Interfacing Technologies Corporation

1. Interfacing Customer Agreement

This Interfacing Customer Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Service Offerings (as defined below) and is an agreement between Interfacing Technologies Corporation (“Interfacing,” “We,” “Us,” or “Our”) and You. This Agreement takes effect immediately upon signature by both You and Us (together referred to as “Both Parties” or “The Parties”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.

DEFINITIONS

  • “Acceptable Use Policy” means Our policy set out in Schedule 4 to this Agreement.
  • “Account Information” means information about You that You provide to us in connection with the creation or administration of Your Interfacing Account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with Your Interfacing Account.
  • “Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means the power, directly or indirectly, to direct, or to cause the direction of, the management and policies of an entity, through majority ownership of voting securities or equity interests.
  • “Agreement” means these terms of service, any Professional Services Agreements entered into between the parties, the Policies, the Service Level Agreement and any other documents incorporated herein by reference.
  • “API” means an application program interface.
  • “Confidential Information” means all nonpublic information disclosed by a party, or such party’s Affiliates or business partners or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes: (a) nonpublic information relating to the disclosing party or its Affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that the disclosing party is obligated to keep confidential; and © the nature, content and existence of any discussions or negotiations between The Parties. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement by the receiving party; (ii) can be shown by documentation to have been known to the receiving party at the time of the receiving party’s receipt from the disclosing party; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by the receiving party without reference to the Confidential Information of the disclosing party.
  • “Content” means software (including machine images), data, text, audio, video or images.
  • “Contract Year” means a period of 12 consecutive months commencing on the Effective Date or any anniversary of the Effective Date.
  • “Data Breach” means: (a) unauthorized or accidental access to, disclosure, use, modification, destruction, loss or alteration of Personal Information held by Us; and/or (b) an action that prevents Us and/or You from accessing Your Personal Information held by Us, on either a temporary or permanent basis.
  • “Documentation” means the user guides and admin guides for the Services on Interfacing Site (and any successor or related locations designated by us), as such user guides and admin guides may be updated by Us from time to time.
  • “End User”_ or _“User” means any individual that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Service Offerings under Your account.
  • “Fees” means all fees and charges applicable to the Services.
  • “Indirect Taxes”_ or _“Taxes” means applicable taxes and duties, (including, but not limited to withholding tax, sales tax value-added tax (VAT), service tax, goods and services tax (GST), excise taxes, sales and transactions taxes, gross receipts tax, tariffs and/or duties) imposed by any government entity or collecting agency based on the Services.
  • “AI” means any feature(s) or functionality made available by Us that utilize artificial intelligence trained by machine learning using Our and/or third-party data models or services, which may be labeled as AI.
  • “AI Output” means content generated by AI and presented back to You as a result of using the Services based on Your Content provided as input to AI. Output from AI is provided “as is” and without warranty.
  • “Interfacing Content” means Content we or any of our Affiliates make available in connection with the Services or on the Interfacing Site to allow access to and use of the Services, including APIs; WSDLs; Documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by our personnel). Interfacing Content does not include the Services or Third-Party Content.
  • “Interfacing Marks” means any trademarks, service marks, service or trade names, logos, and other designations of Us and Our Affiliates that we may make available to You in connection with this Agreement.
  • “Interfacing Site” means https://interfacing.com (and any successor or related site designated by us), as may be updated by us from time to time.
  • “Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).
  • “Order Form“_, or _“Order”_, or _“Statement of Work” means any initial or subsequent ordering document, auto-renewal (if applicable and You have not provided timely notice of non-renewal), and/or any amendment to this Agreement requesting professional services.
  • “Personal Information” has the meaning given to this term in the Privacy Laws.
  • “PHI” means personal health information covered by US HIPAA regulations.
  • “Privacy Laws” means all applicable law in relation to: (a) data protection; (b) privacy; © restrictions on, or requirements in respect of, the processing of personal information of any kind; and (d) actions required to be taken in respect of unauthorized or accidental access to, or use or disclosure of, Personal Information, and shall include, in each case, the Privacy Act 2020, the Privacy Regulations 2020, and all codes and regulations made pursuant to the same.
  • “Privacy Policy” means the privacy policy set out in Schedule 5 to this Agreement.
  • “Professional Services Agreement” means a document entitled “Professional Services Agreement” which sets out the additional terms that govern contracted professional services and that is in the form attached hereto as Schedule 1.
  • “Service” means each of the services made generally available by us or our Affiliates as part of this Agreement, known as the Interfacing Software-as-a-Service (“SaaS”) offerings, including those web services described in the Service Terms, including any on-premises components, and Updates as well as technical support services. Services do not include Third-Party Content.
  • “Service Attributes” means Service usage data related to Your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics.
  • “Service Level Agreement” means all service level agreements that we offer with respect to the Services and post on the Interfacing Site, as they may be updated by us from time to time in accordance with Section 2.3 of this Agreement. The service level agreements we offer with respect to the Services are on Interfacing Site at https://www.manula.com/manuals/interfacing-technologies/cloud-service-agreements/legal/en/topic/service-level-agreement (and any successor or related locations designated by Us), as may be updated by Us from time to time in accordance with Section 2.3 of this Agreement.
  • “Service Offerings” means the Services (including associated APIs), the Interfacing Content, the Interfacing Marks, and any other product or service provided by us under this Agreement. Service Offerings do not include Third-Party Content.
  • “Service Terms” means the rights and restrictions for particular Services as set out in Schedule 2 to this Agreement.
  • “Subscription” means Your paid subscription to the Services pursuant to the applicable Order, or Order Form, Quote, or Statement of Work (SOW).
  • “Suggestions” means all suggested improvements to the Service Offerings that You provide to us.
  • “Support Guidelines” means the support guidelines set out in Schedule 3 to this Agreement.
  • “Term” means the then-current initial term or renewal term of the applicable Subscription during which Your Users are authorized to use or access the Services pursuant to the terms set forth in this Agreement, unless terminated as set forth in Section 8 If any SOW and this remain in effect after termination of a given SOW, this Agreement and such remaining SOW shall remain in effect for such remaining SOW.
  • “Termination Date” means the effective date of termination provided in accordance with Section 8, in a notice from one party to the other.
  • “Third-Party Content” means Content made available to You by any third party on the Interfacing Site or in conjunction with the Services.
  • “Trademark Use Guidelines” means the guidelines and trademark license set out in Schedule 6 to this Agreement.
  • “Your Content” means Content (including Personal Information) that You or any End User transfers to us for processing, storage or hosting by the Services in connection with Your Interfacing Account and any computational results that You or any End User derive from the foregoing through their use of the Services. For example, Your Content includes Content that You or any End User stores in Interfacing Simple Storage Service. Your Content does not include Account Information.

