QYRUS SOFTWARE AS A SERVICE AGREEMENT

Last Updated: April 11, 2022

This is a Qyrus Software As A Service Agreement (“Agreement”) between you (“Customer” or

“you”), and Quinnox, Inc. (“Quinnox”) This Agreement governs your use of the Qyrus Services ,

and associated Software, and related Documentation.

By selecting or checking the box or otherwise indicating agreement you are consenting to be

legally bound by and are becoming a party to this Agreement with Quinnox. This Agreement is

effective on the date that you indicate agreement to it.

You do not need to agree to the terms of this Agreement, however if you do not agree to this

Agreement, you cannot use the Services, Software, or Documentation, and you do not have any

rights under this Agreement.

If there is a conflict between the terms of this Agreement and the Order Document, this

Agreement will control the conflict.

1. DEFINITIONS

1.1. The definitions in this section apply in this Agreement.

(a) “Agreement” means this Qyrus Software as a Service Agreement.

(b) “Customer Data” is Customer Contact Data and Customer Test Data.

name, address, email address, phone number, and the like.

(d) “Customer Test Data” means the data provided by Customer that is for testing

using the Services, including but not limited to test scripts, test code, data and

parameters for use in testing, webpage urls and the associated webpages,

including the content thereof, on which testing is to be performed or data is to be

gathered.

(e) “Documentation” means the document(s) made available to the Customer online

in connection with the Services which sets out a description of the Services and/or

the user instructions for the Services.

(f) “Illicit Code” means computer instructions or other code in the Customer’s or

Third Party’s software including viruses, worms, Trojan horses, anomalies, or

other instructions that can disable, destroy, or otherwise alter the Software or any

data accessed or processed by the Software, or any self-destruction mechanism

or copy protection scheme.

(g) “Normal Business Hours” means 8:00 am to 6:00 pm Central Standard Time

during a day which is not a Saturday, Sunday or public holiday in the United States.

(h) “Services” means the Qyrus software testing platform services provided by

Quinnox to the Customer under this Agreement.

(i) “Software” means the software application(s) provided by Quinnox that allows or

enables Customer to use any functionality in connection with the Services.

(j) “Subscription Fees” means the subscription fees payable by the Customer to

Quinnox for the Services subscribed to by the Customer.

2. SUBSCRIPTIONS

2.1. Customer’s subscription to the Services (“Subscription”) is provided in the applicable

order document, which may be a webpage or series of webpages to complete an order,

(“Order Document”). The first Subscription will be a 14 day trial (“Trial Subscription”),

which is without charge. The term of Customer’s Subscription, after the Trial Subscription,

is one month. Customer’s non-trial Subscription begins when Quinnox receives

Customer’s first payment of the Subscription Fees. If renewal is offered by Quinnox,

Customer may renew the Subscription in one month increments by submitting the

applicable Subscription Fees for each incremental renewal month. If the Customer does

not submit the applicable Subscription Fees for the next renewal month before the end

of the current month Subscription, the Subscription will expire. The Customer may be able

to renew the Subscription after expiration by paying the then applicable Subscription

Fees, if offered by Quinnox at the time.

2.2. At the beginning of each renewal month, Quinnox may change Customer’s Subscription

Fees rate. Quinnox will notify Customer of a rate change. If the Customer does not agree

to the rate change the Customer can choose not to renew the Subscription.

2.3. If Customer’s payment fails or Subscription Fees are otherwise not received by Quinnox,

Quinnox may suspend or cancel Customer’s Subscription. Quinnox shall have no

obligation to provide the Services during any period when the applicable Subscription

Fees for the applicable Subscription are due and have not been received by Quinnox. In

the event that Quinnox terminates access to the Services because of the Customer’s

nonpayment of Subscription Fees when due and owing, Quinnox shall have no liability to

Customer therefor.

2.4. Customer can end the Customer’s Subscription by not renewing it and allowing it to

expire. In the case of non-renewal, the Services provided under the Subscription will

continue until the end of that monthly period and after which Customer shall have no

further access or use to the Services, Software, or Documentation.

