ISCOPIA SOFTWARE INC.
("Iscopia")
GENERAL TERMS AND CONDITIONS

1. Definitions
   
   For the purposes of the Agreement including of these General Terms and Conditions and of any agreement regarding the services of Iscopia as well as for the purposes of the Schedules to these documents,
   
   "Additional Purchased Applications" means those services or applications provided by Iscopia that are purchased, directly or indirectly, from Iscopia, after the purchase of the initial Purchased Applications by a person authorized to do so;
   
   "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control", for purposes of this definition, means the direct or indirect ownership or control of a sufficient number of the voting interests of the subject entity to enable the holder of these interests to elect, if exercised, a majority of the directors or other administrators of the subject entity;
   
   "Agreement" means the agreement between Iscopia and End-User pertaining to the Purchased Applications which includes the End-User Consent, these General Terms and Conditions, their Schedules and any other document to which the End-User Consent refers expressly;
   
   "Applicant" means any person who is an employee or is seeking an employment or other association and who provides answers or Data to End-User to allow End-User to evaluate such person or his or her application for employment, association, promotion or career move or career change;
   
   "Applicant Consent Form" means the Applicant consent form that is annexed to the End-User Consent and that an Applicant has to complete and deliver before entering Data;
   
   "Applicant Data" means all data, information, elements, records and documentation provided by an Applicant as well as the results of the processing of same;
   
   "Confidential Information" means information disclosed or made available by a Party to the other Party that is written, reduced in writing or in any other physical format and that is marked as confidential or proprietary and that has commercial value but shall not cover information that is known in the relevant trade or industry or that is accessible by legal means;
   
   "Content" means tests, surveys, reports, models and other materials or processes developed by or purchased by End-User or licensed by or to End-User by a person other than Iscopia;
   
   "Court Order" means a final order, decision or judgement issued by an official, public and competent court having jurisdiction;
   
   "Data" means, unless otherwise specifically and otherwise expressly indicated, any and all information, elements, records and documentation that is provided, directly or indirectly, to Iscopia for processing through or is entered in or produced by the Iscopia Platform or the Purchased Applications;
   
   "End-User" means a person who is authorized directly or indirectly by Iscopia to use or is given access to Purchased Applications after having executed the End-User Consent.
   
   "End-User Consent" means the document that an End-User has to review, understand and execute to purchase the Purchased Applications and before being allowed to access and use the Purchased Applications;
   
   "Fees" means the fees payable to Iscopia pursuant to the Agreement;
   
   "Intellectual Property Right(s)" means any right that is or may be granted or recognized under any Canadian, American or foreign legislation regarding patents, copyrights, neighbouring rights, moral rights, trademarks, trade names, services marks, industrial designs, mask work, integrated circuit topography, privacy, publicity, celebrity and personality rights, trade secrets and know-how and any other statutory provision or common or civil law principle regarding intellectual and industrial property, whether registered or unregistered, and including rights in any application for any of the foregoing;
   
   "Iscopia Platform" means the platform developed by Iscopia to deliver or process its services and applications as such platform may be modified by Iscopia from time to time, at its discretion;
   
   "Iscopia Site" means the site of the servers used for the Iscopia Platform and the Purchased Applications, as such site may be moved by Iscopia, at its discretion;
   
   "Iscopia Web-based Applications" means the Application Qualifications System ("AQS") comprised of the Web-based services and applications developed by or distributed by Iscopia;
   
   "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious codes, files, scripts, agents or programs;
   
   "Party" means Iscopia and any person who is a party to the Agreement;
   
   "Permitted Use" means exclusively the use of the Purchased Applications as expressly permitted by Iscopia pursuant to the Agreement;
   
   "Privacy Policy" means the Privacy Policy that was adopted by Iscopia as it may be modified from time to time by Iscopia;
   
   "Purchased Applications" means the services or applications provided by Iscopia that are purchased directly from Iscopia from time to time by End-User and includes the Additional Purchased Applications unless the context does not permit such inclusion;
   