1. USE OF THE SERVICE OFFERINGS

1.1 Generally. You may access and use the Service Offerings in accordance with this Agreement. Service Level Agreements and Service Terms apply to certain Service Offerings. You will comply with the terms of this Agreement and all laws, rules and regulations applicable to Your use of the Service Offerings.

1.2 Your Account. To access the Services, You must have an Interfacing Account associated with a valid email address and a valid form of payment. Unless explicitly permitted by the Service Terms, You will only create one account per email address.

1.3 Third-Party Content. Third-Party Content may be used by You at Your election. Third-Party Content is governed by this Agreement and, if applicable, separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges.

2. CHANGES

2.1 To the Service Offerings. We may change or discontinue any or all of the Service Offerings or change or remove functionality of any or all of the Service Offerings from time to time provided that such changes or discontinuation shall not substantially adversely affect Your use of the Service Offerings. We will notify You of any material change to or discontinuation of the Service Offerings at least 30 days in advance.

2.2 To the APIs. We may change or discontinue any APIs for the Services from time to time. For any discontinuation of or material change to an API for a Service, we will use commercially reasonable efforts to continue supporting the previous version of such API for 12 months after the change or discontinuation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or © would cause us to violate the law or requests of governmental entities).

2.3 To the Service Level Agreements. We may change, discontinue or add Service Level Agreements from time to time provided that we will give at least 90 days’ advance notice to You and any such changes or discontinuation shall not adversely and substantially affect You, the Service Offerings or Your use of the Service Offerings, and we will ensure that you continue to receive the highest level of service possible.

3. USE OF SERVICES AND CONTENT

3.1 Usage Limits. Services and Content are subject to usage limits, including, for example, the quantities specified in Order Forms and Documentation. Unless otherwise specified, (a) the Order Form will set out the number of individual users of the applicable Services and/or Content, which, for greater certainty, may include Your respective employees and contractors (each, a “User”), and the Service or Content may not be accessed by more than the number of Users set forth in the Order Form, (b) a User’s password may not be shared with any other individual, and © except as set forth in an Order Form, a User identification may only be reassigned to a new individual replacing one who will no longer use the Service or Content. If You exceed a contractual usage limit set out in an Order Form, We may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or unwilling to abide by such contractual usage limit or if You wish to purchase additional usage, You will execute an Order Form for additional quantities of the applicable Services or Content promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 6.2 (Fees and Payment).