2.5. All fees paid under this Agreement shall be in US Dollars. All amounts and fees paid

hereunder are non-cancellable and non-refundable. All prices at any specific time are net

price. Customer shall be responsible for paying all taxes associated with the Services

under this Agreement at the time of subscribing. Quinnox uses a third party to process

payments and Quinnox does not have access to nor does it store Customer’s financial

payment information, such as a credit card number.

3. USE OF SERVICES

3.1. Subject to the terms of this Agreement and Customer’s compliance with this Agreement

and applicable law, Customer will have non-exclusive, non-transferable access and use of

the Services and Documentation made available by Quinnox that Customer has an active

and paid for Subscription to. The rights provided under this Section are granted to the

Customer only and only during an unexpired, unterminated, and timely paid for,

Subscription to the Services.

4. USE REQUIREMENTS AND RESTRICTIONS

4.1. Customer may only use the Services for Customer’s internal business operations.

4.2. Customer may not access the Services for purposes of monitoring their availability,

performance or functionality, or for any other benchmarking or competitive purposes.

4.3. Customer agrees that it will not access the Services if Customer is Quinnox’s direct

competitor; and Customer will not access the Services on behalf of a third party that is a

direct competitor of Quinnnox.

4.4. Customer will keep a secure password for the Customer’s use of the Services and

Documentation and shall keep the password confidential. The Customer shall use all

reasonable endeavors to prevent any unauthorized access to, or use of, the Services

and/or the Documentation and, in the event of any such unauthorized access or use,

promptly notify Quinnox.

4.5. Customer shall not:

(a) share or allow any other person or entity to use the Customer’s login credentials

to the Services.

(b) access, store, distribute, transmit or upload onto the Software or Services any

Illicit Code.

use of the Services, or to use the Services in a manner, that:

i. is unlawful, harmful, threatening, defamatory, obscene, infringing,

harassing or racially or ethically offensive;

ii. facilitates illegal activity;

iii. is discriminatory based on race, gender, color, religious belief,

sexual orientation, disability, or any other protected status; or

iv. may cause damage or injury to any person or property;

(d) attempt to copy, modify, duplicate, create derivative works from, frame, mirror,

republish, download, display, transmit, or distribute all or any portion of the

Software, Services, and/or Documentation (as applicable) in any form or media or

by any means;

(e) attempt to reverse compile, dissemble, reverse engineer or otherwise reduce to

human-perceivable form all or any part of the Software or Services;

(f) access all or any part of the Services, Software and Documentation in order to

build a product or service which competes with the Services and/or the

Documentation, nor to assist any third party in doing so;

(g) use of the Services, Software and/or Documentation to provide the same or

similar services to third parties;

(h) license, sell, rent, lease, transfer, assign, distribute, time share, display, disclose,

or otherwise commercially exploit, or otherwise make the Services, Software,

and/or Documentation available to any third party;

(i) attempt to obtain, or assist third parties in obtaining, access to the Services,

Software, and/or Documentation;

(j) use the Services or Software to launch, facilitate, or cause a denial-of-service

attack;

(k) use the Services or Software to test software, webpages, websites, or other

property of a third party that Customer does not have authorization to test;

(l) use the Services or Software to cause harm or liability to a third party or Quinnox,

such as by spamming, hacking, harassing, or phishing others or by scraping

content of others, and/or,

(m) use the Services or Software to process data on behalf of any third party.

4.6. If the Customer breaches any provision of this Section 4, Quinnox shall have the right, at

its sole discretion, without liability to the Customer, to: (a) disable and/or suspend the

Customer’s use and/or access to any portion of the Services, Software, and/or

Documentation, and/or (b) terminate Customer Subscription and any access to and/or

use of the Services, Software, and/or Documentation and/or delete Customer’s account.

5. SERVICES AVAILABILITY

5.1. Quinnox shall use commercially reasonable efforts to make the Services available 24

hours a day, seven days a week, except for (a) planned downtime for upgrades and

maintenance of the Services (of which Quinnox will use commercially reasonable efforts

to notify Customer in advance); (b) unscheduled maintenance or fixes performed outside

Normal Business Hours; (c) urgent maintenance or fixes for which little or no advance

notice may be given; (d) unavailability due to equipment defects or software errors; and

(e) for any unavailability caused due to Force Majeure event.

