Lic. Agmt.

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End User Software and Subscription Agreement
READ CAREFULLY THESE TERMS AND CONDITIONS, AS THEY, TOGETHER WITH THE ORDER FORM ON WHICH THEY ARE REFERENCED, CONSTITUTE A LEGALLY BINDING AGREEMENT AND GOVERN YOUR USE OF THE JATS SOFTWARE AND THE PROVISION BY J AUTO TRADING STRATEGIES, LLC OF ASSOCIATED SERVICES.  BY INSTALLING AND/OR USING THE JATS SOFTWARE, OR BY RECEIVING THE J AUTO TRADING STRATEGIES, LLC SERVICES, YOU ARE INDICATING THAT YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT INSTALL THE JATS SOFTWARE OR RECEIVE THE J AUTO TRADING STRATEGIES, LLC SERVICES.
This End User Software and Subscription Agreement (this “Agreement") is entered into by and between J Auto Trading Strategies, LLC (JATS™) and the customer identified on the Order Form that is purchasing a Software Subscription and/or Services ("You” or "Customer”), and is effective as of the date the JATS Software is installed, or the date you first receive the J Auto Trading Strategies, LLC Services, whichever comes first (the "Effective Date"). JATS and Customer are collectively referred to as the "Parties” and individually as a "Party”. If you are entering into this Agreement on behalf of a company or legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “You” and “Your” shall refer to such entity.
This Agreement permits Customer to order the JATS Software and/or Services (as applicable) from J Auto Trading Strategies, LLC pursuant to the terms and conditions contained herein.  If Customer is ordering or otherwise obtaining the JATS Software and/or receiving Services, then the terms and conditions of this Agreement shall govern Customer’s use of the JATS Software and/or Services.
1. Definitions
The following capitalized terms shall have the meaning set forth below. Other defined terms shall have the meanings set forth where they are first underlined.
1.1 “Documentation” means the documentation provided with the JATS Software to Customer hereunder, together with any and all new documentation releases, corrections and updates furnished by JATS to Customer under this Agreement.
1.2 “Open Source Software” means individual software components that are provided with the JATS Software, for which the source code is made generally available, and that are licensed under the terms of various published open source software license agreements or copyright notices accompanying such software components.
1.3 "Order Form” means (i) a JATS order form accepted by both Parties, pursuant to which Customer may order JATS Software and Services from J Auto Trading Strategies, LLC, or (ii) any document accepted by and between an authorized reseller of J Auto Trading Strategies, LLC pursuant to which Customer may order JATS Software and Services from J Auto Trading Strategies, LLC.
1.4 “Services” means collectively the Consulting Services and/or Training Services.
1.5 “Software Subscription” means Customer’s right to use the applicable JATS Software, subject to the License Type restrictions for which such right has been purchased.
1.6 “Software Subscription Key” means a logical code that activates and controls a Software Subscription based on (i) the applicable License Type, (ii) the JATS Software edition for which a Software Subscription has been purchased, and (iii) the Subscription Term. A Software Subscription Key is “attached” to a specific hardware machine identified by a MAC address, and may be installed on only one machine at a time.
1.7 “Subscription Term” means the period of time for which the Software Subscription is valid as set forth in the applicable Order Form.  The subscription period commences on the date of installation or date of renewal. 
1.8 “JATS Software” means the object code version of the J Auto Trading Strategies, LLC proprietary software for which Customer has purchased a Software Subscription hereunder, as indicated on the applicable Order Form, along with any Updates thereto provided by J Auto Trading Strategies, LLC to Customer hereunder.
1.9 “Update” means any Major Release, Minor Release, Service Pack and/or Patch of or for the JATS Software that is made generally available by J Auto Trading Strategies, LLC to its customers during the term of this Agreement.

2. Software Subscription, Delivery, Restrictions
2.1 License Grants. Subject to the terms and conditions of this Agreement, including the payment of all applicable fees, J Auto Trading Strategies, LLC hereby grants to Customer, solely for Customer’s personal trading use only, a limited, non-exclusive, non-transferable right and license to:  (a) Use the JATS Software during the Subscription Term, subject to the applicable License Type restrictions (as specified on an Order Form).  The Licensed Software shall be utilized by Customer only in accordance with this Agreement and shall not be copied into any other software (including source code, object code or algorithms), modified or disclosed in any form by any media to any other person or party.
2.2  Licensed Software.  The Licensed Software includes any trading system or indicator(s) provided to Customer by JATS.  The aforementioned trading system or indicators will be configured to execute on one computer owned by the customer only, unless otherwise agreed upon in writing.
