IMPORTANT NOTICE:  This Capsul3 Software Temporary License Agreement (the “Agreement”) governs the use of the Capsul3 foundation and Capsul3 scenario software and related materials and services provided by Matt3r Technologies Inc. (“Company”) to Customer identified in a corresponding online Access Form. This Agreement limits and excludes warranties and remedies regarding the software, materials and services, exempts Company and other persons from liability or limits their liability, specifies the jurisdiction for resolution of disputes, and contains other important provisions that you should read. 
By downloading, installing or activating any Capsul3 software, you acknowledge and signify Customer’s acceptance and agreement, without limitation or qualification, to be bound by this Agreement, and you represent and warrant that you have the legal authority to accept and agree to this Agreement on behalf of Customer. If Customer does not agree with each provision of this Agreement, or you are not authorized to agree to this Agreement on behalf of Customer, then neither you nor any other person on behalf of Customer may download, install, activate or use the Capsul3 software, and you must cancel the installation of the Capsul3 software and permanently delete and destroy all copies of the software in your possession or control.

1. GENERAL
   This Agreement must be read together with a pilot access form submitted by Customer to Company (the “Access Form”). In this Agreement, “Customer” refers to Customer identified in the Access Form, and “Parties” means Company and Customer. This Agreement applies to the version of the Company’s Software and specific add-on modules for the Software referenced in the Access Form, any related Documentation provided by Company to Customer, and all updates and enhancements to any of those items provided by Company to Customer from time to time. This Agreement also applies to any Support Services.
2. Definitions
   “Authorized Device” means a compatible computer that is owned or leased by Customer and is used exclusively by Customer for their internal business purposes only.
   “Authorized User” means any employee, consultant, agent, or similar personnel of Customer or affiliates thereof who is authorized to accept the terms of this Agreement on behalf of Customer, or who Customer grants access to use the Software or Licensed Materials and who has agreed to the terms and conditions of this Agreement governing such use.
   “Business Day” means any day other than a Saturday, Sunday, or statutory holiday in the City of Vancouver, British Columbia, Canada. For the purposes of this Agreement, any reference to a “day” or “date” shall be a reference to a Business Day unless otherwise specified.
   “K3Y Data” means RGB video and telemetry data collected from Users of Company’s K3Y devices and processed by Company.  
   “Documentation” means any supporting user or technical documentation provided with the Software. 
   “Intellectual Property” means any property, tangible or intangible, that may be subject to Intellectual Property Rights, including without limitation, ideas, formulae, algorithms, concepts, techniques, processes, procedures, approaches, methodologies, plans, systems, research, information, documentation, data, data compilations, specifications, requirements, designs, diagrams, programs, inventions, technologies, software (including its source code), tools, products knowledge, know-how, including without limitation, trade secrets, and other materials.
   “Intellectual Property Rights” means (a) any and all proprietary rights anywhere in the world provided under (i) patent law; (ii) copyright law, including moral rights; (iii) trademark law; (iv) design patent or industrial design law; (v) semiconductor chip or mask work law; (vi) trade secret law; (vii) privacy law; or (viii) any other statutory provision or common law principle applicable to this Agreement which may provide a right in either (A) Intellectual Property; or (B) the expression or use of Intellectual Property; and (b) any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing.
   “License Access Code” means a password or other code required to activate the Software.
   “Licensed Materials” means (a) any samples of K3Y Data downloaded using the Software; and (b) any samples of Scenarios in OpenDRIVE and OpenSCENARIO format generated via the Software. 
   “Release” means any release of the Software that Company makes available to Customer.
   “Scenario” means a de-identified or anonymized reconstruction of a real-world driving scenario, built using the K3Y Data. 
   “Software” means the Company’s proprietary software products provided in connection with this Agreement, being the CAPSUL3 Foundation and CAPSUL3 Scenario. Unless otherwise noted, the Software and Documentation are referred to collectively herein as “Software.”
   “Support Services” means, with respect to the Software, the support and maintenance services for the Software as set out and described in Schedule “A”.
   “Trial License” means a license for Customer to install one (1) copy of Software on one (1) Authorized Device and authorize one specific, named Authorized User to Use that copy of Software on that Authorized Device for non-production, internal evaluation purposes only. 
   “User” means a third-party who has purchased, installed, accessed and used the K3Y device in their vehicle(s) and consented to the collection, sharing, and use of the K3Y Data. 
   “Version” means each issuance of a Release of the Software, which provides enhancements to the current functionality of the current Release.