   "Reference Person" means any person who provides references or comments on an Applicant;
   
   "Reference Person Consent" means the Reference Person consent form that is annexed to the End-User Consent and that a Reference Person has to complete and deliver before entering Data;
   
   "Reference Person Data" means all data, information, elements, records and documentation provided by a Reference Person as well as the results of the processing of same;
   
   "Regulatory Requirement(s)" means compulsory and applicable laws, rule(s) or requirement(s) adopted by any governmental authority, at any level, having jurisdiction over a person, its Data or its activities;
   
   "Schedule(s)" means, if and when applicable, any and all Schedules annexed to the Agreement or to these General Terms and Conditions;
   
   "Statement of Work" means the document describing the Work which Iscopia may agree to effect for End-User at End-User's request;
   
   "Third-Party Application(s)" means online, Web-based applications and offline software products that are provided by a person other than Iscopia and are intended, in whole or in part, to interoperate with any of the Purchased Applications or to be operated or powered by the Iscopia Platform;
   
   "User" means any person who, whether authorized or not by Iscopia, directly or through an End-User, uses the Iscopia Platform or services or applications provided, directly or indirectly, by Iscopia including End-User, an Applicant or a Reference Person;
   
   "Work" means the work that may be requested by End-User and which Iscopia may agree, at its sole discretion, to effect pursuant to a Statement of Work.
   
   Dollar figures are all in US dollars (USD), unless otherwise expressly indicated.
   
   
2. Description and characteristics of the services and applications.  The services and applications offered by Iscopia are described either on its website (www.iscopia.com) or in a document to which the End-User Consent refers and have the characteristics described on this website or in this document to which the End-User Consent refers at the time they are initially selected by End-User.
   
   In the case of the AQS services or of the Iscopia Web-based Applications, such services or applications are provided exclusively on an "as is and as available" basis and with the functionalities that appear when initially purchased by End-User.
   
   
3. Rights related to the use and access.  Iscopia gives End-User all the rights necessary to access and use the Purchased Applications pursuant to the terms and conditions of the Agreement.
   
   
4. Support of the applications.  Iscopia will provide to End-User the basic support required to allow each Purchased Application to perform as when initially purchased by End-User.
   
   
5. Proprietary rights of End-User and limited license to Iscopia.  End-User retains copyrights and any other rights End-User already holds in End-User Content that End-User submits, posts or displays through any of the Purchased Applications. By submitting, posting or displaying End-User Content, End-User gives Iscopia a worldwide, royalty-free and non-exclusive license to reproduce, modify, translate, publish, publicly perform, publicly display and distribute all End-User Content that End-User submits, posts or displays on or through any Purchased Application for the sole purpose of enabling Iscopia to provide End-User with the Purchased Application.
   
   
6. Warranties of Iscopia to End-User.  Iscopia warrants to End-User that throughout the permitted period of use, the Purchased Applications will perform materially the same as when initially purchased by End-User.
   
   
7. Mutual confidentiality undertakings
   
   7.1 Except as otherwise permitted in writing by the disclosing Party or as otherwise permitted by other provisions of these General Terms and Conditions, the Party that receives any Confidential Information from the other Party (i) will use the same degree of care that it uses to protect the confidentiality of its own confidential information, and (ii)  will limit access to this Confidential Information to those persons who need such access for its sole benefit and who have signed confidentiality undertakings similar to this Article.
   
   7.2 Without limiting the above, Iscopia will maintain appropriate administrative, physical and technical safeguards to protect confidentiality and integrity of the Data provided to it by a disclosing Party. Iscopia will not (a) modify the Data, or (b) disclose and access the Data except (i) as compelled by the Regulatory Requirements or by a Court Order, (ii) to provide the Purchased Applications, (iii) to prevent or address service or technical problems, (iv) at the disclosing Party's request, to keep the Data up to date or in connection with End-User support matters, or (v) as expressly permitted in writing by the disclosing Party.
   