6. CUSTOMER DATA

6.1. The Customer owns all right, title and interest in and to all of the Customer Data and shall

have sole responsibility for the legality, reliability, integrity, accuracy and quality of the

Customer Data.

6.2. The Customer grants Quinnox a royalty-free, non-exclusive license to use, store, transmit,

reproduce, distribute, perform, display, and to create derivative works of the Customer

Data in order to (a) provide the Services to Customer, (b) communicate with the Customer

enhance, develop, and/or improve the Software and/or the Services and/or other

software or services that Quinnox may choose to develop in the future.

6.3. Quinnox will maintain a backup of Customer Test Data used for testing during the

Customer’s active Subscription to the Services. Upon expiration or termination of the

Subscription, Quinnox will retain Customer Test Data for 90 days after the expiration or

termination (“90-Day Retention Period”) and will destroy Customer Test Data after the

90-Day Retention Period, unless the data is required to be retained by law or legal

process. In the event of any loss or damage to the Operating Copy of the Customer Data

during the Subscription, the Customer’s sole and exclusive remedy shall be for Quinnox

to use reasonable commercial efforts during the Subscription to attempt to restore the

lost or damaged Customer Data within the Service using ordinary restore procedures from

the latest available back-up of such Customer Data maintained by Quinnox. Operating

Copy as referred to in this paragraph is the version of the Customer Data the Software

regularly accesses for providing the Services, which is distinguished from the copy of the

Customer Data that is held as a backup.

6.4. The Customer Data is hosted in the United States unless otherwise specified in the Order

Document or another agreement with the Customer. If the Customer is located outside

of the United States Customer agrees that Customer’s data can be transferred across

international borders and to the United States. Customer agrees to Quinnox’s Privacy

Policy, as updated from time to time by Quinnox and available at

https://www.qyrus.com/privacy-policy, which includes information about the collection

and use of personal information.

7. THIRD PARTY PROVIDERS

The Customer acknowledges that the Services may enable or assist Customer to access

the website content of, correspond with, and purchase products and services from, third

parties via third-party websites and that it does so solely at its own risk. Quinnox makes

no representation or commitment and shall have no liability or obligation whatsoever in

relation to the content or use of, or correspondence with, any such third-party website,

or any transactions completed, and any contract entered into by the Customer, with any

such third party. Any contract entered into and any transaction completed via any third-

party website is between the Customer and the relevant third party, and not Quinnox.

Quinnox recommends that the Customer refers to the third party’s website terms and

conditions and privacy policy prior to using the relevant third-party website. Quinnox

does not endorse or approve any third-party website nor the content of any of the third-

party website(s) made available via the Services.

8. DISCLAIMER OF WARRANTIES

8.1. Quinnox does not warrant that the Customer’s use of the Services will be uninterrupted

or error-free; nor that the Services, Documentation and/or the information obtained by

the Customer through the Services will meet the Customer’s requirements.

8.2. Quinnox is not responsible for any delays, delivery failures, or any other loss or damage

resulting from the transfer of data over communications networks and facilities, including

the internet, and the Customer acknowledges that the Services and Documentation may

be subject to limitations, delays and other problems inherent in the use of such

communications facilities.

8.3. Written or oral advice and any support provided by Quinnox does not create a warranty.

8.4. Customer shall notify Quinnox of any deficiencies with the Services within 30 days of

when the deficient Services were provided.

8.5. TO THE FULLEST EXTENT PERMITTED BY LAW, QUINNOX DISCLAIMS ALL WARRANTIES

EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONS THE WARRANTIES OF

TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY

QUALITY, ACCURACY, TIMELINESS, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS,

regardless of whether Quinnox knows or had reason to know of Customers’ particular

needs.

8.6. This Agreement is non-exclusive and in no way limits or prevents Quinnox from entering

into similar agreements with any other third parties, or from independently developing,

using, selling or licensing documentation, products and/or services which are similar to

those provided under this Agreement.

