CueNote, LLC

LICENSE AGREEMENT AND TERMS OF SERVICE

PLEASE CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT AND TERMS OF SERVICE (THE “AGREEMENT”). BY CLICKING THE “ACCEPT” BUTTON BELOW CUSTOMER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN AND CUSTOMER HAS ENTERED INTO A LEGALLY BINDING AGREEMENT WITH CUENOTE, LLC. (“CUENOTE”). THIS AGREEMENT CONTAINS RESTRICTIONS ON CUSTOMER’S ACCESS TO AND USE OF CUENOTE PRODUCTS, DISCLAIMERS, AND LIMITATIONS OF LIABILITY, GOVERNING LAW AND OTHER IMPORTANT TERMS AND CONDITIONS. IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN, DO NOT CLICK ACCEPT AND INSTEAD CONTACT CUENOTE.

CueNote develops, hosts, and maintains software known as CueNote Curriculum that facilitates immersive collegiate lessons. Customer agrees to use CueNote Curriculum in accordance with the terms and conditions of the Agreement. This Agreement is effective upon Customer’s acceptance of the Agreement (the “Effective Date”) and shall continue until the date it is terminated in accordance with Section 13 herein (the “Term”).

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in the Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CueNote and Customer (referred to individually as a “Party” or collectively as the “Parties”) agree as follows:

1. Definitions. Capitalized terms used in the Agreement have the meanings set forth below or defined elsewhere in this Agreement.

1.1 “Affiliate” means an entity or entities directly or indirectly controlling, controlled by, under common control, partnered with, or in any form of transactional or collaborative partnership with a Party to this Agreement. The term “control” as used in the immediately preceding sentence means the right to exercise, directly or indirectly, voting shares, partnership interests, membership shares, or similar evidences of ownership of such controlled entity.

1.2 “Claims” has the meaning provided in Section 11.1.

1.3 “Confidential Information” means information, other than Trade Secrets, that is of value to CueNote (or a third party providing such information to CueNote) and is treated as confidential by CueNote (or such third party), including without limitation the Agreement, Fee Schedule, Credentials, and the CueNote Products.

1.4 “CueNote Assets” means the CueNote Products, CueNote Systems, and the CueNote Marks, cumulatively.

1.5 “CueNote Marks” means any and all trademarks, service marks, trade names, insignias, logos and other business and product identifiers that are owned, used or licensed by CueNote and provided to Customer by CueNote.

1.6 “CueNote Products” means all web properties, audiovisual elements, writings, code, materials, instructions, and information, technical or otherwise, associated with CueNote Curriculum provided to Customer by CueNote behind credentialed login, collectively or separately pursuant to this Agreement.

1.7 “CueNote Systems” means the computer and network systems owned and controlled by CueNote and its Affiliates.

1.8 Customer or “You”, or “your” refers to the individual or entity that has executed this agreement (“Agreement”) and requested, either on behalf of the individual or entity, a license to use the CueNote Products.

1.9 “Credentials” has the meaning provided in Section 2.2.

1.10 “Data” has the meaning provided in Section 8.4.

1.11 “Effective Date” is defined in the preamble of the Agreement.

1.12 “Fee Schedule” has the meaning provided in Section 4.

1.13 “Intellectual Property Rights” means all of the following: (a) patents, patent applications and related patent rights, including but not limited to divisions, continuations, continuations in-part, renewals, reissues, and extensions thereof; (b) rights relating to industrial designs; (c) rights associated with works of authorship including moral rights, copyrights and registrations therefore, mask work and integrated circuit topography rights, applications and registrations; (d) rights relating to the protection of Trade Secrets and Confidential Information; I rights relating to the protection of trademarks, service marks or trade names and, (f) inventions (whether patentable or not), concepts, ideas, methods, techniques, formulae, algorithms, logic designs, screen displays, schematics, source and object code, and computer programs embodied in or associated with the CueNote Assets.