   Iscopia may, however, provide the Data to its Affiliates or other trusted businesses or persons for the purpose of processing the Data on Iscopia's behalf. In such cases, Iscopia will require these persons to process the Data based on Iscopia's instructions and in compliance with the Agreement and with Iscopia's Privacy Policy.
   
   7.3 The receiving Party may disclose Confidential Information of the disclosing Party if it is compelled to do so by a Regulatory Requirement or by a Court Order, provided the receiving Party gives the disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing Party's costs, if the disclosing Party wishes to contest the disclosure.
   
   
8. Compliance with Regulatory Requirements, Court Orders and Privacy Policies
   
   8.1 End-User will comply and will cause its employees and other persons that it may authorize, invite or allow to access or use the Purchased Applications to comply with all Regulatory Requirements and Court Orders that may apply to the Purchased Applications or their use including, in particular, with respect to privacy rules governing the gathering, recording and processing of Data.
   
   8.2 Iscopia will have no obligation to comply with the Regulatory Requirements, Court Orders or privacy policies that may be applicable to End-User or to the persons allowed by End-User to use or access the Purchased Applications but will respect its own Privacy Policy which appears on its website (www.iscopia.com).
   
   8.3 End-User will ensure that any Applicant or Reference Person to whom it gives access to the Purchased Applications executes the Applicant Consent Form or the Reference Person Consent Form, as the case may be.
   
   8.4 End-User will hold Iscopia harmless against any breach of Regulatory Requirements or Court Orders or privacy policies other than the Privacy Policy that it or the persons allowed by End-User to use or access the Purchased Applications have to respect pursuant to this Article and will indemnify Iscopia in full for any penalty or other sum of money that Iscopia may be called upon to pay and for any direct damage that Iscopia may suffer as a result of such a breach.
   
   
9. Access to the Purchased Applications
   
   9.1 End-User will have the sole responsibility of controlling the access to the Purchased Applications and to allow such access only to those persons expressly authorized by Iscopia.
   
   9.2 End-User will cause each and all the persons that it authorizes, invites or allows to access or use the Purchased Applications to respect these General Terms and Conditions.
   
   
10. Responsibility over End-User Content, Data and results
    
    10.1 End-User is responsible for End-User Content whether used or provided by it, by Applicants, by Reference Persons or by other persons authorized, invited or allowed by it to access or use the Purchased Applications and warrants and represents to Iscopia that same can be rightfully and legally used.
    
    10.2 End-User is also solely responsible for the accuracy, quality, integrity and legality of the Data provided by it, Applicants or Reference Persons or any person allowed by it to use or access the Purchased Applications and of the means by which such Data were acquired.
    
    
11. Additional conditions of Use
    
    11.1 End-User will not and will cause any and all persons that it authorizes, invites or allows to use the Purchased Applications not to (i) permit any person to access or use the Purchased Applications except as permitted by the Agreement, (ii) attempt to decipher, decompile, disassemble or reverse engineer any software which forms part of or supports the Purchased Applications or the Iscopia Platform (iii) access any Purchased Application or the Iscopia Platform in order to (a) build a competitive application, product or service, or (b) copy any features, functions or graphics of any Purchased Application or of the Iscopia Platform.
    
    11.2 End-User will not and will cause any and all persons that it authorizes, invites or allows to use the Purchased Applications not to (i) use the Purchased Applications or the Iscopia Platform to store or transmit infringing, libellous or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, or to store or transmit Malicious Code (ii) interfere with or disrupt the integrity or performance of the Purchased Applications or of the Iscopia Platform or third-party Data processed through, entered into or produced by the Purchased Applications or the Iscopia Platform; (iii) attempt to gain unauthorized access to any application or service offered by Iscopia other than the Purchased Applications that it is allowed to use or access; (iv) transmit to Iscopia or to any other person any Malicious Code; (v) export or use any Purchased Application in a country where it is prohibited from doing so.
    