3.2 Usage Restrictions. You will not (a) make any Service or Content available to anyone other than Users, or use any Service or Content for the benefit of, anyone other than You, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, © use a Service or Non-Interfacing Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-Interfacing Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or Our related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, or use of any of Our Services in a manner that violates Our Acceptable Use Policy, or to access or use any of Our intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, or (k) disassemble, reverse engineer, or decompile a Service or Content, or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service or (4) determine whether the Services are within the scope of any patent. Any use of the Services in breach of this Agreement, Documentation or Order Forms, by You or Your Users that in Our judgment (acting reasonably) threatens the security, integrity or availability of Our services, may result in Our suspension of the Services, provided that We will provide You with at least 30 days’ notice of, and an opportunity to remedy (within a reasonable period specified in the notice), such violation or threat prior to such suspension.

3.3 Removal of Content and Non-Interfacing Applications. If We are required by a licensor to remove Content, or receives information that Content provided to You may violate applicable law or third-party rights, Interfacing may so notify You and in such event You will promptly remove such Content from Your systems. We may so notify You and in such event You will promptly remove or modify the Content to resolve the potential violation. If You do not take required action in accordance with the above, We may disable the applicable Content and/or Service the potential violation is resolved.

4. SECURITY AND DATA PRIVACY

4.1 Interfacing Security. Without limiting Our or Your obligations under this Section 4 and Section 5, We will implement reasonable and appropriate measures designed to help You secure Your Content against accidental or unlawful loss, access or disclosure.

4.2 Data Privacy.
a. Compliance with Privacy Laws: We acknowledge that, in the course of providing the Services, We may have access to, or process, Your Personal Information, including Personal Information regarding Your employees. Each party will, at all times, comply with its respective obligations under the Privacy Laws in connection with this Agreement.

b. You may specify the Interfacing Regions in which Your Content will be stored. You consent to the storage of Your Content in, and transfer of Your Content into, the Interfacing Regions You select. We will not access or use Your Content except as necessary to maintain or provide the Service Offerings, or as necessary to comply with the law or a binding order of a governmental body. We will not (a) disclose Your Content to any government or third party or (b) move Your Content from the Interfacing Regions selected by You; except in each case as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, we will give You notice of any legal requirement or order referred to in this Section 4.2(b). We will only use Your Account Information in accordance with the Privacy Policy, and You consent to such usage.

4.3 Data Security. We agree to abide by and maintain adequate data security administrative, physical, and technical measures, consistent with industry standards and technology best practices, to protect Your Content from unauthorized access, disclosure, acquisition, destruction, use, or modification by an unauthorized person. We shall implement, and maintain, throughout the Term of this Agreement, Our ISMS policy and an adequate information security framework based on ISO 27001 best practice information security requirements, policies and controls. You may access information about Our key security controls here: https://www.interfacing.com/data-cloud-security which We will maintain throughout the Term of this Agreement. We will respond in a timely manner to any of Your security concerns or questions.

4.4 Service Attributes. To provide billing and administration, support, or to investigate fraud, abuse or violations of this Agreement, we may process Service Attributes in Interfacing Regions where we maintain admin, support and audit personnel.

5. RESPONSIBILITIES

5.1 Undertaking. We undertake that the Services will be performed in accordance with reasonable skill and care in accordance with best practice.

5.2 We will ensure the continuity, security and reliability of the Service Offerings at all times. We shall notify You immediately if We become aware of any: (a) information security incident or breach that may affect Our network and information systems such that it could potentially affect You, Your account, Your Content, or the Service Offerings; or (b) actual or suspected Data Breach, and, in each case, respond without delay to all queries and requests for information from You about any such incident or Data Breach.

5.3 You will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Your Content, the means by which You acquired Your Content and Your use of Your Content with our Services, © use commercially reasonable efforts to prevent unauthorized access to or use of Your Account Information (and not permit unauthorized access to, or use of, the Services or Content), and notify Us promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Non-Interfacing Applications with which You use Services or Content.

5.4 Your Accounts. Except to the extent caused by our breach of this Agreement, (a) You are responsible for all activities that occur under Your account, regardless of whether the activities are authorized by You or undertaken by You, Your employees or a third party (including Your contractors, agents or End Users), and (b) we and our Affiliates are not responsible for unauthorized access to Your account. We will use reasonable efforts to implement security measures to protect Your account in order to prevent unauthorized access to Your account, including but not limited to encryption of sensitive data and regular monitoring for suspicious activity. We will immediately notify You in the event that we become aware of any unauthorized access to Your account (in which case Our obligations under Section 5.2 shall apply).