1.14 “Person” means any individual, corporation, partnership, limited liability Customer, trust, association or other entity or organization, including any governmental or political subdivision or any agency or instrumentality thereof.

1.15 “Personal Data” means any information relating to an identified or identifiable natural person that Customer and any other Persons provided to CueNote pursuant to the Agreement. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the individual’s physical, physiological, genetic, mental, economic, cultural or social identity.

1.16 “Privacy Laws” means (i) all applicable international, federal, state, provincial and local laws, rules, regulations, directives and governmental requirements currently in effect and as they become effective relating in any way to the privacy, confidentiality or security of Personal Data, and (ii) all applicable industry standards concerning privacy, data protection, confidentiality or information security currently in effect and as they become effective, including without limitation the Payment Card Industry Data Security Standard, and any other similar standards.

1.17 “Process” or “Processing” means any operation or set of operations which is performed upon Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.

1.18 “Proprietary Information” means Trade Secrets and Confidential Information of CueNote.

1.19 “Term” is defined in the preamble of the Agreement.

1.20 “Trade Secrets” means information of CueNote constituting a trade secret under applicable law.

2. License.

2.1 Subject to Customer’s compliance with the Agreement, CueNote grants to Customer a limited, revocable, non-exclusive, non-assignable, non-transferable license to access and use the CueNote Products during the Term for the sole purpose of facilitating collegiate learning exercises on behalf of the Party to which the CueNote Products are licensed.

2.2 Subject to Customer’s compliance with this Agreement, CueNote will issue Customer login credentials that can be used to access the CueNote Products (all credentials cumulatively, the “Credentials”). Customer is solely responsible for maintaining the confidentiality of all Credentials and associated passwords.

2.3 Customer agrees to make every reasonable effort to safeguard Customer login and the Credentials against unauthorized use. Customer agrees to be responsible for the acts of any Persons who use the Credentials to access CueNote Products whether authorized by Customer or not. Customer shall notify CueNote promptly upon discovery of any unauthorized access to the Credentials or the CueNote Products.

2.4 CueNote may update and provide new versions of CueNote Products at any time.

2.5 CueNote reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion. Customer waives any objection, claims or any rights to damages or other compensation in relation to CueNote’s exercise of its rights under this section. Customer’s use of any CueNote Products is further subject to any additional terms and conditions that CueNote may provide to Customer from time to time.

3. Restrictions.

3.1 Customer may not sublicense, transfer, lease, rent, sell, distribute to, share or make available the CueNote Assets, or Customer’s rights under the Agreement, with any Person, without the express written consent of CueNote.

3.2 Customer may not modify, adapt, translate, copy, disassemble or reverse engineer or take similar action with respect to the CueNote Assets, or otherwise attempt to discover the underlying source code of the foregoing, for any purpose. Customer further agrees to reasonably cooperate with CueNote in CueNote’s protection of its Intellectual Property Rights in the CueNote Assets.

3.3 This Agreement does not grant access to, and Customer will not access, or attempt to gain access by any means to (including, without limitation, by use of CueNote Curriculum) CueNote Systems or Affiliates of CueNote’s computer systems or databases, other than those that provide CueNote Products.

3.4 Customer shall not release the results of any performance or functional evaluation of the CueNote Products to any third party without prior written approval of CueNote for each such release.

3.5 Customer may not use the CueNote Products in any way which, in CueNote’s sole discretion, adversely affects the performance or function of the CueNote Products or the CueNote Systems or interferes with the ability of authorized parties to access the CueNote Products or the CueNote Systems. CueNote may suspend Customer’s access to and use of the CueNote Products as necessary in CueNote’s sole discretion, including to: (1) prevent access to and use of the CueNote Products or the CueNote Systems that is not in compliance with the Agreement; (2) correct a material error in the CueNote Products or the CueNote Systems or (3) comply with a law, regulation or rule or any ruling of a court or other body of competent jurisdiction.

3.6 Customer shall not use the CueNote Marks or the name of CueNote or any of its Affiliates without the prior written approval of CueNote for each such use. CueNote shall not use the Customer Marks or the name of Customer or any of its Affiliates without the prior written approval of Customer for each such use.

