We are excited to announce Lead Assign has changed its name to Bluebird.

Master Terms

DEFINITIONS

  1. Affiliate” means, for a Party, any other entity that controls, is controlled by, or under common control with the Party.  For the purposes of this definition, the term “control” means the direct or indirect power to direct the affairs of the other entity through at least 50% of the shares, voting rights, participation, or economic interest in this entity.
  2. Agreement” means these Master Terms and the Sales Order, together with any exhibits included with the applicable Sales Order.
  3. Confidential Information” has the meaning set out in Section 7.
  4. Customer” means the entity identified in the Sales order as “Customer” or otherwise identified in the Sales Order as the end-user customer.
  5. Customer Content” means any material, such as audio, video, text, or images, that is imported into the On-demand Services or Managed Services by or on behalf of Customer in connection with Customer’s use of the Products and Services, including, for collaboration, content delivery, digital publishing, targeted advertising, or indexing.
  6. Customer Data”means any data, information, content, records, and filesthat Customer (or any of its Permitted Users) loads, transmits to or enters into theProducts and Services, or which is collected via the Distributed Code, in connection with Customer’s use of the Services.
  7. Customer Site” means any current or future website or application that is owned and operated by Customer, or is hosted or operated by a third-party or Lead Assign on Customer’s behalf.
  8. Customer User Account” has the meaning set out in Section 5.
  9. Discloser” has the meaning set out in Section 6.
  10. Distributed Code” means HTML tags, JavaScript code, object code, plugins, SDKs, APIs, or other code provided by Lead Assign for use of the On-demand Services or Managed Services. 
  11. Fees” has the meaning set out in Section 5.
  12. Lead Assign Technology” means technology owned by Lead Assign or licensed to Lead Assign by a third-party (including the Products and Services, reports, software tools, algorithms, software (in source and object forms), user interface designs, architecture, toolkits, plug-ins, objects and documentation, network designs, processes, know-how, methodologies, trade secrets, and any related intellectual property rights throughout the world), and feedback made to Lead Assign which is incorporated into any of the foregoing (which are hereby irrevocably assigned to Lead Assign), as well as any of the modifications, or extensions of the above, whenever or wherever developed.
  13. Managed Services” means the technology services hosted by or on behalf of Lead Assign and provided to Customer as a dedicated instance, as set out in the Sales Order.
  14. Modifications”means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
  15. On-demand Services” means the technology services hosted by or on behalf of Lead Assign and provided to Customer as a shared instance, as set out in the Sales Order.
  16. On-premises Software” means the Lead Assign software that is deployed by or on behalf of Customer on hardware designated by Customer, as set out in the Sales Order.
  17. Products and Services” means the On-premises Software, On-demand Services, Managed Services, Distributed Code, or Professional Services, collectively, and any part thereof, including Lead Assign Technology.
  18. Sales Order” means the Lead Assign sales Sales Order(s) identifying the Products and Services subject to this Agreement and referencing this Agreement, once executed by both Parties.
  19. Permitted User” means those employees and independent contractors authorized by Customer on Customer’s behalf in accordance with Section 4 to access and use the Products and Services in accordance with this Agreement.
  20. Personal Information” means information about an identifiable individual.
  21. Privacy Policy” has the meaning set out in Section 3.
  22. Professional Services” means the consulting, training, implementation, or other professional services set out in a Sales Order. 
  23. Recipient” has the meaning set out in Section 6.
  24. Report” means any graphical or numerical display of Customer Data that contains Lead Assign’s proprietary design, look and feel, and is generated by the On-demand Services, Managed Services, or the On-premises Software, or by Lead Assign personnel. 
  25. Term” has the meaning set out in Section 11.
  26. Website” means any websites used by Lead Assign to provide the Products and Services, including the website located at https://insights.leadassign.com

