XP RESOURCES INC. (hereinafter referred to as XP RESOURCES) is a company incorporated in Canada, located at 735 Rue Moffat, Verdun, Montreal Qc H4H 1Y7, Canada. XP RESOURCES is the owner and administrator of the website www.XPResources.com.

WHEN YOU DEAL WITH XP RESOURCES INC., HERE ARE THE TERMS OF EACH OF THE ESTIMATES WE PROVIDE. WHEN YOU ACCEPT ONE OF OUR ESTIMATES, THE SAID ESTIMATE BECOMES A CONTRACT BINDING THE PARTIES UNDER THE TERMS LISTED BELOW, WHICH SHALL GOVERN.

Limitation of Liability

XP RESOURCES cannot be held liable for the cost of purchasing substitute goods or services, property damage, personal injury, loss of profits, business interruption, or any other special damage directly or indirectly resulting from the failure to perform the Services or any breach of this Agreement, or from any other source of liability. Moreover, XP RESOURCES disclaims any liability for any loss or damage arising from, or in connection with, any product, device, software, or program developed using the Services or Deliverables of XP RESOURCES. The total liability of XP RESOURCES to the Client cannot exceed the total amount paid by the Client for each Statement of Work under this Agreement.

UNDER NO CIRCUMSTANCES SHALL THE PARTIES BE LIABLE TO EACH OTHER FOR ANY DIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

No recourse, of any nature, related to this Agreement may be brought by either party more than one (1) year after the cause of action arises, except for a claim for non-payment, which may be brought at any time, subject to the law.

Arbitration

The parties agree to use their best efforts to promptly resolve any questions, conflicts, controversies, claims, or other disputes regarding this Agreement. To this end, they agree that representatives of each party with authority to resolve the conflict shall discuss and negotiate in good faith and with consideration of each other’s interests within fifteen (15) days of a written request to do so, to reach a fair and equitable solution for both parties. If the parties cannot reach an agreement within thirty (30) days following the representatives' meeting as provided above (or as long as the parties agree), the dispute must be resolved exclusively by arbitration, definitively and without appeal, to the exclusion of common law courts, under the laws of the Province of Quebec. Unless the parties agree on the appointment of a single arbitrator, each party shall appoint an arbitrator, and these two arbitrators shall jointly appoint a third arbitrator to act as chairperson of the arbitration tribunal, all in accordance with the rules of the Quebec Institute of Mediation and Arbitration. Notwithstanding the foregoing, the parties may apply to any court with jurisdiction to obtain a temporary restraining order, interim injunction, or other conservatory measures as necessary, without violating this arbitration clause or prejudicing the arbitrators’ powers.

Exclusion of Warranties

XP RESOURCES WARRANTS THAT THE SERVICES PROVIDED UNDER THIS AGREEMENT WILL BE PERFORMED PROFESSIONALLY AND EFFICIENTLY, CONSISTENT WITH THE QUALITY OF SERVICES OFFERED BY THE ABOVE-NAMED COMPANY FOR ANY CLIENT IN A SIMILAR CONTEXT. XP RESOURCES DOES NOT WARRANT THAT THE SERVICES OR PRODUCTS WILL BE ERROR-FREE OR THAT ERRORS IN SUCH SERVICES OR PRODUCTS WILL ALWAYS BE RECTIFIABLE, THAT THESE SERVICES OR PRODUCTS WILL BE COMPATIBLE WITH THE COMPUTER PROGRAMS AND EQUIPMENT USED OR OWNED BY THE CLIENT, OR THAT THEY WILL BE ABLE TO IDENTIFY ALL KNOWN VIRUSES. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE SERVICES, PRODUCTS, MEDIA, AND RELATED DOCUMENTATION ARE PROVIDED “AS IS,” WITHOUT ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. XP RESOURCES SHALL NOT BE LIABLE FOR DAMAGES SUCH AS LOST PROFITS OR REVENUE ARISING FROM THE INABILITY TO USE THE DELIVERABLES PROVIDED UNDER THIS AGREEMENT.

