Application Developer and API Terms of Use

For the purposes of this Agreement, capitalized terms shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Terms of Use.

1.1. API means an application programming interface and any accompanying or related documentation, source code, executable applications and other materials made available by Folks.

1.2. Application(s) means web or other software services or applications developed by Developer that utilize or interact with the API and are authorized to be Published pursuant to this Agreement.

1.3. Authorized Person(s) means a Party’s employees, affiliates, agents, advisors, consultants and other representatives.

1.4. Confidential Information means all information of Folks (i) (a) that is disclosed by Folks to the Developer or (b) that is otherwise learned by or comes into the possession or knowledge of the Developer; in connection with, or as a result of this Agreement; and (ii) (a) that has been identified as being proprietary or confidential; or (b) that, by the nature of the circumstances surrounding the disclosure or receipt, or by the nature of the information itself, would be treated as proprietary and confidential by a reasonable person. Without limiting the generality of the foregoing, Confidential Information includes all technical information disclosed by Folks concerning the Platform and the API, including all specifications, documentation, software code and any related information or materials.

1.5. Developer Data means information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from users by or through the Platform or that incorporates or is derived from the processing of such information, data or content by or through the Platform including, without limitation, any Personal Information concerning an Authorized Person of the Developer. For the avoidance of doubt, Developer Data includes information reflecting the access or use of the Platform by or on behalf of its users other than information, data and other content that is derived by or through the Platform from processing Developer Data but that is sufficiently different from such Developer Data that such Developer Data is now anonymized and cannot be reverse engineered or otherwise identified from the inspection, analysis or further processing of such information, data or content.

1.6. Folks Parties has the meaning set forth in Section 11.1.

1.7. Intellectual Property Right(s) means patents, inventions, copyrights, trademarks, designs, domain names, trade secrets, know-how, database protection and any other intellectual property and/or proprietary rights.

1.8. Laws means any statute, ordinance, regulation, rule, code, constitution, treaty, concept of common law, governmental order or requirement or rule of law adopted by a governmental authority.

1.9. Mark(s) means Folks and Folks’ other product and service names, trademarks, service marks, branding and logos made available for use in connection with the APIs pursuant to this Agreement.

1.10. Party or Parties means each of Folks and the Developer or them collectively.

1.11. Personal Information means any information that, individually or in combination, does or can identify a specific individual or device or by or from which a specific individual or device may be identified, contacted or located, including but not limited to the name, surname, age, address and health information of a specific individual. Personal Information includes information identified as such by relevant laws, including the Act respecting the protection of personal information in the private sector.

1.12. Platform means Folks’ software platform, generally available to persons who have an account with Folks and accessible at https://folkshr.app/ and offering electronic services such as (i) human resources information system solutions to optimize human resources (HR) management; and (ii) job offer and application management solutions; as well as implementation assistance services for such solutions.

1.13. Privacy Policy means Folks’ Privacy Policy, available at https://folksrh.com/en/privacy-policy/.

1.14. Publish/Published/Publishing means the making of any Application available to any Subscriber other than Developer or for any purpose other than for use by Developer as a Subscriber.

1.15. Representative(s) has the meaning set forth in Section 3.3.

1.16. Subscriber(s) means and refers to individuals and entities that have agreed to the Terms of Use in order to use the Platform as a Client, as such term is defined therein.

1.17. Terms of Use means Folks’ standard SaaS subscription agreement and terms of use, available at https://folksrh.com/en/terms-and-conditions/.

1.18. Token has the meaning set forth in Section 3.3.

2.1. This Agreement governs Developer’s rights to use and access the API for the purpose of developing, implementing and Publishing Applications. Developer’s access to and use of the API for internal use is governed by the Platform’s standard subscription agreement.

2.2. Subject to this Agreement, including the restrictions set forth in Section 3, Folks grants to Developer a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term (as defined in Section 13) to: (a) use and make calls to the API to develop and Publish Applications solely for use by Subscribers in connection with the Platform; and (b) use, reproduce, distribute, and transmit data to the extent necessary to format and display it through the Applications. Developer may not transfer, assign, sell, lease, sub-license or otherwise provide, directly or indirectly, this right and license, or any portion thereof, to any third party except as expressly permitted by this Agreement. Developer will be solely responsible for all costs and expenses incurred by it with respect to its use of this right and license.

2.3. Folks shall have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate into the Platform and/or the API any suggestions, enhancement requests, recommendations or other feedback Folks receives from Developer.

3.1. The licenses granted in Section 2 of this Agreement are explicitly conditioned on Developer’s adherence to the following restrictions and compliance with its responsibilities as set forth in this Agreement.