5.5 Your Content. You retain all rights to any and all of Your Content to Us to use as necessary to provide the Services hereunder. You will ensure that Your Content and Your and End Users’ use of Your Content or the Service Offerings will not violate any of the Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Content. When You use AI content generation or improvement features, the output shall be Your Content for purposes of this Agreement. You acknowledge that, due to the nature of machine learning and the technology powering AI content generation or improvement, output may not be unique, and AI may generate the same or similar output to other customers. You will not provide input or attempt to generate output through AI that consists of any sensitive or regulated information, including but not limited to Protected Health Information (PHI) as defined by US HIPAA, Personally identifiable information (PII) and government-issued identification numbers of any kind.

5.6 Your Security. You are responsible for properly configuring and using the Service Offerings and otherwise taking appropriate action to secure and protect Your Account Information. We are responsible for providing appropriate security protection, including the use of encryption, to protect Your Content from unauthorized access and routinely taking archives of Your Content. You are responsible for Your network, monitoring Your session policies, and maintaining the confidentiality of Your Account Information. We shall apply reasonable technical, organizational, and administrative security measures, as appropriate and relative to the Services, to keep Your Content protected in accordance with industry standards such as ISO 27001.

5.7 Log-In Credentials and Account Keys. You are solely responsible for maintaining the confidentiality of Your passwords and all users of the Services that occur using Your passwords or Accounts.

Temporary log-in credentials and private keys generated by the Services are for Your internal use only and You will not sell, transfer or sublicense them to any other entity or person, except that You may disclose Your private key to Your agents and subcontractors performing work on Your behalf. We shall provide reasonable technical assistance to You to configure technical log-in procedure and authentication mechanism relative to the Services in accordance with industry standards such as single sign on (SSO). You agree that We may rely on instructions given by Your employees either through the customer portal or via support email from the address on file to execute exceptional support requests. You are solely liable and responsible for understanding the settings, privileges and controls for the Services and for controlling whom You permit to become a User and the settings and privileges for such Users.

5.8 End Users. You will be deemed to have taken any action that You permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Service Offerings. You are responsible for End Users’ use of Your Content and the Service Offerings. You will ensure that all End Users comply with Your obligations under this Agreement and that the terms of Your agreement with each End User are consistent with this Agreement. If You become aware of any violation of Your obligations under this Agreement caused by an End User, You will immediately suspend access to Your Content and the Service Offerings by such End User.

6. FEES AND PAYMENTS

6.1 Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) purchased services and access to Content are purchased as subscriptions, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and © any added subscriptions will terminate on the same date as the underlying subscriptions.

6.2 Service Fees. We will bill You and You agree to pay Fees at the beginning and upon renewal of Your Subscription, plus any applicable Taxes, unless and until You cancel Your Subscription or We terminates it. You will pay us the applicable fees and charges for use of the Service Offerings as set forth on the applicable Order Form. All amounts payable by You under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Interfacing Site, unless we expressly state otherwise in a notice. We may not increase or add new fees and charges for any existing Services for the duration of the Term. We may increase or add new fees and charges following a renewal term by giving You at least 30 days’ prior notice but not exceeding 10% of the prior Subscription Terms’ Fees. We may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments. Except to the extent required by applicable law (including, without limitation, Canadian law), all purchases are final, and We do not provide refunds or credits for any partial or unused subscription periods, or where customer has elected to downgrade service levels or otherwise removed any paid component or feature, or for any feature or component that customer has paid for but not used.

6.3 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. You agree that all fees payable by You are exclusive of Indirect Taxes and that You are solely responsible for the obligation and payment of any such Taxes, and You agree, unless otherwise required by applicable law, to indemnify Us to the extent that We incur any obligations or other liabilities in connection with such Taxes. Our failure to charge appropriate Taxes due to incomplete or incorrect information provided by You will not relieve You of your obligations under this Section 6. We may charge and You will pay applicable Indirect Taxes that we are legally obligated or authorized to collect from You. You will provide such necessary information to Us, as reasonably requested, for Us to determine whether we are obligated to collect Indirect Taxes from You. We will not collect, and You will not pay, any Indirect Tax for which You furnish us a properly completed exemption certificate or a direct payment permit certificate for which we may claim an available exemption from such Indirect Tax. All payments made by You to us under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, You will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide You with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.