    11.3 End-User will not enter, display or process Data or Content and will cause its Customers as well as any person that it authorizes, invites or allows to use the Purchased Applications not to enter, display or process Data or Content that:
    
    

    (a) may infringe upon the rights of third parties or Regulatory Requirements or Court Orders; or that
    
    (b) is false, misleading, defamatory, malicious, obscene or pornographic or that may intentionally cause damages to a person.

    11.4 End-User authorizes Iscopia to identify End-User and its logo as one of its customers in its marketing and advertising initiatives and activities.
    
    
12. Proprietary rights of Iscopia
    
    12.1 Subject to the limited rights expressly granted to End-User, to its Customers and to Applicants and Reference Persons in the Agreement, Iscopia reserves all rights, titles and interest in the Purchased Applications, the Iscopia Platform and in any other application or service provided by it, including all related Intellectual Property Rights.
    
    12.2 No right is given to End-User or to any person to use any of Iscopia's trade names, trademarks, service marks, logos, domain names and other distinctive brand features and End-User are strictly prohibited from using same, unless expressly authorized by Iscopia.
    
    12.3 End-User will, and End-User will cause any and all persons that it may authorize, invite or allow to access or use the Purchased Applications to, refrain from contesting Iscopia's Intellectual Property Rights and other Iscopia's rights related to the Iscopia Platform, the Purchased Applications and any other application and service offered by Iscopia, from inducing any other person to do so and from cooperating with any person involved in the contestation of these rights.
    
    
13. Other services or applications, modification of the Purchased Applications and improvements
    
    13.1 Iscopia may, from time to time, offer other applications and services, modify the existing applications and services including the Purchased Applications or improve the functionality of the Purchased Applications. However, the obligations of Iscopia as to the functionality of the Purchased Applications are limited with respect to any particular Purchased Application to the functionality that was in force at the time any such Purchased Application was initially purchased by End-User.
    
    13.2 End-User shall be deemed having accepted any improvement or modification made by Iscopia to a Purchased Application and will be bound by such improvement or modification if Iscopia decides, at its sole discretion, to have End-User have the benefit of this improvement or modification, the whole provided that no such acceptance shall be deemed having been given by End-User (a) if it involves a fee increase save if End-User does expressly consent to such increase or (b) if it materially reduces the functionality of the Purchased Application that was in force at the time any such Purchased Application was initially purchased by End-User.
    
    13.3 The costs of adapting any application, service, test, document, software or product operated by End-User, other than an Iscopia Web-based Applications, through or with the Purchased Applications or the Iscopia Platform that may be required as a result of any improvement or modification made by Iscopia to a Purchased Application shall be borne exclusively by End-User.
    
    
14. Work
    
    14.1 Iscopia may at its sole discretion accept to effect Work for End-User pursuant to a Statement of Work.
    
    14.2 The terms and conditions of these General Terms and Conditions applicable to the Purchased Applications shall apply also to any Work that may be purchased by End-User when and if applicable.
    
    14.3 Furthermore, the following additional terms and conditions shall govern also any purchased Work:
    
    

    (a) Iscopia's obligations in relation with the Work described in a Statement of Work, unless otherwise expressly stipulated in the Statement of Work:
    
    

    (i) shall be limited exclusively to the supply of its available personnel with a view to effect the Work as described in the Statement of Work, the whole without disturbing Iscopia's regular activities;
    
    (ii) shall be of the nature of an obligation to take reasonable means to perform the Work expressly described in Statement of Work but shall in no way be deemed an obligation of result;
    
    (iii) shall be subject to End-User providing to Iscopia in due time all the necessary information and access that Iscopia may reasonably request from End-User to supply the Work described in the Statement of Work;
    