1. PRODUCTS AND SERVICES LICENSE AND RESTRICTIONS

  1. License Grant for On-demand Services and Managed Services.  Subject to the terms and conditions of this Agreement, Lead Assign grants Customer for its direct beneficial business purposes, during the Term, a nontransferable, non-exclusive license, to:
    1. permit Users to access the On-demand Services and Managed Services through the applicable interfaces; 
    2. install, implement, and use the Distributed Code on Customer Sites.
  2. License Grant for On-premises Software. Subject to the terms and conditions of this Agreement Lead Assign grants Customer for its direct beneficial business purposes, during the Term, a non-transferable, non-exclusive license to:
    1. install and use the On-premises Software for the platforms and quantities set out in the Sales Order; and
    2. make a reasonable number of copies of the On-premises Software for archival purposes and install and use the copies only when the primary copy has failed or is destroyed. Customer may also install copies of the On-premises Software in a disaster recovery environment, on a cold backup basis, for use solely in disaster recovery, and not for production, development, evaluation, or testing. For purposes of the prior sentence, cold backup basis means that the backup copies are completely disconnected from any use environment and not receiving automatic data updates, and those backup copies require a manual activation process to pick up the use environment load during the failure of the primary copies.
  3. Restrictions on Use. Customer must not itself, and will not permit others to:
    1. sub-license, sell, rent, lend, lease or distribute the Products and Services or any intellectual property rights therein or otherwise make the Products and Services available to others, but, for greater clarity, excludes use by Customer of the Products and Services to collect data or information from clients and customers of Customer;
    2. use the Products and Services to facilitate or provide timesharing, service bureau use or commercially exploit the Products and Services;
    3. use or access the Products and Services in violation of any applicable law or intellectual property right;
    4. use the Products and Services in a manner that threatens the security or functionality of the Products and Services;
    5. use the Products and Services to create, collect, transmit, store, use or process any Customer Data:
      1. that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
      2. that Customer does not have the lawful right to create, collect, transmit, store, use or process; or
      3. that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);
    6. Modify the Products and Services;
    7. reverse engineer, de-compile or disassemble the Products and Services;
    8. remove or obscure any proprietary notices or labels on the Products and Services, including brand, copyright, trademark and patent or patent pending notices;
    9. use the Products and Services for the purpose of building a similar or competitive product or service;
    10. perform any vulnerability, penetration or similar testing of the Products and Services; or
    11. use the Products and Services for any purpose or in any manner not expressly permitted in the Agreement.
  4. Suspension of Access; Scheduled Downtime; Modifications. Lead Assign may, at its discretion:
    1. suspend Customer’s access to or use of the Products and Services or any component thereof:
      1. for scheduled maintenance;
      2. if Customer or any Permitted User violates any provision of this Agreement; or
      3. to address any emergency security concerns; and
    2. Modify the Products and Services.

Customer is required to accept all patches, bug fixes and updates made by or on behalf of Lead Assign to the Products and Services.

2. OWNERSHIP; RESERVATION OF RIGHTS

  1. Customer retains all ownership and intellectual property rights in and to Customer Data. Customer grants to Lead Assign a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to use, process and transmit Customer Data to provide the Products and Services. Lead Assign may collect and analyze data and other information relating to the provision, use and performance of the Products and Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and during and after the Term of this Agreement, Lead Assign may: (i) use such data and information to improve and enhance the Products and Services and for other development, diagnostic and corrective purposes in connection with the Products and Services and other Lead Assign offerings; and (ii) disclose such data solely in aggregated or other de-identified form in connection with its business.
  2. Lead Assign or its licensors retain all ownership and intellectual property rights in and to: (i) the Products and  Services; (ii) anything developed or delivered by or on behalf of Lead Assign under this Agreement; and (iii) any Modifications to the foregoing (i) and (ii).
  3. All rights not expressly granted by Lead Assign to Customer under this Agreement are reserved.

3. PRIVACY

Customer agrees (on Customer’s behalf and on behalf of each Permitted User) to Lead Assign’s access, use, collection, storage and disclosure of Customer’s and each Permitted User’s Personal Information for the purposes authorized under this Agreement. Customer understands that Personal Information, including the Personal Information of Permitted Users, will be treated in accordance with Lead Assign’s privacy policy located at https://insights.leadassign.com/privacy-policy/ (the “Privacy Policy”).