3. License
   1. Grant of License. Subject to all of the terms and conditions of this Agreement, Company hereby grants Customer a free, non-transferable, non-sublicensable, non-exclusive, temporary license to use the Software to view, access, and use the Licensed Materials during the Term on an Authorized Device suitable for such purposes, but solely: (a) for internal use by Customer for purposes as described below in Section 4.1 in accordance with the Documentation; and (b) in accordance with any additional license term or other user, computer, field of use or other restrictions set forth in this Agreement or otherwise specified upon purchase. Customer acknowledges and agrees that any use of the Software or Licensed Materials for any other purpose, and by anyone other than an Authorized User, is prohibited. Customer shall be responsible for Authorized User’s use and protection of the Software and Licensed Materials.
   2. Authorized User. Further to Section 3.1, Company and Customer shall limit access to or distribution of the Software and the Licensed Materials offered to the Customer or an Authorized User thereof. Customer will require any Authorized User to whom Customer grants access or distributes to the Software or Licensed Materials to sign an agreement that clearly states the need for protection of Company’s Intellectual Property Rights and Confidential Information (as defined in Section 12.1) subsisting in the Software and Licensed Materials, and agreeing that the Authorized User will not attempt to re-identify any User or vehicle from any Licensed Materials, or assist or allow any third party to do so.
   3. Installation and Activation. Company will make the Software and Licensed Materials available for download in electronic form. If the Software requires a License Access Code to operate as licensed to Customer, Company will deliver such License Access Code to Customer. All deliveries shall be deemed to occur as of the Effective Date (or, if later, such date on which the Software is first made available to Customer). Unless the Parties otherwise expressly agree in writing, Customer shall install and use the Software only on an Authorized Device.
   4. Changing Authorized Devices. Customer may permanently delete the Software from an Authorized Device and re-install the Software on a replacement Authorized Device, provided that Customer receives express written consent from and follows the procedure prescribed by Company.
   5. Changing Authorized User. Customer may transfer a Trial License from a first Authorized User to a second Authorized User no more than once during the Term, provided that the first Authorized User was terminated or re-assigned to a different role, and the second Authorized User signs the agreement referred to in Section 3.2.
   6. License Restrictions. Customer shall not (and shall not allow any Authorized User or third party to): (a) decompile, disassemble, or otherwise reverse engineer the Software or any Licensed Materials or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions); (b) redistribute, resell, sublicense, rent, or lease the Software or any Licensed Materials (or any portion or derivative thereof) to an unauthorized third party, or use the Software or any Licensed Materials (or any portion or derivative thereof) for the benefit of an unauthorized third party; (c) remove any product identification, proprietary, copyright, or other notices contained in the Software or Licensed Materials; (d) modify or translate any part of the Software or the Licensed Materials, create a derivative work of any part of the Software or Licensed Materials, or incorporate the Software or any Licensed Materials into or with other software, except to the extent expressly authorized in writing by Company; (e) attempt to circumvent or disable the security key mechanism that protects the Software or Licensed Materials against unauthorized use (except and only to the extent that applicable law prohibits or restricts such restrictions); (f) publicly disseminate performance information or analysis (including, without limitation, benchmarks, security threats detected) from any source relating to the Software or any Licensed Materials; (g) attempt to, or re-identify any User or vehicle from the K3Y Data, Scenarios or other de-identified or anonymized information obtained through use of the Software; (h) solely rely on the Software or Licensed Materials for any safety system in an ADAS-enabled vehicle; (i) use the Software or any Licensed Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of Company or any other person, or that violates any applicable law, regulation or rule; (j) use the Software or any Licensed Materials for purposes of benchmarking or competitive analysis of the Software or any third party software or datasets, or for developing, using, or providing of a software product or service that competes with the Software or any other purpose that is to the Company’s commercial disadvantage; (k) use the Software or any Licensed Materials for controlling a vehicle or install the Software or any Licensed Materials in any in-vehicle systems; or (l) use (including make any copies of) the Software or any Licensed Materials beyond the scope of the license granted under this Agreement.
   7. Third Party Materials. The Software or Licensed Materials may include software, content, data, or other materials, including related documentation, that are owned by persons other than Company and that are provided to Customer on licensee terms that are in addition to and/or different from those contained in this Agreement ("Third-Party Licences"). Ownership of all Intellectual Property Rights in such third-party materials remains with the respective owners thereof. Customer is bound by and shall comply with all Third-Party Licences. Any breach by Customer or an Authorized User of any Third-Party Licence is also a breach of this Agreement.
   8. License by Customer to Use Feedback. Customer grants to Company and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer relating to the operation of Company’s or its affiliates’ services.