9. CUSTOMER’S OBLIGATIONS

9.1. The Customer warrants and agrees to:

(a) provide Quinnox with all necessary co-operation in relation to this Agreement and

all necessary access to such information as may be required by Quinnox in order

to render the Services, including but not limited to Customer Data, security access

information and configuration services;

(b) comply with all applicable laws and regulations with respect to Customer’s

activities under this Agreement;

and efficient manner;

(d) ensure that Customer uses the Services and the Documentation in accordance

with the terms and conditions of this Agreement;

(e) obtain and shall maintain all necessary licenses, consents, and permissions

necessary for Quinnox, its contractors and agents to perform their obligations

under this Agreement, including without limitation the Services and Customer

Data;

(f) ensure that its network and systems comply with the relevant specifications

provided by Quinnox from time to time; and

(g) be solely responsible for (1) procuring and maintaining its network connections

and telecommunications links from its systems to the Services, and (2) all

problems, conditions, delays, delivery failures and all other loss or damage arising

from or relating to the Customer’s network connections or telecommunications

links or caused by the internet.

9.2. The Customer further represents and warrants that:

(a) Customer has the authority to enter into this Agreement and person signing or

agreeing the provisions of this Agreement has the power authority to bind the

Customer;

(b) Customer owns or has sufficient rights in the Customer Data to license and to

provide Quinnox with the rights in Customer Data granted to Quinnox hereunder,

such as provided in section 6.2;

limited to Customer Data, about third parties, including but not limited to

personally identifiable information, that is subject to the privacy protection laws,

including but not limited to the European General Data Protection Regulation

(GDPR) or the California Consumer Privacy Act or similar laws; and,

(d) Customer will not provide Quinnox or the Services with data, including but not

limited to Customer Data, that is subject to the health care privacy protection

laws, including but not limited to the Health Insurance Portability and

Accountability Act (HIPAA) or similar laws.

10. PROPRIETARY RIGHTS

10.1. The Customer acknowledges and agrees that Quinnox and/or its licensors own all

intellectual property rights in the Software, the Services, and the Documentation. Except

as expressly stated herein, this Agreement does not grant the Customer any rights to, or

in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether

registered or unregistered), or any other rights or licenses in respect of the Services,

Software, or the Documentation.

10.2. Quinnox confirms that it has all necessary rights in relation to the Software, Services and

the Documentation to grant all the rights granted hereunder, and in accordance with, the

terms and conditions of this Agreement.

10.3. Customer hereby assigns all right, title, and interest to Quinnox any suggestion, idea,

enhancement request, recommendation, correction, or other feedback provided by the

Customer to Quinnox, whether directly or indirectly, without payment by Quinnox of any

compensation to the Customer therefor.

10.4. Customer agrees to comply with all applicable laws and regulations including but not

limited to laws relating to corrupt practices, corrupting benefits and secret commissions.

Customer agrees to report to Quinnox, immediately upon knowledge of, any suspected

counterfeiting, piracy or other infringement of copyright in software, service, computer

programs, manuals, marketing materials or other copyrighted materials owned by

Quinnox and agree to reasonably cooperate with Quinnox in the investigation of

counterfeit, pirated or illegal software or unauthorized use of the Services through

Customer’s Users.

11. INDEMNITY

11.1. The Customer shall defend, indemnify and hold harmless Quinnox against claims, actions,

proceedings, losses, damages, expenses and costs (including without limitation court

costs and reasonable attorney fees) arising out of or in connection with the Customer’s

use of the Services and/or Documentation or breach of any customer warranty or

obligation under this Agreement.

11.2. If any third party claims to Quinnox that the Services infringe a third party’s intellectual

property right, Quinnox may, at Quinnox’s option and sole discretion, (1) procure the right

for the Customer to continue using the Service, (2) replace or modify the Services so that

they become non-infringing or (3) terminate this Agreement on notice to the Customer

and provide Customer a prorated refund of the unused Subscription Fees paid to Quinnox

for the remaining portion of the then existing Subscription without any additional liability

or other additional costs to the Customer.

11.3. In no event shall Quinnox, its employees, agents and sub-contractors be liable to the

Customer to the extent that any alleged infringement under Section 11.2 or otherwise is

based on:

(a) a modification of the Services or Documentation by anyone other than Quinnox;

(b) the Customer’s use of the Services or Documentation in a manner contrary to the

instructions given to the Customer by Quinnox or contrary to the Documentation.