2.3 Reservation of Rights; Restrictions. JATS owns all right title and interest in and to the JATS Software and any derivative works thereof, and no other license to the JATS Software is granted to Customer by implication, estoppel or otherwise. Customer understands and agrees that Customer’s ability to use the JATS Software is determined by the Software Subscription Key provided to Customer. Customer agrees not to: (i) prepare derivative works from, modify, copy or use the JATS Software in any manner except as expressly permitted in this Agreement; (ii) attempt to circumvent, disable or defeat the limitations on Customer’s use of the JATS Software encoded into the Software Subscription Key; (iii) transfer, sell, rent, lease, distribute, sublicense, loan or otherwise transfer the JATS Software or the Generated Code in whole or in part to any third party; (iv) use the JATS Software or the Generated Code for providing time-sharing services, any software-as-a-service offering (“SaaS”), service bureau services or as part of an application services provider or as a service offering; (v) alter or remove any proprietary notices in the JATS Software or the Generated Code; and (vi) make available to any third party any analysis of the results of operation of the JATS Software, including benchmarking results, without the prior written consent of JATS. Notwithstanding the foregoing restrictions, in the event Customer has purchased a Software Subscription license for Commercial Use (as such term is defined below), Customer shall be permitted to use the JATS Software to provide third party services in cases where such third parties access the Customer provided applications or services, but where such third parties do not have the ability to install, configure, manage or have direct access to the JATS Software. JATS hereby agrees, subject to payment of the applicable fees, to permit such use and the terms of this Agreement, including references to "internal use" and/or "internal business operations" shall be deemed to include and permit such use (hereafter referred to as "Commercial Use").
2.4 Delivery; Software Subscription Keys and Use Manager. The JATS Software is only available electronically and will not be available in any other format. JATS Software shall be deemed delivered to Customer upon JATS making available to Customer the Software Subscription Key and installing the JATS Software on the Customer’s computer. Customer understands and agrees that a Software Subscription Key provided by JATS is required to enable the JATS Software and that Software Subscription Keys are valid only during the Subscription Term.  The JATS Software will, in the absence of any renewal of the Subscription Term, be disabled automatically upon the expiration of the Subscription Term.
3. Services
3.1  Support Services. Subject to the payment by Customer to JATS of applicable fees, JATS will provide Customer with the Support Services specified in the Order Form. Support Services are provided to Customer solely for Customer’s internal use and Customer may not use the Support Services to supply any consulting, support or training services to any third party. JATS reserves the right to modify reasonably its Support Services Policy from time to time, provided that in no event will JATS materially degrade or diminish the level and quality of Support Services provided under its Support Services Policy during the term of this Agreement.  JATS shall have no obligation to support versions of the JATS Software that have been modified by Customer.
3.2 Training Services.  Subject to the payment by Customer to JATS of applicable fees, JATS agrees to provide Customer with the training services (“Training Services”), if any, set forth on an applicable Order Form, or as may be further described in an applicable Statement of Work.
3.3 Subcontractors.  JATS reserves the right to use subcontractors to perform Services on JATS’ behalf.
3.4 Ownership of Work Product and Other Materials. In the course of performing the Services, JATS may create derivative works of the JATS Software, new software or other works of authorship (collectively “Work Product”). JATS shall own all right title and interest in and to all Work Product, including all intellectual property rights therein and thereto.  JATS hereby grants to Customer a license to such Work Product under the same terms and conditions as Customer’s license to the JATS Software set forth in Section 2.1 above. Notwithstanding the foregoing, and for the avoidance of doubt, in the case of Work Product that are Generated Code, JATS shall retain ownership of the Generated Code. Nothing in this Agreement shall be deemed to prohibit JATS from using for any purpose any general knowledge, skills, techniques or methods it learns in the course of performing Services.
3.5 Customer Obligations.  Customer agrees to provide JATS with such cooperation, materials, information, access and support which JATS deems to be reasonably required to allow JATS to successfully provide the Services.   Customer understands and agrees that JATS’ obligations to provide Services are expressly conditioned upon Customer providing such cooperation, materials, information, access and support.
4. Fees, Payment, Refunds and Taxes
4.1 Fees and Payment. Customer agrees to pay JATS the applicable Software Subscription and Services fees stated on the Order Form before receiving the applicable Software and Services.