3.7 Any access to or use of the CueNote Products or the CueNote Systems that is inconsistent with the terms herein is unauthorized and strictly prohibited without the express prior written consent of CueNote.

4. Fees.

4.1 Fees and the payment terms for the CueNote Products are set forth on the Fee Schedule separately provided by CueNote to Customer (the “Fee Schedule”). CueNote reserves the right to unilaterally modify the Fee Schedule and will provide Customer with written notice of any such modification prior to its Effective Date.

5. Service.

5.1 Customer acknowledges that there are risks inherent in the use of the software, hardware and internet connectivity that may result in interruptions or errors in the service, loss of privacy, confidentiality, information or property, as well as other losses, damages or adverse occurrences, regardless of the measures taken to avoid such occurrences.

5.2 CueNote will use commercially reasonable efforts to maintain availability of the CueNote Products twenty-four (24) hours per day, seven (7) days per week. However, scheduled and unscheduled interruptions may occur. Normal software or hardware upgrades are typically scheduled for nights and weekends and designed to cause a minimal interruption to the Customer’s access to the CueNote Products. Customers will be notified of significant interruptions of service in advance.

5.3 The CueNote Products consist of interactive Internet applications that perform a variety of communications over the Internet as part of their normal operation. A number of communications features are automatic and are enabled by default. By using the CueNote Products, Customer consents to the software’s communications features. Customer is responsible for any telecommunications or other connectivity charges incurred through use of the software.

6. Title and Intellectual Property Rights.

6.1 All right, title and interest in and to the CueNote Assets including all Intellectual Property Rights therein, as applicable, are exclusively owned by and shall remain exclusively owned by CueNote and/or its licensors or suppliers. Each license or right granted hereunder only provides Customer a right to use as limited by the terms, conditions and restrictions specified in this Agreement. Customer does not, and shall not, acquire any other right, title or interest in any CueNote Assets, any derivative works thereof, or any copyrights or other Intellectual Property Rights therein, which shall always remain the exclusive property of CueNote and/or its licensors.

6.2 Customer acknowledges that CueNote’s rights in and to the CueNote Assets are unique and that financial remedies will be insufficient to compensate CueNote for any infringement of such rights. CueNote shall be entitled to injunctive and other equitable relief to protect, maintain, defend, enforce, and preserve such rights, in addition to any other remedies that may be available.

7. Confidentiality.

7.1 Customer agrees to hold all Proprietary Information in trust and confidence and will not at any time, directly or indirectly, disclose, furnish, divulge or permit any Person access to any of the Proprietary Information, except disclosure to a Customer’s employees, officers, legal counsel and members of Customer’s board of directors or supervisory board, each of whom Customer requires in writing to comply with the obligations of Customer set forth in this Section 7 and has a need to know such information in the course of performing this Agreement. Other than as authorized in this Agreement, Customer shall not exploit or attempt to exploit in any way or manner whatsoever the Proprietary Information for its own private benefit or for the benefit of any Person. Customer will not make copies of any Proprietary Information. Customer shall notify CueNote immediately upon discovery of any unauthorized use or disclosure of the Proprietary Information.

7.2 The obligations set forth in this Section 7 do not apply if and to the extent Customer establishes that the (a) Proprietary Information was already known to Customer, without obligation to keep it confidential, at the time of its receipt from CueNote, as evidenced by documents in the possession of Customer prepared or received prior to disclosure of such information; (b) Proprietary Information was received by Customer in good faith from another Person lawfully in possession thereof without obligation to keep such information confidential and without requiring Customer to keep the information confidential; or (c) Proprietary Information was publicly known at the time of its receipt by Customer or has become publicly known other than by a breach of this Agreement.

7.3 It will not be a violation of this Section 7 if Customer discloses Proprietary Information as required by applicable statute or regulation or by judicial or administrative process, provided that, unless prohibited by applicable law, Customer notifies CueNote in advance of such disclosure to provide CueNote the opportunity to obtain such protective orders or other relief as the compelling court or other entity may grant.