6.4 Payment Fees. If You make any payment via credit card, foreign currency, or wire transfer, all associated credit card fees, currency exchange fees, and outgoing and incoming bank fees (including, without limitation, Your bank fees and excluding Our bank fees) (collectively with credit cards fees and currency exchange fees, “Payment Fees”) shall be Your responsibility and shall be recoverable by US from You. You may include such Payment Fees at the time of the payments to Us, however, if such Payment Fees are not included by You at the time of payment to Us, then We shall be entitled to full reimbursement of such Payment Fees from customer within sixty (60) days of any applicable payment initiated by You.

7. TEMPORARY SUSPENSION

7.1 Generally. We may suspend Your or any End User’s right to access or use any portion or all of the Service Offerings if we determine (acting reasonably) :(a) Your or an End User’s use of the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) adversely impacts our systems, the Service Offerings or the systems or Content of any other of Our customers, (iii) subjects us, our Affiliates, or any third party to liability, or (iv) is fraudulent; (b) You are in breach of Your payment obligations under Section 6 or payment for the Services is not received within fourteen (14) days from the data on which payment is due; or © You have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. Before exercising Our suspension rights under this Section 7.1, We will provide You with: (a) 30 days’ notice of the circumstances giving rise to suspension; and (b) an opportunity to remedy the circumstance giving rise to suspension within the reasonable period specified in the notice.

7.2 Effect of Suspension. If we suspend Your right to access or use any portion or all of the Service Offerings:(a) You remain responsible for all fees and charges You incur during the period of suspension; and (b) You will not be entitled to any service credits under the Service Level Agreements for any period of suspension;

7.3 Resumption. Once the issues under Section 7.1 are resolved, we will resume Your and all End Users’ right to access or use all of the Service Offerings immediately without undue delay.

8. TERM & TERMINATION

8.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect unless terminated earlier under Section 8.3. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 8.2. The Term of this Agreement will be automatically renewed for a successive twelve (12) month term up to conclusion of this contract, unless notice of termination is given by you at least sixty (60) days prior to expiration of the current term.

8.2 Termination. (i) By Either Party. Either party may terminate this Agreement (A) for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party; or (B) by notice immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In any case, neither party can terminate this Agreement if there is an active Statement of Work (SOW).(ii) By Us. We may also terminate this Agreement immediately upon notice to you in order to comply with the law or requests of governmental entities.

8.3 Effect of Termination. (a) Generally. Upon the Termination Date:(i) except as provided in Section 8.3(b), all Your rights under this Agreement immediately terminate;(ii) You remain responsible for all fees and charges You have incurred up to the Termination Date and are responsible for any fees and charges You incur during the post-termination period described in Section 8.3(b);(iii) You will immediately return or, if instructed by us, destroy all Interfacing Content in Your possession; and (iv) Sections 1, 4.1, 5, 6, 8, 9 (except the license granted to You in Section 9.3), 13 and 15 will continue to apply in accordance with their terms. (b) Post-Termination. Unless we terminate your use of the Service Offerings pursuant to Section 8.2(a), during the 30 days following the Termination Date:(i) we will not take action to remove from Our systems any of Your Content as a result of the termination; and (ii) we will allow You to retrieve Your Content from the Services only if You have paid all amounts due under this Agreement. You must download Your Content, if desired, prior to deletion by Us as stated herein. For any use of the Services after the Termination Date, the terms of this Agreement will apply and You will pay the applicable fees at the rates under Section 6.

9. PROPERTY RIGHTS

9.1 Your Content. Except as provided in this Section 9, we obtain no rights under this Agreement from You (or Your licensors) to Your Content. You consent to our use of Your Content solely as necessary to provide the Service Offerings to You and any End Users.

9.2 Adequate Rights. You represent and warrant to us that: (a) You or Your licensors own all right, title, and interest in and to Your Content and Suggestions; (b) You have all rights in Your Content and Suggestions necessary to grant the rights contemplated by this Agreement; and © none of Your Content or End Users’ use of Your Content or the Service Offerings will violate the Acceptable Use Policy.

9.3 Service Offerings License. We or our licensors own all right, title, and interest in and to the Service Offerings, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant You a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to do the following: (a) access and use the Services solely in accordance with this Agreement; and (b) copy and use the Interfacing Content solely in connection with Your permitted use of the Services. Except as provided in this Section 9.3, You obtain no rights under this Agreement from us, our Affiliates or our licensors to the Service Offerings, including any related intellectual property rights. Some Interfacing Content and Third-Party Content may be provided to You under a separate license, such as the Apache License, Version 2.0, or other open source license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to the Interfacing Content or Third-Party Content that is the subject of such separate license.