3.2. Developer must comply with all restrictions set forth in this Agreement in all uses of the API and any data related to the API. Developer must also comply with all restrictions set forth in this Agreement and the trademark usage policies made available to Developer, if any, in all uses of Marks. If Folks believes, in its sole discretion, that Developer has violated or attempted to violate any term, condition or the spirit of this Agreement, the license granted to Developer pursuant to this Agreement may be temporarily or permanently revoked.

3.3. In order to use and access the API, Developer must be a Subscriber and request API credentials (a Token) from Folks. Developer may not share its Token with any third party, shall keep such Token and all login information secure, and shall use the Token as Developer’s sole means of accessing the API. Developer is solely responsible for ensuring that the Token and all login information are provided to and used by only those users that Developer has expressly authorized (the Representative(s)). Developer will be solely responsible for all acts or omissions of any person using the Platform through the Token it is provided by Folks. All transmissions generated by use of Developer’s Token will be deemed to be authorized by Developer and made by a Representative, except to the extent that the Token is obtained by unauthorized persons due to Folks’ gross negligence or willful misconduct.

3.4. Developer’s Applications shall not substantially replicate products or services offered by Folks. Subject to the preceding sentence and the parties’ other rights and obligations under this Agreement, each party agrees that the other party may develop and Publish applications that are similar to or otherwise compete with such party’s applications. Applications may not use or access the API or the Platform in order to monitor the availability, performance, or functionality of any of the API or the Platform or for any similar benchmarking purposes.

3.5. Applications shall not, in any manner, display any form of advertising whether or not it is related to any data received by any Subscriber or Authorized Person.

3.6. Developer is not permitted to use the API or any data in any manner that does or could potentially undermine the security of the Platform, the API or any other data or information stored or transmitted on the Platform. In addition, Developer shall not, and shall not attempt to: (a) interfere with, modify or disable any features, functionality or security controls of the Platform or the API, (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Platform or the API, or (c) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Platform or the API.

3.7. Developer acknowledges that Developer is solely responsible, and that Folks has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of Applications or of the Platform once the Token has been provided to Developer. Without limiting the foregoing, Developer will be solely responsible for (a) the technical installation and operation of its Applications; (b) creating and displaying information and content on, through or within its Applications; (c) ensuring that its Applications do not violate or infringe the Intellectual Property Rights of any third party; (d) ensuring that Applications are not, and do not display anything that is, offensive, profane, obscene, libelous or otherwise illegal; (e) ensuring that its Applications do not contain or introduce a malicious software into the Platform, the API or other data stored or transmitted using the Platform, or otherwise into a Subscriber’s systems; and (f) ensuring that its Applications are not designed to or utilized for the purpose of spamming Folks, any Subscribers or third parties.

3.8. Developer will respect and comply with the technical and policy-implemented limitations of the API and the restrictions of this Agreement in designing and implementing Applications. Without limiting the foregoing, Developer shall not violate any explicit rate limitations on calling or otherwise utilizing an API.

3.9. Developer recognizes that in order to offer a fair access to the API to other developers and ensure its optimal performance, any use of the API will be limited to 60 requests per minute. Any attempt to circumvent or go over this limit may result in a temporary suspension of the Developer’s access to the API, at Folks’ sole discretion.

4.1. Developer represents, warrants and covenants that (a) its Applications, the use of such Applications by its users, including without limitation, its Representatives, and the activities with respect to such Applications undertaken by Folks in accordance with the terms of this Agreement, do not and will not violate, misappropriate or infringe upon the Intellectual Property Rights of any third party; (b) Developer will comply with all applicable local, provincial, federal, national and international laws and regulations, including, without limitation, all applicable export control laws, and maintain all licenses, permits and other permissions necessary to develop, implement and Publish its Applications; (c) its Applications do not and will not contain or introduce any malicious software into the Platform, the API, other data stored or transmitted using the Platform, or otherwise into a Subscriber’s systems; (d) its Applications are not designed to or utilized for the purpose of spamming Folks, any Subscribers or third parties; and (e) it has all right, power and authority to grant the licenses granted to Folks herein.

Developer acknowledges and agrees that Folks may modify this Agreement, the Platform, the API, the General API Policies, the Terms of Use and the Privacy Policy, from time to time (each a Modification). Modifications enacting material changes shall be brought to the Developer’s prior attention by any means deemed reasonable by Folks, including without limitation via a web banner on Folks’ website or on the Platform, or by email notification sent to the Developer.