7.4 Customer acknowledges and agrees that its obligations under this Section 7 with regard to Trade Secrets shall remain in effect as long as such information remains a trade secret under applicable law. Customer acknowledges that its obligations under this Section 7 regarding Confidential Information shall remain in effect indefinitely after the Confidential Information is disclosed to Customer.

7.5 Customer acknowledges that any use or disclosure of Proprietary Information in any manner inconsistent with the provisions of the Agreement may cause CueNote irreparable damage and that financial remedies will be insufficient to compensate CueNote for such use or disclosure. CueNote shall be entitled to injunctive and other equitable relief to protect, maintain, defend, enforce, and preserve its rights in the Proprietary Information, in addition to any other remedies that may be available.

8. Customer Obligations, Representations, Warranties.

8.1 Customer shall not remove, suppress or modify in any way any proprietary marking, including any trademark or copyright notice contained in the CueNote Assets.

8.2 Without in any way limiting or expanding any other restrictions imposed upon or obligations of Customer set forth in this Agreement, Customer shall not alter, modify, replace or obscure the manner in which the CueNote Products operate or are designed, including, but not limited to, altering or omitting any written or audiovisual features (collectively, the “CueNote Assets”), which in most instances have been certified or pre-approved by CueNote or its Affiliates.

8.3 Customer represents and warrants that Customer will not incorporate any malicious or similar code into the CueNote Products.

8.4 Customer represents and warrants that it will not provide to CueNote any Data that includes a credit or debit card number, with or without any required security code, or password that would permit access to a financial account, or any other sensitive financial information, and that Customer understands and agrees that CueNote will not be liable for the loss or unauthorized access of such Data.

9. CueNote Limited Warranty, Exclusion of Warranties, Representations.

9.1 CUENOTE DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS TO CUSTOMER OR ANY OTHER PERSON WITH RESPECT TO THE CUENOTE ASSETS OR ANY OTHER PRODUCTS OR SERVICES PROVIDED HEREUNDER OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY. REPRESENTATIONS OR OTHER AFFIRMATIONS OF FACT, INCLUDING BUT NOT LIMITED TO, STATEMENTS REGARDING PERFORMANCE OF THE CUENOTE ASSETS NOT CONTAINED IN THIS AGREEMENT, SHALL NOT BE BINDING ON CUENOTE. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED AND DISCLAIMED.

10. Limitation of Liability.

10.1 CUSTOMER AGREES THAT CUENOTE, ITS AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR COSTS INCURRED AS A RESULT OF LOSS OF DATA, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE OF THE CUENOTE ASSETS OR ANY BUSINESS OR WORK INTERRUPTION OR OTHER PECUNIARY LOSS ARISING OUT OF THIS AGREEMENT, EVEN IF CUENOTE OR ITS AFFILIATES HAVE BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR COSTS OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, CIVIL LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.

10.2 CUSTOMER AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY FOR LOSSES, DAMAGES, COSTS AND EXPENSES ARISING IN CONNECTION WITH THIS AGREEMENT BY CUENOTE SHALL BE LIMITED TO CUSTOMER’S ACTUAL, DIRECT OUT-OF-POCKET EXPENSES THAT ARE REASONABLY INCURRED BY CUSTOMER; PROVIDED, HOWEVER, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CUENOTE TO CUSTOMER EXCEED THE FEES RECEIVED BY CUENOTE FROM CUSTOMER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE SUCH CLAIM AROSE, LESS ALL PAYMENTS MADE OF OTHER CLAIMS SUBJECT TO THIS LIMITATION UNDER THIS AGREEMENT. THIS LIMITATION OF LIABILITY SHALL BE APPLICABLE ONLY TO THE EXTENT PERMITTED BY LAW IN THE EVENT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CUENOTE, OR IN THE EVENT OF DEATH OR PERSONAL INJURY.