11.4. Section 11.2 and 11.3 state the Customer’s sole and exclusive rights and remedies, and

limitations, and Quinnox’ (including Quinnox employees’, agents’ and sub-contractors’)

entire obligations and liability, for infringement of a third party’s intellectual property.

12. LIMITATION OF LIABILITY

12.1. This Section 12 sets out the entire financial liability of Quinnox (including any liability of

the acts or omissions of its employees, agents, and sub-contractors) to the Customer in

respect of:

(a) any breach of this Agreement;

(b) any use made by the Customer of the Services and Documentation or any part of

them;

arising under or in connection with this Agreement, and

(d) any other claim or liability arising from or related to this Agreement, the Services,

or the Documentation.

12.2. The Customer assumes sole responsibility for results obtained from the use of the

Services and the Documentation by the Customer, and for conclusions drawn from such

use. Quinnox shall have no liability for any damage caused by errors or omissions in any

information, instructions or scripts provided to Quinnox by the Customer in connection

with the Services, or any actions taken by Quinnox at the Customer’s direction. Customer

acknowledges that the Services are intended as a supplement to, and not a substitute

for, the knowledge, expertise, skill, and judgment of computer programmers, or other

technology professionals. Customer acknowledges that the professional duty to

determine the appropriate modification(s) to the Customer’s software and/or

Customer Data lies solely with the Customer. Customer takes full responsibility for the

use of information provided by the Services and acknowledges that the use of the

Services is in no way intended to replace or substitute for professional judgment

regarding errors in Customer’s software or Customer Data. Quinnox does not assume

any responsibility for actions of Customer which may result in any liability or damages

due to any actions taken as a result of the Services, negligence, or any other basis.

12.3. The Services and the Documentation are provided to the Customer on an “AS IS” basis.

12.4. QUINNOX SHALL NOT BE LIABLE WHETHER IN TORT (INCLUDING FOR GROSS

NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION,

RESTITUTION OR OTHERWISE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS,

DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR LOSS OR CORRUPTION OF DATA

OR INFORMATION, OR PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT,

INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSS, COSTS, DAMAGES,

CHARGES OR EXPENSES HOWEVER ARISING UNDER OR RELATED TO THIS AGREEMENT,

THE SERVICES, OR THE DOCUMENTATION.

12.5. QUINNOX’S TOTAL AGGREGATE LIABILITY, INCLUDING WITHOUT LIMITATION, IN

CONTRACT, TORT (INCLUDING GROSS NEGLIGENCE OR BREACH OF STATUTORY DUTY),

MISREPRESENTATION, RESTITUTION, OR OTHERWISE, RELATED TO OR ARISING IN

CONNECTION WITH THIS AGREEMENT, THE SERVICES, OR THE DOCUMENTATION, SHALL

BE LIMITED TO THE GREATER OF (1) $50 OR (2) THE TOTAL SUBSCRIPTION FEES PAID BY

CUSTOMER DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH

THE CLAIM AROSE.

13. TERM AND TERMINATION

13.1. This Agreement shall, unless otherwise terminated as provided in this Section 13,

commence on the date the Customer agrees to this Agreement and shall continue until

terminated by Quinnox, at Quinnox’s sole option and discretion.

13.2. On termination of this Agreement for any reason: all Subscriptions, all right to use the

Services, including the rights granted under Section 3, and all access to the Services

granted under this Agreement shall immediately terminate.

13.3. Quinnox may suspend or terminate Customer’s Subscription and access to and use of the

Services or delete Customer’s account if (1) Customer breaches this Agreement, including

without limitation a breach of any of the provisions of section 4, (2) Quinnox is required

to in order to comply with a court order or legal requirement, or (3) non-payment of

Subscription Fees or other fees due for the Services.

13.4. Customer shall have no access or use of any of the Services or Documentation on

expiration, or termination of the Subscription and all right to use the Services, including

the rights granted under Section 3, and all access to the Services granted under this

Agreement shall immediately terminate.