For any warranty claim, any deficiency in the Services or Products must be reported in writing to XP RESOURCES within thirty (30) days of the performance of said Services or Products. The Client must not make any modifications to the Products, except as specifically provided in the documentation provided by XP RESOURCES or authorized in writing by XP RESOURCES. Any unauthorized modification to the Products automatically voids any applicable warranty described herein. AT XP RESOURCES’ SOLE DISCRETION, THE CLIENT WILL RECEIVE EITHER NECESSARY REPAIRS OR A PRORATED REFUND OF THE FEES PAID FOR SUCH SERVICES. IN NO EVENT SHALL XP RESOURCES BE LIABLE UNDER THIS AGREEMENT FOR AN AMOUNT EXCEEDING THE FEES ALREADY PAID BY THE CLIENT FOR THESE SERVICES OR PRODUCTS.

Commitment of the Parties

XP RESOURCES will provide the Client with professional services ('Services') as described in the Statement of Work, as attached in Annex A, under the conditions of this Agreement. Said Statements of Work may be amended or modified by a supplementary written contract duly signed by the Parties and attached to this Agreement as an integral part thereof.

XP RESOURCES agrees to provide all resources and employ any employees or consultants it deems necessary in the performance of the Services as outlined in the Statements of Work. The methods and means used by XP RESOURCES to perform the desired Services for the Client are at the sole discretion and under the control of XP RESOURCES. XP RESOURCES will make commercially reasonable efforts to meet the timelines and schedules for completing the Services as outlined in the Statements of Work.

The Client agrees to provide XP RESOURCES with all information, material, and technology owned or controlled by the Client that XP RESOURCES reasonably needs in performing the Services and/or preparing the Products. The Client grants XP RESOURCES a non-exclusive, royalty-free, worldwide license to use the Client’s technology, as well as any intellectual property rights protecting said technology, solely for performing said Services and developing or preparing said Products during the term of this Agreement. The Client agrees to maintain all necessary property rights in and to its own technology, and XP RESOURCES agrees not to obtain or claim any ownership or enjoyment rights in the Client’s rights, except for the licenses described above. The Client agrees to secure for XP RESOURCES the right to use any information, material, technology, and intellectual property rights from a third party reasonably required by XP RESOURCES to perform the Services and Deliverables.

The parties to this Agreement agree to cooperate in good faith to execute the Services within the scheduled timeframes and professionally. The Client understands and agrees that the performance of XP RESOURCES' Services may depend on the completion of certain tasks by the Client or the Client's adherence to schedules; therefore, the timeline for executing the Services or parts thereof may require adjustments if any delay or change occurs in the Client’s tasks or schedules. XP RESOURCES shall not be held liable for delays in completing the Services or any part thereof due to the Client’s failure to complete tasks on time in accordance with the schedule.

Term and Termination

This Agreement becomes effective on the date indicated above and, unless previously terminated or dissolved in accordance with its terms, remains in effect unless the parties mutually decide to terminate it. If either Party breaches the terms of this Agreement, the other Party may terminate the Agreement if, within thirty (30) days of receiving written notice of the breach, the breaching Party fails to remedy the deficiencies. The Agreement is then deemed terminated at the expiration of said thirty (30) days. Notwithstanding the foregoing, the period for remedying the failure to pay service fees and expenses specified herein is ten (10) days from receipt of written notice by the breaching Party.

Force Majeure

XP RESOURCES shall not be deemed in default in performing its obligations when such performance is delayed, hindered, or prevented by force majeure. Force majeure is any cause beyond the parties' control that they could not reasonably foresee and protect against. Force majeure includes, but is not limited to, accidental events, strikes, partial or total work stoppages, lockouts, fires, riots, interventions by civil or military authorities, compliance with regulations or orders from any governmental authorities, and acts of war (declared or not).

Severability

Any court decision declaring any provision of this Agreement null or unenforceable shall in no way affect the validity or enforceability of the other provisions of this Agreement.