10.3 CUSTOMER UNDERSTANDS THAT THE CUENOTE PRODUCTS PROVIDE FUNCTIONALITY THAT UTILIZES THE INTERNET WHICH IS NOT UNDER THE CONTROL OF CUENOTE OR ITS AFFILIATES. ACCORDINGLY, CUSTOMER AGREES THAT CUENOTE IS NOT RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY CLAIMS, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY CUSTOMER’S IMPROPER OR INCORRECT USE OF OR RELIANCE ON ANY CONTENT, GOODS OR SERVICES AVAILABLE THROUGH THE INTERNET, OR FOR ANY PARTIES’ INABILITY TO ACCESS THE INTERNET OR ANY WEB SITE.

10.4 CLAIMS NOT MADE WITHIN ONE (1) MONTH AFTER THE FIRST EVENT GIVING RISE TO A CLAIM SHALL BE DEEMED WAIVED.

10.5 CUENOTE’S COLLECTIVE LIABILITY UNDER THIS AGREEMENT FOR ANY REASON WILL NOT EXCEED THE GREATER OF $500 (FIVE HUNDRED DOLLARS) AND THE FEES ACTUALLY PAID BY YOU UNDER THIS AGREEMENT (IF ANY). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.

11. Indemnification.

11.1 Subject to the Limitations on Liability set out herein, CueNote and the Customer shall defend, indemnify and hold each other and their officers, directors, employees, affiliates and agents harmless from and against all losses, damages, liabilities, claims, actions and all related expenses (including reasonable attorneys’ fees and expenses) by reason of injury or death to any person or damage to any tangible or intangible property arising or resulting from the negligence or willful misconduct of the indemnifying party, its employees, contractors, or agents (any of the forgoing shall constitute a “Claim” for purposes of this Agreement).

11.2 CueNote shall defend, indemnify, and hold harmless Customer against allegations that CueNote Products or any combination or portion thereof infringes or violates any third party right including without limitation patent, copyright, trade secret, trademark, or other third party intellectual property.

11.3 Customer shall defend, indemnify, and hold CueNote harmless against Customer’s breach or noncompliance with the Agreement and Customer’s use of the CueNote Assets other than in accordance with the Agreement

11.4 The obligations set forth this section are contingent upon Customer (a) promptly notifying CueNote in writing of any Claim; (b) permitting CueNote to control the defense, settlement and appeal of the Claim except that CueNote may not settle or otherwise resolve any Claim without Customer’s express prior written consent, such consent not to be unreasonably withheld; and (c) Customer assisting and cooperating with CueNote at Customer’s sole expense to enable CueNote to defend, compromise, settle, or appeal any Claim.

12. Compliance with Law.

12.1 Customer shall strictly comply with all applicable laws, rulings and regulations and shall take no actions that would cause CueNote or any of CueNote’s Affiliates to be in violation of any laws, rulings or regulations applicable to it or them. The parties shall abide by all foreign and United States federal, state and local laws, ordinances, rules and regulations applicable to the transactions contemplated hereunder. Customer agrees to comply to the extent applicable with the United States Export Administration regulations, the International Traffic in Arms regulations and any regulations of the Department of the Treasury’s Office of Foreign Assets Control in its use of the CueNote Assets.

13. Termination.

13.1 CueNote may terminate the Agreement at any time with or without cause and without notice to Customer. Either Party may terminate the Agreement immediately upon a material breach by the other Party of the terms of the Agreement, including the failure of Customer to pay any fees referenced in the Fee Schedule or any other schedules, exhibits, or addenda.

13.2 Upon the expiration or termination of the Agreement for any reason:

13.2.1 All rights granted to Customer under the Agreement shall immediately cease and Customer shall immediately cease access to and use of the CueNote Assets;

13.2.2 Sections 6-7, 8.4, 9-11, 13.2, 14 and 15, and Customer’s obligation to pay any outstanding fees referenced in the Fee Schedule or any other schedules, exhibits, or addenda shall continue in full force and effect;

13.2.3 Customer shall immediately pay any and all amounts due to CueNote, including but not limited to all outstanding invoices; and

13.2.4 Within ten (10) days of such expiration or termination, Customer shall destroy or return to CueNote any CueNote Assets in its custody or control, including any copies of same, and any work product of Customer referencing or incorporating the CueNote Assets. Customer shall certify to CueNote in writing within thirty (30) days of termination that it has complied with this Section 13.2.4.