    (iv) shall be conditional upon End-User warranting to Iscopia (1) that it holds all the rights required to allow Iscopia to effect the Work described in the Statement of Work; (2) that the software products and other materials in connection with which the Work has to be effected are free from any defect, virus or other characteristic that may render the Work described in the Statement of Work unreasonably difficult or impossible to effect; and
    
    (v) shall not be subject to the respect of a fixed timetable unless expressly mentioned in the Statement of Work but if a fixed timetable is accepted, the respect of any such timetable shall be conditional upon End-User respecting all its prior obligations in favor of Iscopia in a timely manner; and

    (b) the fees related to the Work described in the Statement of Work shall be described in the Statement of Work and shall be above and in addition to the fees for any Purchased Application or Work which is not described in the Statement of Work.

    
    
15. Specific responsibilities of End-User, disclaimers and consent
    
    15.1 End-User has the responsibility to verify, to its satisfaction, the quality and functionality of the Purchased Applications and of the results of any Work performed by Iscopia pursuant to a Statement of Work the first time End-User uses any of them. End-User will be deemed having verified and accepted the quality and functionality of a Purchased Application or of the results of any Work and being satisfied therewith if End-User continues to use same after having used same the first time.
    
    15.2 Except as otherwise expressly provided in the Agreement, Iscopia makes or gives no warranty of any kind, whether express, implied, statutory or otherwise, and specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law.
    
    15.3 Upon written request, Iscopia will prepare a monthly Data export file and make it available to End-User. However, End-User has the exclusive responsibility to keep a copy or back-up of any Data or Content either one of them intends to enter in, display on or process through a Purchased Application and to maintain adequate Content and Data recovery and back-up systems.
    
    15.4 End-User acknowledges and accepts that the use of any Purchased Application, of the Iscopia Platform and of the results of any Work may be subject to limitations, delays and other constraints and problems in the use of the Internet and electronic communications or to other limitations, such as, for example, limits on disk storage space, the number of calls a User is permitted to make against Iscopia application programming interface, and, for those Purchased Applications that enable a User to provide public websites, the number of page views by visitors to those websites.
    
    15.5 End-User acknowledges that:
    
    

    (a) Iscopia processes the Data on its servers located in Canada but may eventually move these servers to another location of its choice; and that
    
    (b) the Data may be processed on a server outside any User's own country.

    15.6 To the extent required, End-User expressly consents to the use of such servers and to such location and undertakes to hold Iscopia harmless against any Regulatory Requirement or Court Order that may restrain Iscopia's rights and ability in that regard.
    
    
16. Fees and payment
    
    16.1 If the fees payable to Iscopia are not paid on the due dates:
    
    

    (a) interest at a rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid will accrue and shall be payable by End-User to Iscopia;
    
    (b) Iscopia may suspend the supply of the Purchased Applications or the performance of the Work until full payment of the arrears and interest is received by it; and
    
    (c) Iscopia may exercise its right of termination of the Agreement described in these General Terms and Conditions.

    16.2 Unless otherwise stated, the fees payable directly to Iscopia do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). End-User is responsible for paying all Taxes associated with the Purchased Applications and the Work. If Iscopia has the legal obligation to pay or collect Taxes for which End-User is responsible under this paragraph, the appropriate amount will be invoiced to and must be paid by End-User, unless End-User provides Iscopia with a valid tax exemption certificate authorized by the appropriate taxing authority.
    
    
17. Third-Party providers
    
    17.1 Any acquisition or use by End-User of Third-Party Applications, products or services, including but not limited to other Third-Party Applications and implementation, customization and other consulting services, and any exchange of Data between End-User and any third-party provider, is solely between End-User and the third-party provider. Iscopia does not warrant or support Third-Party Applications, products or services including End-User's applications, products and services, whether or not they are designated by Iscopia as "certified" or otherwise.
    