14. GENERAL

14.1. Modification. Quinnox has the right to modify this Agreement at any time, with notice to

Customer. Quinnox will notify you by revising the date at the top of this Agreement

incorporating the modification(s), and may also provide additional notice via the Services

or through other means, such as email. Unless otherwise noted the modification(s) will

be effective immediately, and Customer’s continued use of the Services after notice of

modification will confirm Customer’s acceptance of the modification(s). If Customer does

not agree with the modification(s), Customer must stop using the Services and allow

Customer’s Subscription to expire. Further, Quinnox has the right to modify the Services

at any time, including without limitation, adding, changing, or deleting features or aspects

of the Services, or discontinuing or imposing conditions on use of the Services.

14.2. Force Majeure. Quinnox shall have no liability to the Customer under this Agreement if

it is prevented from or delayed in performing its obligations under this Agreement, or

from carrying on its business, by acts, events, omissions or accidents beyond its

reasonable control, including, without limitation, strikes, lock-outs, or other industrial

disputes (whether involving the workforce of Quinnox or any other party), failure of a

utility service or transport or telecommunications or computer network, act of God, war,

riot, pandemic, civil commotion, malicious damage, compliance with any law or

governmental order, rule, regulations or direction, accident, breakdown of equipment,

plant, or machinery, fire, flood, storm or default of suppliers or sub-contractors.

14.3. Waiver. No provision of this Agreement shall be deemed waived and no breach excused,

unless such waiver or consent shall be in writing and signed by the Party claimed to have

waived or consented. Any consent by any Party to, or waiver of, a breach of the other

Party, whether express or implied, shall not constitute a consent to, waiver of, or excuse

for any different or subsequent breach.

14.5. Severability. If any provision or portion of this Agreement shall be prohibited or

unenforceable by any applicable law, the provision shall be severable and ineffective only

to the extent and for the duration of the prohibition or unenforceability, without

invalidating any of the remaining provisions and portions, and the remaining portions and

provisions remain in full force and effect.

14.6. Entire Agreement. This Agreement, including Order Document(s) and the Privacy Policy,

constitute the entire agreement between Customer and Quinnox with respect to the

subject matter of this Agreement and they supersede all earlier agreements and

understandings, oral and written, between the Parties related to the subject matter. Each

of the Parties acknowledges and agrees that in entering into this Agreement it does not

rely on any undertaking, promise, assurance, statement, representation, warranty or

understanding (whether in writing or not) of any person (whether party to this Agreement

or not) relating to the subject matter of this Agreement, other than as expressly set out

in this Agreement.

14.7. Assignment. The Customer shall not, directly or indirectly, by operation of law or

otherwise, assign, license, transfer, charge, sub-contract or deal in any other manner with

all or any part of this Agreement or Customer rights under this Agreement or delegate

performance of Customer’s duties under this Agreement.

14.8. No Partnership or Agency. Nothing in this Agreement is intended to or shall operate to

create a partnership between the Parties, or authorize either Party to act as agent for the

other, and neither Party shall have the authority to act in the name or on behalf of or

otherwise to bind the other in any way (including, but not limited to, the making of any

representation or warranty, the assumption of any obligation or liability and the exercise

of any right or power).

14.9. Third Party Rights. This Agreement is for the benefit of the Parties hereto and is not

entered into for the benefit of, and shall not be construed to confer any benefit upon, any

other party or entity.

14.10. Surviving Provisions. Sections 1, 6, 8, 10, 11, 12, 13, and 14 will survive any termination

or expiration of this Agreement

14.11. Governing Law; Jurisdiction; Venue. This Agreement, and all disputes arising out of or in

connection with this Agreement, shall be governed by and/or interpreted according to

the laws of the State of Illinois, United States of America, without regards to conflict of

law principles. The Parties irrevocably agree and submit to the exclusive jurisdiction and

venue of the state and/or federal courts in Cook County, Illinois, USA, for any dispute,

interpretation, enforcement or claim that arises out of or in connection with this

Agreement or its subject matter or formation (including non-contractual disputes or

claims). The parties acknowledge the aforesaid courts shall have exclusive jurisdiction and

venue over this Agreement, and specifically waive any claims which they may have that

involve jurisdiction or venue, including but not limited to forum non conveniens.

14.12. Headings. Clause, schedule and paragraph headings are for convenience only and shall

not affect the interpretation of this Agreement.