4. Use of Software and LICENSED MATERIALS
   1. Permitted Use of Software and Licensed Materials. During the Trial License, Customer or Authorized User may only use the Software and Licensed Materials for evaluation of whether Customer wishes to purchase a commercial license for the CAPSUL3 Foundation and/or CAPSUL3 Scenario under a Full License Agreement (as defined below). Pursuant to the Trial License, Customer may only use the CAPSUL3 Foundation, and Licensed Materials used in conjunction therewith, for training and post-training of Customer’s Multimodal Large Language Models, and may only use the CAPSUL3 Scenario, and Licensed Materials used in conjunction therewith, for running offboard simulations to test, validate, and verify the performance of Customer’s advanced driving-assistance systems. For clarity, “post-training” includes fine-tuning, offline robustness evaluation, and synthetic data workflows, but excludes re-training of any base models, and “testing and validating” includes offboard use in autonomous vehicle stack evaluation (SIL/HIL, planning replay, etc.). Any use of the Software or Licensed Materials not expressly authorized in this Agreement is strictly prohibited, and any instance of a prohibited use will constitute a breach of this Agreement.
5. Ownership
   1. Intellectual Property Rights. Customer acknowledges and agrees that, as between Customer and Company, Company owns all worldwide right, title and interest, including all Intellectual Property Rights, in and to: (i) the Software, including any and all Versions or Releases; (ii) the Licensed Materials; and (iii) any modifications, enhancements, upgrades, updates or customization to the Software or Licensed Materials. Customer does not acquire any rights, title or ownership interests of any kind whatsoever, express or implied, in any of the foregoing, including the K3Y Data and Scenarios, other than the non-exclusive license granted herein. Company acknowledges and agrees that, as between Customer and Company, Customer retains ownership of all worldwide right, title and interest, including all Intellectual Property Rights, in and to any ADAS that an Authorized User tests, validates, or verifies using the Software or Licensed Materials in accordance with this Agreement.  
   2. Copies:  Customer shall not copy the Software or Licensed Materials except in connection with the installation of the Software and Use of the Licensed Materials as contemplated in this Agreement. Customer agrees that any copies of the Software or Licensed Materials it makes will bear all copyright, trademark and/or other proprietary notices of Company and its licensors included in the Software.
   3. Records:  Customer shall keep an accurate record of the Authorized Device (identified by its serial number and location), the Authorized User (identified by their name and location), and the locations of all copies it makes of any downloaded Licensed Materials, and any modification, enhancement, upgrade, update or customization derived therefrom, setting forth the number of copies made and the installation location of each copy.
6. Term, RENEWALS, AND TERMINATION
   1. Term. The term of a Trial License shall commence on the date on which Customer uses the required License Access Code to install and access the Software. The term of the Trial License shall continue for one month (the “Term”), as specified in the Access Form, unless either Company or Customer in their discretion terminate this Agreement early in accordance with this section. The Company may, on case-by-case basis and in Company’s sole discretion, extend the Term of the Trial License if Customer requests additional time to evaluate purchase of a commercial license. For clarity purposes, termination of this Agreement in any manner shall be understood to also mean termination of the Trial License.
   2. Automatic Termination. Except as otherwise provided under Sections 6.3 and 6.4, this Agreement shall automatically terminate at the end of the last day of the Term.
   3. Termination by Company. Company may terminate this Agreement immediately upon giving written notice to Customer of such termination if Customer: (i) infringes the Intellectual Property Rights of Company; or (ii) breaches the terms and conditions of this Agreement, including without limitation the restrictions set out in Section 3.6.
   4. Termination by Customer. Customer may terminate this Agreement immediately upon giving written notice of such termination to Company. Customer may issue a request to receive additional services related to the Capsul3 Foundation or Capsul3 Scenario software from Company pursuant to the terms and conditions of a full license agreement (“Full License Agreement”). Company may in its discretion choose to execute a Full License Agreement with Customer. If both Parties execute a Full License Agreement, the term of this Agreement shall be terminated immediately upon the execution date of the Full License Agreement.
   5. Surviving Provisions. Sections 2, 5, 6.6, 8, 9, 10, 11, 12, 13, and 15 will survive any termination or expiration of this Agreement, and provided that both Parties have executed a Full License Agreement pursuant to Section 6.4, the surviving Sections shall operate concurrently with and supplement any analogous provisions in the Full License Agreement. For clarity purposes, execution of a Full License Agreement between the Parties shall not be construed as Company waiving or releasing Customer of any liability or obligation incurred by Customer, its affiliate, or an Authorized User under this Agreement.