Subject to the foregoing, Developer further acknowledges and agrees that such Modifications may be implemented at any time and without any notice to Developer. Developer shall, within thirty (30) days from the date of first notice of any Modification(s) (or such shorter period of time specified in the notice of the Modification(s)) (the Compliance Period) comply with such Modification(s) by implementing and using the most current version of the API and making any changes to Applications that may be required as a result of such Modification(s). Developer acknowledges that a Modification may have an adverse effect on Applications, including but not limited to changing the manner in which Applications communicate with the API and display or transmit data. Folks shall have no liability of any kind to Developer or any user of Developer’s Applications with respect to such Modifications or any adverse effects resulting from such Modifications. Developer’s continued access to or use of the Platform or the API following the Compliance Period shall constitute binding acceptance of the Modification(s) at issue.

Folks reserves, and Developer acknowledges that Folks has the right to modify or withdraw the access to the API, at any time, for any reason, including, but not limited to, due to applicable law, regulation, exchange rules, technical reasons, or maintenance purposes. Additionally, Folks may at any time suspend or deny access to the Platform in accordance with the Terms of Use.

6.1. Developer Obligations 

Developer shall implement and keep at all times commercially reasonable physical, electronic, technological, organizational, contractual and other security measures as aligned with industry standards for similar services as the API, and as required to preserve the security and privacy of Developer Data and more particularly individuals’ Personal Information collected, processed and stored on the Platform, which shall be at all times in compliance with all applicable Laws.

6.2. Data Breach Procedures 

Developer will implement and maintain at all times a data breach plan in accordance with applicable Laws and shall implement the procedures required under such data breach plan on the occurrence of a data breach.

In any event, such data breach plan shall require at a minimum Developer to advise Folks within 48 hours of the occurrence of a real or suspected data breach, intrusion or other cybersecurity threat to the Developer’s systems involving the access to the Platform or API.

In accordance with applicable Laws, Developer, at its own cost, shall in such occurrence have sole control over the timing, content and method of any required or voluntary notification to its regulators, Authorized Persons and third-parties as a result of such data breach. Folks shall be entitled to comply with its own legal and regulatory obligations with respect to data breach notification.

6.3. Access and Security 

Developer shall employ all electronic, technological, organizational, contractual, physical, administrative, technical and other measures, controls, screening and security procedures and other safeguards necessary to:

6.3.1. Securely administer the distribution and use of any and all access credentials and protect against any unauthorized access to or use of the Platform; and

6.3.2. control the content and use of Developer Data and more particularly of any Personal Information, including the uploading or other provision of Developer Data for processing by the Platform.

6.4. Developer Control and Responsibility 

Subject to Folks’ compliance with the obligations set out in Sections 4.1 and 4.2 of the Terms of Use, and to the extent any breach does not primarily relate to Folks’ material breach thereof, the Developer has and will retain responsibility for:

6.4.1. all the Developer Data and its content and use;

6.4.2. all information, instructions and materials provided by or on behalf of the Developer or any Authorized Person in connection with the Platform and API;

6.4.3. Developer systems, including their configuration and any Developer Data stored therein; and

6.4.4. the security and use of access credentials of the Developer and its Authorized Persons, including without limitation those used to access the Platform, the API or any other technological systems, software, programs or accounts used by Developer and its Authorized Persons as part of its activities.

6.5. Folks Responsibility

Folks’ responsibility with respect to Personal Information stored on the Platform shall be solely as described in the Terms of Use and the Privacy Policy. Notwithstanding the foregoing, Developer acknowledges that Folks shall not be responsible for any violation of the security and privacy of Developer Data, including without limitation Personal Information, directly or indirectly related to the use of the API by the Developer, whether or not such Developer Data was stored on the Platform or any external system on which the API was used to transfer Developer Data between such external system and the Platform.

Subject to the limited licenses expressly provided in this Agreement, nothing in this Agreement transfers or assigns to Folks any of Developer’s Intellectual Property Rights in its Applications, and nothing in this Agreement transfers or assigns to Developer any of Folks’ Intellectual Property Rights in the Platform, the API, the Marks, or Folks’ other technology or the respective Intellectual Property Rights in any data of Folks or its Subscribers. Developer agrees that if it becomes aware of any violation of Folks’ proprietary rights in the Platform or the API, it will promptly notify Folks in writing.

Folks shall provide Developer with reasonable support with respect to the Platform in accordance with the standards set forth in the Terms of Use. Notwithstanding the foregoing, this Agreement does not entitle Developer to any support with respect to the API, unless Developer makes separate written arrangements with Folks for such support. Developer shall be solely responsible for providing all required support and technical assistance to its Authorized Persons pertaining to the integration of the API to its other systems.