4.2 Refunds.  There are no refunds for Software installed or Services purchased.
4.3 Payment. Unless otherwise specified on an Order Form, all payments will be tendered in U.S. Dollars.
4.4 Taxes. All amounts payable by Customer to JATS under this Agreement for Software delivered outside of the State of Texas are exclusive of any tax, levy, VAT or other relevant governmental charge that may be assessed by any jurisdiction (Taxes) and Customer agree to pay such Taxes, except for taxes based on JATS’ income, whether based on gross revenue, the delivery, possession or use of the JATS Software, the provision of Services, the execution or performance of this Agreement or otherwise, and including without limitation all goods and services tax, sales tax, excise duty, import or export levy, value added tax, governmental permit fees, license fees, and customs. If, as a result of any tax or levy, Customer is required to withhold any amount on any payment to JATS, then the amount of the payment to JATS shall be automatically increased to totally offset such tax, so that the amount actually remitted to JATS, net of all taxes, equals the amount invoiced or otherwise due. Customer will promptly furnish JATS with the official receipt of payment of these taxes to the appropriate taxing authority. If Customer is tax exempt, Customer shall provide JATS with a certificate of exemption acceptable to the taxing authority.
5. Term and Termination
5.1 Term. This Agreement shall commence on the Effective Date and shall, unless earlier terminated under Section 5.2 below, continue in force until the expiration of the applicable Subscription Term.
5.2 Termination; Post Termination. Either Party may, upon written notice to the other Party, terminate this Agreement for material breach by the other Party if such Party has failed to cure such material breach within thirty (30) days of receiving written notice of such material breach from the non-breaching Party. Notwithstanding the foregoing, this Agreement shall automatically terminate in the event that Customer intentionally breaches the scope of the license granted in Section 2.1 of this Agreement. Upon termination of this Agreement, for any reason, Customer shall promptly cease the use of the JATS Software and Documentation and destroy (and certify to JATS in writing the fact of such destruction), or return to JATS, all copies of the JATS Software and Documentation then in Customer’s possession or under Customer’s control.
5.3 Survival. All payment obligations under Section 4, plus Sections 1, 2, 5, and 6-11 shall survive any termination or expiration of this Agreement.
6. Confidentiality
6.1 Confidential Information. Each party ("Receiving Party") agrees to retain in confidence any information provided to it by the other party ("Disclosing Party") that is marked, labeled or otherwise designed as confidential or proprietary or that Receiving Party knew, or should have known, was confidential due to the circumstances surrounding the disclosure by Disclosing Party ("Confidential Information").  The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by the Receiving Party without reference to the other party's Confidential Information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). Each party will only disclose Confidential Information to its employees, agents, representatives and authorized contractors (collectively “Representatives”) having a need to know for the purposes of this Agreement. Each party will notify and inform such Representatives of each party's limitations, duties, and obligations regarding use, access to, and nondisclosure of Confidential Information and will obtain or have obtained its Representatives' agreements to comply with such limitations, duties, and obligations with regard to such Confidential Information no less restrictive than those contained herein. Each party is liable for all acts and omissions of the Representatives related to the other party’s Confidential Information. Each party agrees to give notice to the other party immediately after learning of or having reason to suspect a breach of any of the proprietary restrictions set forth in this Section. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
7. Warranties and Remedies
7.1 Software Performance Warranty and Remedy. JATS warrants to Customer that for a period of sixty (60) days from the Effective Date (“Warranty Period”), the JATS Software will perform in all material respects in accordance with the Documentation unless a longer warranty period is foreseen by local applicable laws. Customer’s exclusive remedy and JATS’ sole obligation for any failure of the JATS Software to perform in all material respects in accordance with its Documentation will be for JATS to use its commercially reasonable efforts to correct such non-conformance. Such warranties do not apply to any defect resulting from: (i) misuse, (ii) casualty loss, (iii) use or combination of the JATS Software with any products, goods, services or other items furnished by anyone other than JATS (unless recommended by JATS in writing), (iv) any modification not made by or for JATS, or any use of the JATS Software by Customer in violation of the terms of this Agreement.
7.2 Warranty Disclaimer and Limitations. EXCEPT AS SET FORTH IN SECTION 7.1 ABOVE, THE JATS SOFTWARE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND JATS AND ITS LICENSORS MAKE NO WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE JATS SOFTWARE, DOCUMENTATION, MATERIALS OR SERVICES FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, JATS AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE JATS SOFTWARE, DOCUMENTATION AND SERVICES ARE PROVIDED BY JATS HEREUNDER, AND WITH RESPECT TO THE USE OF THE FOREGOING. FURTHER, JATS DOES NOT WARRANT RESULTS OF USE OR THAT THE JATS SOFTWARE WILL BE ERROR FREE OR THAT THE CUSTOMER’S USE OF THE JATS SOFTWARE OR DELIVERABLES WILL BE UNINTERRUPTED. 