   6. Effect of Termination; Deletion of Licensed Materials. Upon the termination of this Agreement, Customer and any Authorized User shall: (i) immediately cease making any further use of the Software and Licensed Materials; and (ii) within ten (10) days of this Agreement being terminated, delete the Software and Licensed Materials, and any copies, modification, enhancement, upgrade, update or customization derived therefrom, on any Authorized Device on which they are stored. Company may request Customer to provide a certificate of deletion at any time after ten (10) days of this Agreement being terminated.  
7. CUSTOMER’S OBLIGATIONS
   1. Representations and Warranties of Customer. Customer represents and warrants to Company as follows:
      1. all information provided by Customer to Company, including all information in the Access Form, is true, accurate, current and complete;
      2. Customer has the right, power, capacity and authority to enter into and perform its obligations and exercise its rights under this Agreement;
      3. Customer’s entering into this Agreement and performance of this Agreement will not conflict with, or result in the breach of, any express or implied obligation or duty (contractual or otherwise) now or in the future owed by Customer to any other person;
      4. Customer has all rights and licenses regarding Customer software necessary to Use the Software or Licensed Materials on an Authorized Device as contemplated by this Agreement; and
      5. Customer’s use of the Software or Licensed Materials as contemplated by this Agreement will not infringe the rights (including any intangible, intellectual, and proprietary rights) of any other person or violate any applicable laws.
         
8. Warranty Disclaimers
   THE SOFTWARE AND ALL LICENSED MATERIALS ARE PROVIDED “AS IS.” COMPANY DOES NOT WARRANT THAT CUSTOMER USE OF THE SOFTWARE OR LICENSED MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY SECURITY MECHANISMS IMPLEMENTED BY THE SOFTWARE WILL NOT HAVE INHERENT LIMITATIONS. NEITHER COMPANY NOR ITS SUPPLIERS OR LICENSORS OF THIRD PARTY DATA OR SOFTWARE MAKES ANY OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
9. INDEMNIFICATION
   1. During and after the term of this Agreement, Customer will defend, indemnify and hold harmless Company and its affiliates, jointly and severally, from and against any and all third party Claims and third party Proceedings directly or indirectly arising from, connected with, or related to: (i) the fault or negligence of Customer, its Authorized User, or any of its employees, agents or representatives; (ii) Customer or Authorized User’s breach of any instructions or specifications provided by Company with respect to the Software or Licensed Materials; (iii) any breach by Customer, its Authorized User, or any of its employees, agents or representatives of any third party right, including Company’s or any third party’s Intellectual Property Rights; or (iv) breach or violation by Customer, its Authorized User, or any of its employees, agents or representatives of any applicable law. In this Agreement:
      1. “Claims” means claims, counterclaims, complaints, demands, causes of action, damages, liabilities, obligations, legal fees, costs, expenses and disbursements, including reasonable attorney’s fees and court costs, of any nature or kind, whatsoever and howsoever arising, whether known or unknown, whether in law or in equity or pursuant to contract or statute, and whether in any court of law or equity or before any arbitrator or other body, board or tribunal; and
      2. “Proceedings” means actions, suits, proceedings, and hearings of any nature and kind in any court of law or equity or before any arbitrator or other body, board, or tribunal.
10. Support & Maintenance
    1. Company will provide Support Services during the Term as specified in Schedule “A”.
11. Limitation of Remedies and Damages
    1. NEITHER COMPANY NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
    2. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY’S ENTIRE LIABILITY TO THE CUSTOMER UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY THE CUSTOMER TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE LIABILITY EVENT.  
    3. The parties agree that the limitations specified in this Section 11 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
12. Confidentiality Obligations
    1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing), the Software, the K3Y Data, Scenarios, Customer data (which is the Confidential Information of the Customer), business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that:  (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
    2. Confidentiality. Subject to Section 12.4, and unless the Disclosing Party expressly agrees in writing otherwise, the Receiving Party will: (a) use the Disclosing Party’s Confidential Information only during the Term and only as necessary to perform the Receiving Party’s obligations under this Agreement; (b) disclose the Disclosing Party’s Confidential Information only to the Receiving Party’s directors, officers, agents, employees and authorized subcontractors and their employees and only to the extent that such disclosure is necessary to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under this Agreement. Customer shall not disclose any performance, benchmarking, or feature-related information about the Software.