9.1. Developer will not use Confidential Information for any purpose other than (i) evaluating, implementing or exercising contractual rights associated with this Agreement; or (ii) as otherwise approved in writing by Folks. Developer will not disclose any Confidential Information except as permitted by this Agreement and will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that Developer would use to protect its own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care. Without limiting the generality of the foregoing, under no circumstances shall Developer use or permit the use of any Confidential Information for any purpose outside the scope of this Agreement.

9.2. If Developer is required to disclose Confidential Information to its Authorized Persons, it will restrict such access to those who have a need to know for the purposes of this Agreement and only if the Authorized Person is under an obligation of confidentiality no less stringent than those contained in this Agreement. Before each such disclosure, the Developer will advise such Authorized Persons of the sensitive and confidential nature of the Confidential Information. The Developer will be liable for any failure by its Authorized Persons to comply with the terms of this Agreement.

9.3. The provisions of this Section 9 will not apply to any information that: (i) Developer can establish, by documentary evidence, was already known by Developer at the time of initial disclosure by Folks; (ii) is or becomes publicly known through no wrongful act of Developer or its Authorized Persons, or any other person subject to a confidentiality agreement in favour of Folks; (iii) is rightfully received from a third party without similar restriction provided that the third party did not come into possession of the Confidential Information as a result, directly or indirectly, of a breach of an obligation of confidentiality owed by any person to Folks; (iv) Developer can establish, by documentary evidence, was independently developed by or on behalf of Developer without reference to Folks’ Confidential Information; or (v) is approved for release by written authorization of Folks.

9.4. Unless otherwise prohibited by law, if Developer becomes legally obligated to disclose Confidential Information, Developer will give Folks sufficient prompt written notice to allow Folks to seek a protective order or other appropriate remedy, and in the event Developer is unable to do so, Developer will advise Folks immediately of such disclosure. Developer will disclose only such information as is required, in the opinion of its counsel, and will use commercially reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed.

9.5. All Confidential Information will remain as between the parties the exclusive property of Folks, and Developer will have no rights, by license or otherwise, to use the Confidential Information except as expressly provided herein.

9.6. If there is any unauthorized access to, disclosure or loss of, or inability to account for, any Confidential Information of Folks, Developer will: (i) promptly, but in any event within three (3) days after becoming aware of it, notify Folks; (ii) take such actions as may be necessary or as may be requested by Folks, acting reasonably, to prevent any further disclosure or loss and to minimize the consequences of such disclosure or loss; and (iii) cooperate in all reasonable respects with Folks to minimize the impact of the disclosure or loss and any damage resulting therefrom.

9.7. Developer hereby covenants and agrees that it will indemnify and save each of Folks and its Authorized Persons harmless, from and against any and all liability, loss, damages, claims, costs and expenses (including without limitation legal fees) that they may at any time incur, suffer or be required to pay arising out of or in any way related to a breach of this Section 9 by Developer or its Authorized Persons.

9.8. Developer acknowledges that disclosure or use of Confidential Information in violation of this Agreement could cause irreparable harm to Folks for which monetary damages may be difficult to ascertain or be an inadequate remedy. Developer therefore agrees that Folks will have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of this Agreement.

FOLKS MAKES NO WARRANTY REGARDING, AND HEREBY DISCLAIMS ALL WARRANTIES REGARDING, THE USE, AVAILABILITY OR SECURITY OF THE PLATFORM AND THE API, INCLUDING ALL SERVER AND NETWORK COMPONENTS, OR ANY RIGHT OR SERVICE PROVIDED UNDER THIS AGREEMENT, OR IN RESPECT OF THE API. THE RECEIPT BY AND USE OF THE PLATFORM AND THE API BY DEVELOPER IS AT ITS OWN RISK. EXCEPT AS SET FORTH HEREIN, THE PLATFORM AND THE API ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND NO WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS ARE MADE BY FOLKS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR THAT ACCESS TO THE PLATFORM AND THE API WILL BE ERROR FREE OR UNINTERRUPTED OR ARISING BY OPERATION OF LAW, STATUTE, CUSTOM OR USAGE OF TRADE. FOLKS DISCLAIMS ANY WARRANTIES WITH RESPECT TO CORRECTNESS, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, PERFORMANCE, TIMELINESS OR CONTINUED AVAILABILITY OF THE PLATFORM, THE API AND ANY SERVICE OR ANY PART THEREOF.