13.2.5 Customer is solely responsible for the removal of CueNote Products from any cached or saved systems.

14. General.

14.1 The relationship created by this Agreement is one of independent contractor, and nothing in this Agreement shall constitute the Parties as joint ventures, partners, employees, or agents of each other. Neither Party has authority to create any obligations for the other.

14.2 All notices, consents, requests, instructions, approvals, and other communications made, required, or permitted hereunder shall be given in writing and delivered to the receiving Party at its respective notice address set forth on the Fee Schedule, by certified or registered mail (return receipt requested), or by a nationally recognized courier and shall be effective three (3) days after such notice or communication is sent by a Party to the addressee. Either Party may change its notice address by written notice to the other Party in accordance with the terms of this Section 14.2.

14.3 This Agreement will be governed by and construed in accordance with the laws of the state of Oklahoma, without regard to its principles of conflicts of law.

14.4 Except for the right of either Party to apply to a court of competent jurisdiction for an injunction or other equitable relief available under applicable law to preserve the status quo or prevent irreparable harm pending the selection and confirmation of a panel of arbitrators, and for the right of CueNote to bring suit for outstanding fees due CueNote hereunder, or any claim of unauthorized use of CueNote’s intellectual property rights, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Tulsa, OK in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The award of the arbitrators shall be final and binding, and, if appropriate, the parties explicitly waive request for review under Article V Section 1 of the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Arbitration shall be conducted by a panel of three members, one member selected by Customer, one member selected by CueNote and the third member, who shall be chairman, selected by agreement between the other two members.

14.5 Any modification or amendment to this Agreement shall be effective only once the modification or amendment is reduced to writing and signed by authorized representatives of both Parties.

14.6 The failure of either Party to require the performance by the other Party of any provision hereof shall not constitute a waiver of that provision or the required performance. The waiver by either Party of any breach of any provision of this Agreement shall not constitute a waiver as to any subsequent breach or continuation of the same breach.

14.7 This Agreement, including any rights, licenses or obligations under this Agreement, may not be transferred by Customer to any other Person, by assignment or operation of law without the prior written consent of CueNote. In the event of any assignment of this Agreement, this Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective legal successors and permitted assigns.

14.8 If any provision of this Agreement shall be unenforceable or invalid under any applicable law or court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, but rather such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. However, if the essential economic and business terms of this Agreement cannot still be preserved as a result of said unenforceability or invalidity, then this Agreement shall terminate.

14.9 Both Parties covenant and agree that, subsequent to the execution of the Agreement and without any additional consideration, both Parties will execute and deliver any further legal instruments and perform acts which are or may become necessary to effectuate the purpose of the Agreement.

14.10 CueNote shall not be liable for the failure to perform any of its obligations under this Agreement if such failure is caused by the occurrence of any force majeure event beyond the reasonable control of such Party, including without limitation, fire, flood, strikes and other industrial disturbances, failure of raw material suppliers, failure of transport, accidents, wars, riots, insurrections, acts of terrorism, acts of God or orders of governmental agencies.

14.11 With regard to Quebec, the parties declare that they have required that this Agreement and all documents related hereto, either present or future, be drawn up in the English language. Les parties déclarent par les présentes qu’elles exigent que cette entente et tous les documents y afferents, soit pour le present ou l’avenir, soient rédigés en langue anglaise.

14.12 The Agreement, including the Fee Schedule and all schedules, exhibits and attachments constitute the entire agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes and replaces all prior understandings, negotiations, commitments, representations and agreements of the Parties with respect to the subject matter hereof.