9.4 License Restrictions. Neither You nor any End User will use the Service Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. Neither You nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Service Offerings (except to the extent Content included in the Service Offerings is provided to You under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Service Offerings or apply any other process or procedure to derive the source code of any software included in the Service Offerings (except to the extent applicable law doesn’t allow this restriction), © access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Service Offerings, or (e) produce any product or similar Service Offering. You may only use the Interfacing Marks in accordance with the Trademark Use Guidelines. You will not misrepresent or embellish the relationship between us and You (including by expressing or implying that we support, sponsor, endorse, or contribute to You or Your business endeavours). You will not imply any relationship or affiliation between us and You except as expressly permitted by this Agreement.

9.5 Suggestions. If You provide any Suggestions (including but not limited to feedback, comments, suggestions, possible improvements, or other feedback) to us or our Affiliates, we and our Affiliates will be entitled to use the Suggestions without restriction, compensation or obligation to You. You hereby grant Us an irrevocable, worldwide, royalty-free, transferable, sub-licensable, and perpetual license to use, modify, publish and distribute such Suggestions, as well as to make, have made, distribute, sell offer to sell, displayed perform and otherwise exploit products and services that use such Suggestions for any purposes without restriction

10. INDEMNIFICATION

10.1 General. You will defend, indemnify, and hold harmless us, our Affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning: (a) Your or any End Users’ use of the Service Offerings (including any activities under Your Interfacing Service account and use by Your employees and personnel) in breach of this Agreement or violation of applicable law by you, End Users or Your Content; or (b) a dispute between You and any End User. You will reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (b) above at our then-current hourly rates.

10.2 Intellectual Property. (a) Subject to the limitations in this Section 10, We will defend and indemnify You and Your employees, officers, and directors against any Losses suffered or incurred by You, Your employees, officers, and directors arising out of or in connection with any third-party claim alleging that the Services infringe or misappropriate that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.(b) Subject to the limitations in this Section 10, You will defend and indemnify Us, our Affiliates, and their respective employees, officers, and directors against any Losses suffered or incurred by You, Your employees, officers, and directors arising out of or in connection with any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.(c) Neither party will have obligations or liability under this Section 10.2 arising from infringement by combinations of the Services or Your Content, as applicable, with any other product, service, software, data, content or method not otherwise provided by the party the subject of liability under this Section 10.2 (or third parties authorized by them). In addition, We will have no obligations or liability arising from your or any End User’s use of the Services after We have notified You to discontinue such use. The remedies provided in this Section 10.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Your Content.(d) For any claim covered by Section 10.2(a), We will, at Our election, either: (i) procure the rights to use that portion of the Services alleged to be infringing; (ii) replace the alleged infringing portion of the Services with a non-infringing alternative; (iii) modify the alleged infringing portion of the Services to make it non-infringing; or (iv) terminate the allegedly infringing portion of the Services or this Agreement.

10.3 Process. The obligations under this Section 10 will apply only if the party seeking defense or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defense and settlement of the claim; and © reasonably cooperates with the other party (at the other party’s expense) in the defense and settlement of the claim. In no event will a party agree to any settlement of any claim that involves any commitment, without the written consent of the other party.

11. WARRANTY

11.1 We warrant that the Services will materially conform to the Documentation. Our entire liability and Your exclusive remedy under this warranty will be, in Our sole discretion and subject to applicable law, either: (a) provide conforming services; or (b) terminate the non-conforming services and provide relief from any subsequent payments due with respect to such non-conforming services. The parties agree and acknowledge that this Section 11.1 is without prejudice to Your rights to terminate this Agreement pursuant to Section 8.1(i)(A).

11.2 We warrant and undertakes that: (a) We have and will maintain all necessary licenses, consents, and permissions necessary for the performance of Our obligations under this Agreement; (b) We will co-operate with You in all matters relating to the Service Offerings; © We will not do or omit to do anything which may cause You to lose any license, authority, consent or permission on which You rely for the purposes of conducting Your business; and (d) We shall not intentionally introduce any viruses into Your network and information systems via the Service Offerings or otherwise.

11.3 The foregoing limited warranty does not cover abuse or use in a manner inconsistent with this Agreement or resulting from events within the scope of Section 15.3. To the extent permitted by applicable law and except as expressly set out in this Agreement, We, and our Services Providers disclaim all other representations, warranties and conditions, whether express, implied, statutory, otherwise, including, without limitation, any express or implied warranties of merchantability, satisfactory quality, title, quiet enjoyment, fitness for a particular purpose and non-infringement, and any warranties arising out of any course of dealing or usage of trade, and any conditions of quality, availability, reliability, security, or lack of viruses, bugs or errors.