4. CUSTOMER USER ACCOUNT

Upon Customer’s request, Lead Assign will issue an account (a “Customer User Account”) to Customer for use by individuals who are employees or contractors of Customer that Customer wishes to have access to and use of the Products and Services (each, a “Permitted User”). Customer will ensure that Permitted Users only use the Products and Services through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer is responsible for identifying and authenticating all Permitted Users and for Permitted Users’ compliance with this Agreement. Customer will promptly notify Lead Assign of any actual or suspected unauthorized use of the Products and Services. Lead Assign reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose.

5. FEES AND PAYMENT

This section applies only if Customer procures the Products and Services directly from Lead Assign. If Customer procures the Products and Services from a Lead Assign partner, payment terms are agreed between Customer and the Lead Assign partner.

  1. Fees. Customer will pay to Lead Assign the fees described in any Sales Order (the “Fees”). If Customer’s use of the Products and Services exceeds the service capacity set forth on a Sales Order or otherwise requires the payment of additional fees (pursuant to the terms of this Agreement), Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement. 
  2. Disputed Invoices or Charges. If Customer believes Lead Assign has charged or invoiced Customer incorrectly, Customer must contact Lead Assign no later than45 days after having been charged by Lead Assign or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
  3. Late Payment. Customer may not withhold or setoff any amounts due under this Agreement. Lead Assign reserves the right to suspend Customer’s access to and use of the Products and Services and any delivery of Professional Services until all due amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of 18% per annum, or the maximum legal rate (if less), until fully paid.
  4. Taxes. The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than taxes based on the net income or profits of Lead Assign.
  5. Suspension. Any suspension of the Products and Services by Lead Assign pursuant to the terms of this Agreement will not excuse Customer from its obligation to make payments under this Agreement.

6. CONFIDENTIAL INFORMATION

  1. Definitions. For the purposes of this Section, a Party receiving Confidential Information will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” means information marked or otherwise identified in writing by a Party as proprietary or confidential, or information that, under the circumstances surrounding the disclosure, the Recipient should recognize as being confidential; provided that the Discloser’s Confidential Information does not include,except with respect to Personal Information: (i) information already known or independently developed by the Recipient without access to the Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of the Recipient; or (iii) information received by the Recipient from a third party who was free to disclose it without confidentiality obligations.
  2. Confidentiality Covenants. The Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will take reasonable precautions to safeguard the other Party’s Confidential Information. Those precautions will be at least as great as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
  3. Exceptions to Confidentiality. Notwithstanding Section 7(b), the Recipient may disclose the Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or (iii) in the case of Lead Assign, to potential assignees, acquirers or successors of Lead Assign if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Lead Assign.

7. WARRANTY; DISCLAIMER; INDEMNITY

  1. Customer Warranty. Customer represents and warrants to, and covenants with Lead Assign that the Customer Data and Customer Content will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each Permitted User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable Lead Assign to provide theProducts and Services, including with respect to the collection, storage, access, use, disclosure and transmission of Personal Information, including by or to Lead Assign and to or from all applicable third parties.
  2. LEAD ASSIGN DOES NOT WARRANT THAT THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PRODUCTS AND SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE PRODUCTS AND SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY LEAD ASSIGN TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
  3. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LEAD ASSIGN HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, LEAD ASSIGN EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE PRODUCTS AND SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
  4. Indemnity. Customer will defend, indemnify and hold harmless Lead Assign, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third party (including Permitted Users) liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) Customer Data; (ii) Customer’s breach of any of Customer’s obligations, representations or warranties under this Agreement; or (iii) use of the Products and Services (or any part thereof) by Customer or any Permitted User in combination with any third party software, application or service. Customer will fully cooperate with Lead Assign in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Lead Assign.