8. Intellectual Property Infringement Claims
8.1 Obligation. Subject to the applicable conditions and limitations set forth in this Section 8, JATS will, at its expense (i) defend, or at its option settle, a claim brought against Customer by an unaffiliated third party alleging that the JATS Software infringes such party’s patent registered in the United States, or any copyright or trademark of such party registered in the jurisdiction of Customer’s use of the JATS Software, or makes intentional, unlawful use of such party’s trade secret (each an “Infringement Claim”) and (ii) pay any settlement of such Infringement Claim consented to by JATS or pay any damages finally awarded to such third party by a court of competent jurisdiction as the result of such Infringement Claim.
8.2 Remedies. If during the Term the JATS Software is, or in JATS’ reasonable opinion is likely to become, the subject of an Infringement Claim, JATS may, at its expense and option: (i) obtain the right for Customer to continue to use the JATS Software; (ii) modify the JATS Software so that it becomes non-infringing but is substantially functionally equivalent; or (iii) in the event that neither (i) or (ii) are commercially reasonable options, terminate Customer’s license to use the JATS Software and promptly refund to Customer any pre-paid, but unused fees paid by Customer to JATS for the Software Subscription that was fulfilled prior to such termination.
8.3 Exclusions. JATS will have no obligation to Customer to the extent any Infringement Claim is based upon or results from: (i) Customer’s use of any version of the JATS Software not made available directly through JATS or an authorized JATS reseller; (ii) the failure of Customer to use an Update of the JATS Software that would avoid the infringement; (iii) a modification of the JATS Software that is not performed by JATS; (iv) the combination, operation, or use of the JATS Software with any other products, services or equipment not provided by JATS; (v) any intellectual property right owned or licensed by Customer, excluding the Software or (vi) any third party Open Source Software. 
8.4 Conditions. The obligations of JATS in Section 8.1 are conditioned upon Customer (i) notifying JATS promptly of any threatened or pending Infringement Claim, (ii) giving JATS, reasonable assistance and information requested by JATS in connection with the defense or settlement of the Infringement Claim and (iii) tendering to JATS sole control over the defense and settlement of the Infringement Claim. Customer’s counsel will have the right to participate in the defense of the Infringement Claim, at Customer’s own expense. Customer will not, without the prior written consent of JATS, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened Infringement Claim.
8.5 THE FOREGOING PROVISIONS OF THIS SECTION 8 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF JATS, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE JATS SOFTWARE.
9. Limitation of Liability
9.1 Disclaimer of Certain Damages. IN NO EVENT SHALL CUSTOMER OR JATS OR ITS LICENSORS BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE USE OR INABILITY TO USE THE JATS SOFTWARE, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  YOU ARE FULLY RESPONSIBLE FOR INTERNET ACCESS AND CONNECTIVITY ISSUES. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9.1 SHALL NOT APPLY TO A BREACH THROUGH GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BY CUSTOMER OF THE SCOPE OF THE LICENSE GRANTED IN SECTION 2.1 OR TO A BREACH BY EITHER PARTY OF ITS OBLIGATIONS UNDER SECTION 6 (CONFIDENTIALITY) OF THIS AGREEMENT.
9.2 Damages Cap. IN NO EVENT SHALL JATS’ OR ITS LICENSORS’ AGGREGATE, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS CUSTOMER WAS REQUIRED TO PAY JATS UNDER THIS AGREEMENT FOR THE JATS SOFTWARE OR SERVICES GIVING RISE TO SUCH LIABILITY, IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
9.3 CUSTOMER AGREES THAT THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS ARE A REASONABLE ALLOCATION OF THE RISK BETWEEN THE PARTIES AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
10. Customer’s contracting Party, Governing Laws, Jurisdiction and Notices.
10.1 General. Customer is contracting with J Auto Trading Strategies, Inc, a Texas limited liability corporation. This Agreement shall be governed by the laws of the state of Texas, and any dispute regarding the interpretation, the conclusion, the performance or the termination of this Agreement which is not resolved amicably by the Parties shall be subject to the exclusive jurisdiction of the Federal Court for the southern district of Texas, or if that court lacks subject matter jurisdiction, in any Texas State Court located in Harris County.