    17.2 If End-User installs or enables Third-Party Applications or its own applications for use with any Purchased Application or the Iscopia Platform, End-User acknowledges that Iscopia may allow providers of those Third-Party Applications or applications to access Data as required for the interoperation of such Third-Party Applications or applications with the Purchased Applications or the Iscopia Platform. Iscopia will not be responsible for any disclosure, modification or deletion of Data resulting from any such access by the provider of such Third-Party Application or application.
    
    17.3 The features of the Purchased Applications that interoperate with Adobe services depend on the continuing availability of the Adobe API and program for use with the Purchased Applications. If Adobe Inc. ceases to make the Adobe API or program available on reasonable terms for the Purchased Applications, Iscopia may cease providing such features of such Purchased Applications without entitling End-User to any refund, credit or other compensation.
    
    
18. Maintenance, communication and downloading of Data
    
    18.1 Unless otherwise expressly prohibited from so doing by the provider of the Data, Iscopia is entitled:
    
    

    18.1.1 to keep the Data; and
    
    18.1.2 to use and to communicate such Data to any third party, provided, in such case, it has obtained or obtains the consent of the person who has provided such Data.

    18.2 Upon reasonable written request, Iscopia will prepare a Data export file (excluding, for greater clarity, the Applicant Data and the Reference Person Data), on a monthly basis, and will make it available to End-User.
    
    18.3 Furthermore, upon written request of End-User made within thirty (30) days after termination of the Agreement, but provided all outstanding fees will have been paid to Iscopia, Iscopia will make available to End-User for download a file of End-User Data (excluding, for greater clarity, Applicant Data and Reference Person Data) including End-User Data in comma separated value (csv) format along with attachments in their native format. After such thirty (30) days period, Iscopia will have no obligation to maintain or provide any End-User Data, (but may decide to do so) and may thereafter, unless legally prohibited, delete, destroy or render unusable all End-User Data in Iscopia's possession or under its control.
    
    
19. Audit.  In the event of any dispute as to an infringement of Iscopia's Intellectual Property Rights, as to the use made of the Purchased Applications or as to compliance with the Agreement by End-User, Applicants or Reference Persons or other persons invited or authorized by End-User to use or access the Purchased Applications, Iscopia will be entitled to have an independent expert proceed to an audit and inspection of the books and records, including the electronic records, of End-User solely for the purposes of verifying the exactness, completeness and truthfulness of End-User's contentions or declarations, the whole upon a ten (10) business days prior written notice to End-User. The independent expert will not be allowed to disclose any information to Iscopia if its audit confirms the contentions of End-User but will be entitled to disclose solely the differences or discrepancies with End-User's contentions if its audit confirms any such differences or discrepancies. The costs of this independent audit will be borne exclusively by Iscopia if the independent expert confirms the contentions of End-User. However, if its audit reveals that the contentions of End-User were materially false or inaccurate and prejudicial to Iscopia's rights, these costs will be borne by End-User.
    
    
20. Limitations of liability
    
    20.1 Any liability to which Iscopia may be bound by law or by contract is expressly excluded save and except as may be otherwise expressly stipulated in these General Terms and Conditions and save to the extent such exclusion may be prohibited by law.
    
    20.2 In no event and without restricting the exclusion described in subsection 20.1 above, will Iscopia's aggregate liability in connection with the supply of the Purchased Applications or of any Work to End-User or that may result from the use of the Purchased Applications or the results of any Work by it, Applicants or Reference Persons or arising out of or related to the Agreement, whether contractually or extra-contractually, in tort or under any other theory of liability, and for the total period of the Agreement exceed the lesser of the following amounts
    
    

    (a) five hundred dollars ($500) per individual claim;
    
    (b) five thousand dollars ($5,000) in the aggregate for all the claims; and

    (c) the average amount paid to Iscopia by End-User for the Purchased Applications for the two months period preceding immediately the alleged incidents at the origin of the claim by the End-User or, in the case of a Work, of the fees paid by End-User for such Work in the aggregate for all the claims.
    