8. LIMITATION OF LIABILITIES

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

  1. AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF LEAD ASSIGN IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE PRODUCTS AND SERVICES IN THE PRIOR 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL LEAD ASSIGN’S THIRD-PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
  2. TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL LEAD ASSIGN BE LIABLE TO CUSTOMER OR ANY PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

9. PROFESSIONAL SERVICES

  1. Warranty. Lead Assign warrants the Professional Services will be performed in a professional and workmanlike manner. Customer must notify Lead Assign in writing of any breach of this warranty within 30 days of performance of such Professional Services. To the extent permitted by law, Customer’s sole and exclusive remedy for breach of this warranty and Lead Assign’s sole liability under or in connection with this warranty will be re-performance of the relevant Professional Services. 
  2. License to Deliverables.
    1. Without limiting or modifying any license granted to Customer for the Products and Services, Lead Assign grants Customer a non-exclusive, non-sublicensable and non- transferable license to use the materials developed and provided to Customer by Lead Assign in performing the Professional Services (“Deliverables”) solely in connection with use of the Products and Services for Customer’s direct beneficial business purposes during the Term. 
    2. Lead Assign retains all rights, title, and interest (including intellectual property rights) in and to the Deliverables. To the extent that Customer participates in the creation or modification of any Products and Services or Deliverables, Customer irrevocably assigns to Lead Assign all right, title and interest (including intellectual property rights) in the Products and Services or Deliverables.

10. SUBCONTRACTING

Lead Assign may engage third parties to assist it in providing the Products and Services or any part thereof. Lead Assign will remain responsible for the performance of the Products and Services by such subcontractors in accordance with this Agreement.

11. TERM AND TERMINATION

  1. Term. This Agreement will commence on the Effective Date and continue to be in effect until all Sales Orders hereunder have expired or have been terminated (the “Term”). 
  2. Termination for Cause. Either Party may, in addition to other relief, suspend or terminate this Agreement if the other Party commits a material breach of any provision of this Agreement and fails within 30 calendar days after receipt of notice of such breach to correct such material breach.
  3. Transition Services. Upon termination of this Agreement, Customer will no longer have rights to access or use the Products and Services. Within 7 calendar days following termination, Lead Assign will, at Customer’s option, return to Customer or delete or otherwise render inaccessible any Customer Data that remains in the hardware or systems used by Lead Assign to provide theProducts and Services. In addition, Lead Assign will perform additional transition services that are mutually agreed upon by Lead Assignand Customer in a Sales Order.
  4. Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership; Reservation of Rights), Section 0 (Privacy), Section 6(Fees and Payment), Section 0 (Confidential Information), Section 8 (Warranty; Disclaimer; Indemnity), Section 9 (Limitation of Liabilities), Section 10(d)) (Survival), and Section 11 (General Provisions).

12. GENERAL PROVISIONS

  1. Notices. Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be in writing and sent:

    96 Sykes St, Meaford ON, N4L 1N8, Canada
    Attention: James Palmer
    Email: admin@leadassign.com

    and if to Customer, to the current postal or email address that Lead Assign has on file with respect to Customer. Lead Assign may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Lead Assign current at all times during the Term.
  2. Assignment. Customer will not assign this Agreement to any third party without Lead Assign’s prior written consent. Lead Assign may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent.Any assignment in violation of this Section will be void. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
  3. Choice of Law. This Agreement and any action related thereto will be governed by and construed in accordance with the substantive laws of the Province of Ontarioand the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent Lead Assign from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
  4. Export Restrictions. Customer will comply with all export laws and regulations that may apply to its access to or use of the Products and Services.
  5. Construction. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of Lead Assign in this Agreement means the right of Lead Assign to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to Customer.
  6. Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond Lead Assign’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Lead Assign’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites.
  7. Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
  8. Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
  9. Independent Contractors. Lead Assign’s relationship to Customer is that of an independent contractor, and neither Party is an agent, employee or partner of the other. Neither Party will have, and will not represent to any third party that it has, any authority to act on behalf of the other Party.
  10. Entire Agreement. This Agreement, including all Sales Orders, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral.
  11. Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. For greater certainty, all Sales Orders will, upon execution, form part of this Agreement.
  12. English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des Parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.