11.4 We do not make any warranty as to AI Service Offerings, or the results that may be obtained from the use of AI Service Offerings or the accuracy of any other information through the AI Service Offerings. You understand and agree that We do not attempt to verify the accuracy or compliance with laws of any AI, material and/or other data obtained through the use of any AI feature. You assume the sole risk for use of such AI features. No information or advice, whether oral or written, obtained by You from AI Service Offerings shall create any warranty not expressly made herein

11.5 You represent and warrant that You are entitled to transfer Your Content to Us and Our sub-processors and may lawfully use, process, and transfer Your Content in accordance with this Agreement on Your behalf.

12. LIMITATIONS OF LIABILITY

12.1 Liability Exclusions. Subject to Sections 12.3, a party (“First Party”) will not be liable to the other party (“Second Party”) under or in connection with this Agreement (whether in contract, tort or otherwise) for any indirect, incidental, special, consequential or exemplary damages (including damages for loss of profits, revenues, customers, opportunities, goodwill), even if the First Party has been advised of the possibility of such damages. Further, neither we nor any of our Affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with: (a) your inability to use the services as a result of any (i) termination or suspension of this Agreement or your use of or access to the service offerings, (ii) our discontinuation of any or all of the service offerings, or, (iii) without limiting any obligations under the service level agreements, any unanticipated or unscheduled downtime of all or a portion of the services for any reason; (b) the cost of procurement of substitute goods or services; © any investments, expenditures, or commitments by you in connection with this Agreement or your use of or access to the Service Offerings.

12.2 General Cap. Subject to Sections 12.3:
(a) Our maximum liability to You under this Agreement (whether in contract, tort, under an indemnity or otherwise), in aggregate in respect of all events and breaches of this Agreement occurring within any Contract Year, is limited to the aggregate Fees payable by You under this Agreement in that Contract Year; and
(b) Your maximum liability to Us under this Agreement (whether in contract, tort, under an indemnity or otherwise), in aggregate in respect of all events and breaches of this Agreement occurring within any Contract Year, is limited to the aggregate Fees paid by You under this Agreement in that Contract Year.

12.3 Exceptions. The above liability limitations in Section 12.2 and the exclusions in Section 12.1 shall not apply to: (i) either party’s liability for death or personal injury caused by negligence; (ii) either party’s liability for fraud or fraudulent misrepresentation;; or (iii) either party’s liability for any Losses arising as a result of a breach by either party of Section 4 (Security and Data Privacy) or Section 15.9 (Confidentiality), and the parties agree and acknowledge that the liability limitations set out in Section 12.4 will apply instead.

12.4 Super Cap.
(a) Under this Agreement and subject to Section 12.5, our maximum liability to you (whether arising from contract, tort, indemnity, or otherwise), in aggregate in respect of all matters described in Section 12.3 occurring within any Contract Year is limited for each Contract Year to the greater of two amounts: CAD$2 million or 100% of the total Fees you pay under this Agreement during that Contract Year.
(b) Under this Agreement and subject to Section 12.5, Your maximum liability to Us (whether arising from contract, tort, indemnity, or otherwise), in aggregate in respect of all matters described in Section 12.3 occurring within any Contract Year is limited for each Contract Year to the greater of two amounts: CAD$2 million or 100% of the total Fees you pay under this Agreement during that Contract Year.

13. INSURANCE

13.1 We shall procure and maintain during the Term of this Agreement, at Our own expense, the following types of insurance with limits of liability shown below with insurance carriers licensed to do business in Canada and that are reasonably acceptable to You and we will provide proof thereof upon request: (a) Comprehensive General Liability Insurance, occurrence-based policy, with a limit of not less than five CAD$5 million per claim combined single limit bodily injury/property damage (including products and completed coverage); (b) Professional Liability for errors and omissions, five CAD$5 million per claim; and © cyber insurance with a limit of not less than CAD$5 million per claim.

14. MODIFICATIONS TO THE AGREEMENT

14.1 The Parties shall not be bound by to changes in this Agreement or by any change or amendment to any of the provisions hereof unless approved in writing by authorized representatives of Both Parties.

15. MISCELLANEOUS

15.1 Assignment. Neither party will assign or otherwise transfer this Agreement or any of their rights and obligations under this Agreement, without the other party’s prior written consent. Any assignment or transfer in violation of this Section will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of The Parties and their respective permitted successors and assigns.