11.1. EXCEPT WITH RESPECT TO DAMAGES ARISING OUT OF FOLKS’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, FOLKS AND ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (“FOLKS PARTIES”) SHALL NOT, TO THE FULL EXTENT PERMISSIBLE UNDER THE APPLICABLE LAW, HAVE ANY LIABILITY TO DEVELOPER OR ANY THIRD PARTIES FOR: (A) THE USE OF, OR INABILITY TO USE, THE PLATFORM OR THE API FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, DUE TO ANY SERVICE DELAYS OR INTERRUPTIONS HOWSOEVER CAUSED; (B) FAULTS OR ERRORS IN THE PLATFORM OR THE API; AND (C) SECURITY FAILURES, INCLUDING THE EXISTENCE OF ANY VIRUS OR MALICIOUS COMPUTER CODE. FOLKS SHALL HAVE NO RESPONSIBILITY TO INFORM DEVELOPER OF ANY TECHNICAL OR OTHER DIFFICULTIES EXPERIENCED BY FOLKS OR OTHER THIRD PARTIES WITH RESPECT TO THE PLATFORM, THE API, FOLKS SYSTEMS OR OTHERWISE, AND FOLKS SHALL HAVE NO OBLIGATION TO TAKE ANY ACTION IN CONNECTION THEREWITH. DEVELOPER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY OBLIGATION OF FOLKS HEREUNDER RELATED TO THE USE OR ACCESS OF THE PLATFORM OR THE API, OR THE PROVISION OF ANY RELATED SERVICES, SHALL BE DEVELOPER’S RlGHT OF TERMINATION UNDER SECTION 13.

11.2. EXCEPT WITH RESPECT TO DAMAGES ARISING OUT OF FOLKS’ BREACH OF ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE FULL EXTENT PERMISSIBLE UNDER THE APPLICABLE LAW, IN NO EVENT WILL THE FOLKS PARTIES BE LIABLE TO DEVELOPER OR ANY THIRD PARTIES FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE OR FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS, LOSS OF GOODWILL OR ANY OTHER ECONOMIC CONSEQUENTIAL LOSS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING THE PROVISION OF OR FAILURE TO PROVIDE ACCESS TO THE PLATFORM OR THE API, REGARDLESS OF WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED AND EVEN IF FOLKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, FOLKS’S AGGREGATE LIABILITY TO DEVELOPER OR ANY THIRD PARTY ARISING OUT THIS AGREEMENT, SHALL IN NO EVENT EXCEED ONE HUNDRED CANADIAN DOLLARS ($100.00). ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE FIRST EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM.

Developer agrees, at its cost and expense, to indemnify, defend and hold harmless the Folks Parties, and defend any action brought against any of the Folks Parties, with respect to any claim, demand, cause of action, debt, cost, loss, damage, expense (including attorneys’ fees) or liability, arising from a third party claim (i) based upon, or related to, or alleging damages caused by, the use of, or the inability to use, Developer’s Applications, or (ii) alleging that the development or use of the Developer’s Applications infringes the Intellectual Property Rights of a third party.

This Agreement will remain in effect until terminated pursuant to this Section 13 (the Term). Folks may terminate this Agreement at any time, for any reason, or for no reason including, but not limited to, if Developer violates any provision of this Agreement. Any termination of this Agreement shall also terminate the licenses granted to Developer hereunder. Upon termination of this Agreement for any reason, Developer shall cease using, and either return to Folks, or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of any materials licensed pursuant to this Agreement and any Confidential Information in Developer’s possession, and shall certify to Folks that such actions have occurred. In addition to Sections that by their very nature survive termination, Sections 2.3, 2.4, 9, and 12 shall survive termination of this Agreement.

Developer may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or Developer’s rights under this Agreement or delegate performance of Developer’s duties under this Agreement without Folks’ prior consent. Folks may, without Developer’s consent, assign this Agreement to any affiliate or third party. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

Waiver by a Party of any breach by the other Party shall not be deemed a waiver of any other of subsequent breach.

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Nothing in this Agreement shall be construed to constitute Developer as a partner, associate, mandatory or employee of Folks nor shall either party have any authority to bind the other in any respect, it being intended that each party shall remain an independent contractor responsible for its own actions. Without limiting the foregoing, unless otherwise specifically agreed, Developer has no authority to make contracts on behalf of Folks, or to sell or license its products.

This Agreement will be governed and construed in accordance with the Laws of the Province of Quebec excluding choice of law provisions and all claims arising hereunder shall be brought exclusively in the courts located in the City of Quebec, Province of Quebec.

The Parties have expressly agreed that this Agreement, all ancillary document and all notices hereunder, when applicable, be drafted in English only after consideration of the Charter of the French Language. Les Parties aux présentes ont expressément convenu que ce contrat, tous documents accessoires y afférant ainsi que tout avis, le cas échéant, soient rédigés en anglais seulement après avoir pris en compte la Charte de la langue française.