    20.3 Iscopia assumes no liability in favor of any person other than End-User. Any right that any employee of End-User, an Applicant or a Reference Person may have in connection with the Purchased Applications or Work or the use of the Purchased Applications or the results of any Work or arising out of any contract between End-User and an Applicant or a Reference Person will be subject and subordinated to the limitations of liability described in this Article.
    
    20.4 In no event will Iscopia have any liability to End-User or any person using any of its applications, services or the results of any Work including the Purchased Applications or the Iscopia Platform for any lost profits or revenues or for any indirect, special, incidental, consequential, exemplary or punitive damages however caused, whether contractually or extra-contractually, in tort or under any other theory of liability, and whether or not Iscopia has been advised of the possibility of such damages. The foregoing disclaimer shall not apply to the extent prohibited by applicable law.
    
    20.5 End-User shall hold Iscopia harmless against any claim that would result in Iscopia not being able to avail itself of the limitations of liability described in this Article.
    
    
21. Term, termination and survival
    
    21.1 The Agreement commences on the date indicated in the Agreement or, in the absence of such indication, on the first (1st) day of use of any Purchased Application and will remain in force with respect to any such Purchased Application, until such time as indicated in the Agreement or, in the absence of such indication, until the end of the thirtieth (30th) day following the receipt of a written notice of termination sent by either Party to the other. As to any Work, the Agreement will have been deemed in force from the date of execution of the Statement of Work until the delivery date of the results of the Work.
    
    21.2 Notwithstanding any period of time indicated in the Agreement, the Agreement will terminate:
    
    

    21.2.1 on the sixteenth (16th) day following a notice of default of complying with the Agreement sent by one Party to the other if the default described in the notice is not remedied within that delay;
    
    21.2.2 immediately if either Party becomes insolvent, files an application to obtain the protection of the courts against its creditors, enters into receivership, proceeds to a restructuring of its debts involving extensions of payment, delays or a reduction of the instalments or of the total sum of money payable to its creditors, admits an inability to pay its debts in a timely manner, makes a general assignment for the benefit of its creditors, or undertakes any action in a jurisdiction outside of the United States or Canada that is substantially similar to the foregoing;
    
    21.2.3 immediately, at the option of Iscopia, if the compliance by Iscopia with any applicable Regulatory Requirement or Court Order would likely require modifications to a Purchased Application or would likely result in an increase of the obligations of Iscopia in connection with the supply of this Purchased Application but exclusively in connection with the affected Purchased Application.

    21.3 Notwithstanding the expiry or termination of the Agreement, the provisions of the Agreement will continue to govern the interpretation and enforceability of the rights and obligations of each person bound and governed by them, the whole to the extent applicable whether or not such survival is expressly stipulated. Without limiting the foregoing, any prohibition to, use or use for certain purposes or in a certain manner or to access the Purchased Applications or the Iscopia Platform or to disclose Confidential Information will survive the expiry or termination of the Agreement. For greater clarity, the obligations of Iscopia to supply the Purchased Applications will not survive the expiry or termination of the Agreement.
    
    21.4 Upon the expiry or termination of the Agreement:
    
    

    (a) End-User and all the persons that it may have authorized, invited or allowed to access or use the Purchased Applications must cease using same and prevent the Applicants, Reference Persons or other persons to whom it may have given any right to use these Purchased Applications from using them;
    
    (b) End-User must pay in full all outstanding and unpaid fees owed to Iscopia;
    
    (c) Iscopia will allow End-User to retrieve or copy its Confidential Information as provided in these General Terms and Conditions.

22. General provisions
    
    22.1 Priority of Agreement.  Whenever End-User enters into a contract with any person with respect to the Purchased Applications, the Agreement has priority over such contract and any right granted to any such person by End-User is subordinated to the Agreement.
    