15.2 Entire Agreement. This Agreement incorporates the Policies by reference and is the entire agreement between You and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between You and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision

(a) submitted by You in any order, receipt, acceptance, confirmation, correspondence or other document, (b) related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire, or © related to any invoicing process that You submit or require us to complete. If the terms of this Agreement are inconsistent with the terms contained in any Policy, the terms contained in this Agreement will control, except that the Service Terms will control over this Agreement. In the event of conflict of this Agreement and all other Policies, this Agreement shall prevail.

15.3 Force Majeure. We and our Affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

15.4 Governing Law. The laws of the Quebec, Canada, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. Jurisdiction and venue under this Agreement shall lie in the courts of competent jurisdiction for the district of Montreal, Province of Quebec, Canada.

15.5 Disputes. Any dispute or claim relating in any way to your use of the Service Offerings, or to any products or services sold or distributed by Us will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim. You may choose to have the arbitration conducted by telephone, based on written submissions, or at a mutually agreed location. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we and you waive any right to a jury trial. We and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

15.6 Trade Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a Canadian company. For clarity, You are solely responsible for compliance related to the manner in which You choose to use the Service Offerings, including Your transfer and processing of Your Content, the provision of Your Content to End Users, and the Interfacing Region in which any of the foregoing occur. You represent and warrant that You and Your financial institutions, or any party that owns or controls You or Your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.

(a) On Our request you shall furnish us with a signed certification (i) verifying that the Services being used pursuant to the terms of this Agreement, including any user limitations and (ii) listing the locations where the Services is being used. You agree to grant Us reasonable access to audit the use of the Services for compliance with the terms of this Agreement. In the event that such audit reveals any use of the Services than in full compliance with the terms of this Agreement, you shall reimburse Us for all reasonable expenses related to such audit in addition to any other liabilities You may incur as a result of such non-compliance.

15.7 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective Affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both Parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.

15.8 Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

15.9 Confidentiality. Each party may only use the other party’s Confidential Information in connection with the performance of its obligations under this Agreement. Neither party will disclose the other party’s Confidential Information to any third parties (other than the receiving party’s professional advisors, employees and contractors who have a need to know the Confidential Information and who are subject to confidentiality restrictions in relation to the Confidential Information which are no less stringent than those set forth in this Section 15.9) during the Term or at any time during the 5-year period following the end of the Term. Each party will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of any Confidential Information received from the other party, including, at a minimum, those measures that the receiving party takes to protect its own confidential information of a similar nature. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.

15.10 Publicity. Neither party will issue any press release, case story or make any other public communication with respect to this Agreement or use of the Service Offerings without receiving approval from the other party. Either party may include the other parties’ corporate name and logo within a client/supplier list without receiving prior written approval from the other party.

15.11 Aggregated Anonymous Data. We may aggregate the metadata and usage data of You and Your Users collected or otherwise made available through the Services so that the results are non-personally identifiable with respect to You and/or Your Users (“Aggregated Anonymous Data”). The Aggregated Anonymous Data will be Deemed Our proprietary technology, and You acknowledge that We may perpetually use the Aggregated Anonymous Data (i) for Our own internal, statistical analysis, (ii) to develop and improve the Services, and (iii) to create and distribute reports and other materials regarding use of the Services. For clarity, nothing in this Section give Us the right (or ability) to publicly identify You and /or Your Users as the source of any Aggregated Anonymous Data.

15.12 Notice.

(a) To You. We may provide any notice to You under this Agreement by: (i) posting a notice on the Interfacing Site; or (ii) sending a message to the email address then associated with Your account. Notices we provide by posting on the Interfacing Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is Your responsibility to keep Your email address current. You will be deemed to have received any email sent to the email address then associated with Your account when we send the email, whether or not You actually receive the email.

(b) To Us. To give us notice under this Agreement, You must contact Us as follows: (i) by electronic mail to sales@interfacing.com; or (ii) by personal delivery, overnight courier or registered or certified mail to Interfacing Technologies Corporation, 460, Sainte-Catherine street West, suite 805, Montréal, QC, Canada, H3B 1A7, attention Contract Manager. We may update the electronic mail or address for notices to us by posting a notice on the Interfacing Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.

15.13 No Third-Party Beneficiaries. Except as set forth in Section 9.3, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

15.14 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

15.15 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

15.16 Counterparts. This Agreement may be executed in multiple counterparts each of which shall be deemed an original and all of which, together shall constitute one and the same instrument. Electronic, PDF or scanned signatures affixed to this Agreement shall be deemed original signatures for all purposes.