual property of the Contractor solely for the purpose of the use of the Work.

7. INDEMNITY

Contractor uses simulation tools and numerical models for performing the Work. Contractor cannot guarantee the accuracy of simulation results. Contractor cannot guarantee the accuracy of analysis results.

The Client must indemnify, hold harmless and defend Contractor, its affiliates, directors, officers, agents, principals, employees, affiliated companies and their respective directors, officers, agents, principals, employees and their shareholders (collectively referred to as the “Indemnitees”) for any and all claims, demands, actions, causes of action, liabilities, losses, damages, judgments, settlements and compromises for bodily injury or death, as well as any and all direct, indirect, special, incidental, consequential, foreseeable or unforeseeable damage, (including loss of profit, loss of use of the equipment or any loss of production) whether in warranty, strict liability, contract, extra-contractually, tort, negligence, or otherwise upon the occasion of or with respect to, the performance, or the non-performance, of the Work to be delivered or performed hereunder, as well as any and all judicial and extra-judicial costs and expenses related thereto, including reasonable lawyers’ fees, which may be incurred by or estimated against the Client and its affiliates, directors, officers, agents, principals, employees, affiliated companies and their respective directors, officers, agents, principals, employees and their shareholders to the extent caused, by any act or omission of the Contractor or any of its Indemnitees.

8. LIMITATION OF LIABILITY

THE LIABILITY, IF ANY, OF CONTRACTOR UNDER THIS CONTRACT IS LIMITED TO 100% OF THE CONTRACT PRICE.

9. CONSEQUENTIAL DAMAGES

CONTRACTOR SHALL NOT BE LIABLE (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE) FOR ANY DAMAGES FOR LOSS OF PRODUCTION, LOSS OF OPERATION TIME, DELAY COST, DOWNTIME COST, LOSS OF PROFIT, LOSS OF REVENUE, OR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND.

10. FORCE MAJEURE

Each Party shall be excused from performance under the Contract to the extent such performance is affected by an event or occurrence beyond the reasonable control of such party.

11. SUSPENSION OR TERMINATION

Contractor may, with written notice, suspend or terminate this Contract, as follows: (i) immediately in the event of an Act of Default by Client; or (ii) for inappropriate technical data provided by Client; or (iii) for excessive delays created by Client during the execution of Work. The following are “Act(s) of Default” caused by the Client: 1) The Client becomes insolvent, makes an assignment in bankruptcy, a receiving order is granted against it, proposes a compromise or an arrangement for the benefit of its creditors, takes advantage of any recourse or procedures under any bankruptcy or insolvency law within any jurisdiction; 2) the Contractor is convinced, in its own assessment, that acts have or may be posed by the Client that are intended to defraud the Client’s creditors; 3) there has been a change in the control of the Client, due to merger or acquisition, or divestiture of any part of the business of the Client; 4) the Client has defaulted to pay its invoices, pursuant to the terms of payment of the Contract or any other agreement intervened between the Parties; or 5) the Client has breached any provision of the Contract. Upon termination, Contractor will be entitled to a pro rata payment of the Compensation to the date of termination.

12. GOVERNING LAWS

The interpretation, validity and performance of the General Terms and Contract must be governed by and interpreted in accordance with the laws of the Province of Quebec (Canada), without taking into account conflict of laws rules. For all litigation arising out of any disputes between the Contractor and the Client, the Client and the Contractor consent to the exclusive jurisdiction of the Courts of the Province of Quebec (Canada), namely the Court offices in Montreal, and agree that any and all such litigation will be determined exclusively by such Courts. General Terms shall prevail and supersedes any previous agreement, discussions or negotiations with respect to the Work.

13. SEVERABILITY

If any provision in the General Terms or in the Contrat should be held invalid, unenforceable or against public policy by a Canadian court of competent jurisdiction, the remaining provisions shall remain valid with full force and effect.

14. SURVIVAL

Terms which by their nature are intended to survive and the following terms will survive expiration or termination of the Contract: sections 4 (Warranties), 5 (Confidentiality), 6 (Intellectual Property), 7 (Indemnity), 8 (Limitation of Liability), 9 (Consequential Damages), 11 (Termination) and 12 (Governing Laws) of the General Terms.

15. LANGUAGE

The Parties hereby acknowledge that they have expressly requested and are satisfied that the General Terms, and the documents related thereto, be drawn in English. Les parties aux présentes reconnaissent qu’ils ont expressément exigé que les présentes, ainsi que les documents qui s’y rattachent, soient rédigés en anglais, et s’en déclarent satisfaits.