    3. Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
    4. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
    5. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
    6. Return of Confidential Information. Upon Disclosing Party’s written request upon expiration or termination of this Agreement (or at any earlier time upon written request by the Disclosing Party), the Receiving Party will: (a) promptly deliver to the Disclosing Party all originals and copies, in whatever form or medium, of all the Disclosing Party’s Confidential Information and all documents, records, and materials, in whatever form or medium, containing such Confidential Information in the Receiving Party’s possession, power or control and the Receiving Party will delete all of the Disclosing Party’s Confidential Information from any and all of the Receiving Party’s computer systems, retrieval systems and databases, to the extent possible; and (b) request that all persons to whom it has provided any of the Disclosing Party’s Confidential Information comply with this Section 12.6.
13. Export Compliance; Compliance with Laws
    1. Export Compliance. Customer acknowledges that the Software or Licensed Materials may be subject to export restrictions by the Canadian and United States government and import restrictions by certain foreign governments. Customer shall not, and shall not allow any Authorized User or third party to, remove or export from Canada or United States or allow the export or re-export of any part of the Software, Licensed Materials, or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, or the Canadian equivalents; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States or Canadian government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States, Canada or foreign agency or authority. The Customer agrees to the foregoing and warrants that the Customer is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list.
    2. Compliance with Laws. The Customer is responsible for complying with all applicable laws, regulations and codes of practice in the Customers’ use of the Software or Licensed Materials and any results derived from the Software or Licensed Materials.
14. COMPLIANCE MEASURES
    1. The Software and Licensed Materials may contain technological copy protection or other security features designed to prevent unauthorized use of the Software and Licensed Materials, including features to protect against any use of the Software and Licensed Materials that are prohibited.Customer shall not, and shall not attempt to, remove, disable, bypass, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.
    2. Customer shall conduct a review of its use of the Software by its Authorized User and, upon written request by Company no more than once per quarter, certify to Company in a written instrument signed by an officer of Customer that it is in full compliance with this Agreement or, if Customer discovers any non-compliance, Customer shall immediately remedy such non-compliance and provide Company with written notice thereof. Customer shall provide Company with all access and assistance as Company requests to further evaluate and remedy such non-compliance.
    3. During the Term, Company may, in Company’s sole discretion, audit Customers Use of the Software and Licensed Materials to ensure Customer’s compliance with this Agreement provided that (i) any such audit shall be conducted on not less than twenty (20) days prior notice to Customer, and (ii) no more than two (2) audits may be conducted in any twelve (12) month period except where good cause is shown. Company also may, in its sole discretion, audit Customers systems within twelve (12) months after the end of the Term to ensure Customer has ceased use of the Software and Licensed Materials and removed all copies of the Software and Licensed Materials, or  from such systems as required hereunder. The Customer shall fully cooperate with Company’s personnel conducting such audits and provide all reasonable access requested by the Company to records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information.
    4. Company’s remedies set forth in this Section 14 are cumulative and are in addition to, and not in lieu of, all other remedies the Company may have at law or in equity, whether under this Agreement or otherwise.
15. General
    1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Company may assign this Agreement to any affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of Company’s assets or voting securities. Customer may not assign or transfer this Agreement, in whole or in part, without Company’s written consent. Any attempt to transfer or assign this Agreement without such written consent will be null and void.
    2. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
    3. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of the Province of British Columbia and the applicable federal laws applicable therein, without regard to its conflict of law principles. The courts located in the Province of British Columbia shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement and each party hereby consents to the exclusive jurisdiction of such courts.
    4. Notices. Any notice, consent, direction or other communication required or permitted to be given under this Agreement by a party shall be inwriting and may be given by sending same by facsimile, email, prepaid first-class mail or by delivery by hand addressed to the party to which the notice it to be given at the applicable address noted below. Any such notice, consent, director or other communication, if sent by facsimile or email, shall be deemed to have been given and received at the time of receipt (if a Business Day or, if not the next succeeding Business Day) unless actually received after 5:00 p.m. (local time) at the point of delivery in which case it shall be deemed to have been received on the next succeeding Business Day; if mailed by prepaid first-class mail at any time other than during a general discontinuance of postal service due to strike, lock-out of otherwise, shall be deemed to have been received on the fourth (4th) Business Day after the post-marked date thereof; or, if delivered by hand, shall be deemed to have been received on the day on which it is delivered (if a Business Day, if not, the next succeeding Business Day).
       The address for each of the parties shall be as follows:
       1. If to Company at:
          Mailing Address:
          Attention:
          Email:
       2. If to Customer at:
          Mailing Address:
          Attention:
          Email:
    5. Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
    6. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. No provision of any purchase order or in any other business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document issued by a party hereto relating to this Agreement shall be for administrative purposes only and shall have no legal effect.
    7. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
    8. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events, which occur after the signing of this Agreement and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, pandemics, refusal of license or changes in law or regulations by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure event at reasonable cost.