10.2 Governing Law and Jurisdiction. Each Party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
10.3 Notices. Any notice or other communication under this Agreement given by either Party to the other will be deemed to be properly given if given in writing and delivered in person or email. Either Party may from time to time change its address for notices under this Section by giving the other Party notice of the change in accordance with this Section 10.3.
11. Miscellaneous
11.1 Assignment. Customer may not assign this Agreement, in whole or in part, without the prior written consent of JATS. Any assignment in violation of this Section 11.1 shall be void and of no effect. Subject to the foregoing, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and assigns.
11.2 Customer Identification.  JATS may, upon Customer’s written approval, identify Customer as a user of the JATS Software and/or the Services, as applicable, on its website, through a press release issued by JATS and in other promotional materials. Customer also agrees to cooperate with JATS in writing a case study exposing how the JATS Software and/or the Services are being used and the benefits the Customer is deriving from this use.
11.3 Applicable laws. Customer acknowledges that the JATS Software is subject to U.S. export control laws and regulations. Customer warrants that it is now and will remain in the future compliant with all export control laws and regulations, and will not export, re-export, otherwise transfer or disclose any JATS Software to any person contrary to such laws or regulations. JATS and its customers adhere to the Foreign Corrupt Practices Act [15 U.S.C. § 78dd-1, 15 U.S.C. §§ 78m(b)(2)(A) and (B)of 1977 and the UK Anti-Bribery Act of 2010 and denounce any form of bribery and other unethical behavior in its business negotiations.  
11.4 Force Majeure. Neither Party will be liable for, or be considered to be in breach of or default under this Agreement, other than monetary obligations, as a result of any cause or condition beyond such Party’s reasonable control.
11.5 Non-waiver. Any failure of either Party to insist upon or enforce performance by the other Party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be interpreted or construed as a waiver or relinquishment of such Party’s right to assert or rely upon such provision, right or remedy in that or any other instance.
11.6 Language. The governing language of this Agreement shall be English. Any translation of this Agreement is made for information purposes only and the English language version shall prevail.
11.7. Third Party Software. Any licensor of JATS whose software is embedded in the Software and any supplier of JATS whose products or technology are embedded in (or services are accessed by) the Software shall be a third party beneficiary with respect to this Agreement, and such licensor or vendor shall have the right to enforce this Agreement in its own name as if it were JATS. In addition, certain third party software may be provided with the Software and is subject to the accompanying license(s), if any, of its respective owner(s). To the extent portions of the Software are distributed under and subject to open source licenses obligating JATS to make the source code for such portions publicly available (such as the GNU General Public License (“GPL”) or the GNU Library General Public License (“LGPL”)), JATS will make such source code portions (including JATS modifications, as appropriate) available upon request for a period of up to three years from the date of distribution. Such request can be made in writing to J Auto Trading Strategies, LLC, support@jautotradingstrategies.com.

11.8. Miscellaneous. This Agreement shall be governed by the laws of the State of Texas without reference to its conflicts of laws principles. The provisions of the U.N. Convention for the International Sale of Goods shall not apply to this Agreement. For any disputes arising under this Agreement, the Parties hereby consent to the personal and exclusive jurisdiction of, and venue in, the state and federal courts within Harris County, Texas. This Agreement constitutes the entire and sole agreement between JATS and the Customer with respect to the Software, and supersedes all prior and contemporaneous agreements relating to the Software, whether oral or written (including any inconsistent terms contained in a purchase order), except that the terms of a separate written agreement executed by an authorized JATS representative and Customer shall govern to the extent such terms are inconsistent or conflict with terms contained herein. No modification to this Agreement nor any waiver of any rights hereunder shall be effective unless expressly assented to in writing by the party to be charged. If any portion of this Agreement is held invalid, the Parties agree that such invalidity shall not affect the validity of the remainder of this Agreement. This Agreement and associated documentation has been written in the English language, and the Parties agree that the English version will govern. (For Canada: Les parties aux présentés confirment leur volonté que cette convention de même que tous les documents y compris tout avis qui s'y rattaché, soient redigés en langue anglaise. (Translation: The parties confirm that this Agreement and all related documentation is and will be in the English language)).

11.9 Entire Agreement. This Agreement and any Order Form accepted by the Parties that references this Agreement (which is hereby incorporated herein by this reference), completely and exclusively state the entire agreement of the Parties regarding the subject matter herein, and it supersedes, and its terms govern, all prior proposals, agreements, or other communications between the Parties, oral or written, regarding such subject matter.