    22.2 Notices.  All notices that are required or permitted to be given in connection with the Agreement must be in writing and will be deemed to have been properly given if and when delivered personally or sent by e-mail, addressed as follows:
    
    

    (a) if to End-User:
    
    at the civic address or at the e-mail address and to the persons indicated in a written notice sent to Iscopia in accordance with this section or in the absence of such indication, to the head office address of End-User or to its e-mail address to the attention of its Chief Financial Officer as same appear on Google;
    
    (b) if to Iscopia as follows:
    
    at the following civic address:
    
    Iscopia Software inc.
    4200 St.Laurent Blvd.
    Suite 1203
    Montreal, Quebec H2W 2R2
    Attention: CFO
    with a copy to President and CEO
    
    or at the following e-mail addresses:
    
    drath@iscopia.com
    fplamondon@iscopia.com

    22.3 Assignment.  A Party's rights and obligations set forth in the Agreement may not be assigned or transferred by that Party to another person or entity without the prior consent of the other Party, save and except as provided herein and save except that either Party may assign such rights and obligations to a purchaser of all or substantially all the assets of such Party or to any subsidiary or affiliate of such Party upon notice to the other Party provided the assignor, if the assignor is End-User, End-User remains jointly and severally (or solidarily in civil law jurisdictions) responsible with the assignee for the performance of the obligations described herein in favor of Iscopia. Notwithstanding anything to the contrary,
    
    

    (a) Iscopia is entitled to subcontract the whole or part of its obligations pursuant to the Agreement provided it remains responsible in favor of End-User for the performance of such subcontracted obligations; and
    
    (b) End-User is entitled to assign its rights to Iscopia or a person designated by it against any person who may have been allowed by it to use or access the Purchased Applications or the Iscopia Platform.

    22.4 Successors.  The Agreement inures to the benefit of and is binding upon the persons that are bound or governed by them, their permitted successors and their permitted assigns.
    
    22.5 Entire Agreement.  The Agreement constitutes the entire agreement between Iscopia and End-User with respect to their subject matter and there are no representations, understandings or agreements relative hereto that are not fully expressed therein. No amendment, change, waiver or discharge hereof or thereof will be valid unless in writing and signed by an authorized representative of the person against whom such amendment, change, waiver or discharge is sought to be enforced. In the case of Iscopia, only the President and Chief Executive Officer and the Chief Financial Officer are authorized representatives of Iscopia for the purposes of any such amendment, change, waiver or discharge.
    
    22.6 Independent contractor.  Iscopia, in performing its obligations under the Agreement, is acting only as an independent contractor and its rights and responsibilities as well as those of the other persons bound or governed by them are to be determined accordingly.
    
    22.7 Waiver and severability.  A waiver by or failure of a Party to exercise any right in any instance will not be deemed a waiver thereof in any subsequent instance. If for any reason a court or arbitrator of competent jurisdiction finds any provision of the Agreement or portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent and the remainder of the Agreement will continue in full force and effect.
    
    22.8 Headings.  The article headings used in these General Terms and Conditions are for reference and convenience only and will not enter into their interpretation.
    
    22.9 Applicable laws.  The Agreement is to be construed, interpreted and governed:
    
    

    (a) by the laws of the Province of Quebec and the laws of Canada applicable in such Province if End-User is a resident of Canada or has a place of business in Canada, even though End-User may also be a resident of another country; or
    
    (b) by the laws of the State of New York, if End-User is a resident of the United States of America or of any other country other than Canada.

    22.10 Disputes.  If a dispute arises of or relates to the Agreement and if the dispute cannot be settled through negotiations, attempts will be made in good faith to settle the dispute by mediation in accordance with the International Mediation Rules of the International Centre for Dispute Resolution, the international division of the American Arbitration Association. Should the mediation fail to settle the dispute, the dispute will be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules, it being specified that the number of arbitrators will be three (3), that the place of arbitration will be Montréal, Province of Québec, Canada, and that the language of arbitration shall be English. This section does not limit Iscopia's right to proceed to an audit as provided in these General Terms and Conditions or in any Schedule.