Summary:

This is a legal agreement between you (the user of the Tali.ai Application) and Tali.ai (the organization providing the voice-enabled artificial intelligence powered application).

These Agreement cover 3 important concepts:

1. What you can expect from Tali.ai
2. What we expect from you the User
3. Consent to use your (and your patient's) information

1. 1. What you can expect from us

Tali.ai will provide you with a state-of-the-art natural language processing language model to help reduce the time you spend on documentation and administrative tasks so that you can focus on patient care.

Tali.ai will only collect the information you provide to it. We will not access your patient's health record (unless you direct us to). Such information will be stored and processed in Canada and the United States.

All information (including personal information of yourself and your patients) entered into Tali.ai may be used in the future by Tali.ai to further develop the Tali.ai Application and for other commercial purposes.

Tali.ai will protect all information it collects through administrative, physical, and technical security features.

2. 2. What we expect from you

Tali.ai relies on our users (the healthcare practitioners) to inform patients how they use the voice-enabled virtual assistant. You must obtain the patient's consent for their information to be collected and used by Tali.ai.

By using the Tali.ai Application, you represent that you and your patient have consented for the collection, use and disclosure of their personal information for future commercial purposes by Tali.ai.

We cannot collect the consent for you since we do not have a relationship with your patients.

3. 3. Consent to use your (and your patient's) information

The Tali.ai Application needs to keep copies of your appointment audio recordings, the text transcripts of such appointments, and all summaries or outputs of such appointments to operate the Tali.ai Application. This means that if personal information is disclosed during the appointment, Tali.ai will have a copy of such information. Tali.ai keeps all such information to improve the Tali.ai application, for record keeping purposes, and for other future commercial purposes.

Please refer to the content of the Agreement below for more detail. If there is any conflict with the Terms of Service or Tali's privacy policy and any information contained in this summary, the terms of the Terms of Service and Privacy Policy shall prevail.

11855760 Canada Inc. (dba Tali.ai) ("Provider") provides a platform and application program interface (API) on a software as a service and platform as a service basis ("Service", as further defined below). The Service is provided on a subscription basis as further described in this Agreement and on the Provider's website under specific subscription plans offered by Provider from time to time.

The Services are provided through browser extension or a desktop application made available to you. This Agreement applies to anyone ("You"/"Customer") who subscribes for or otherwise uses the Services.

THESE TERMS (THE "AGREEMENT") CONTAIN IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES. ACCORDINGLY, YOU SHOULD READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU AGREE TO THE TERMS HEREOF. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER. IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE PROVIDER'S WEBSITE OR ANY OF ITS CONTENT OR SERVICES.

1. Provision of Service.

1. Provision Generally. Subject to your acceptance of this Agreement and your payment of all fees due and owing to Provider, during the Subscription Term (as defined in Section 5.1) Provider will provide Customer with access to Provider's analytics platform and Provider's application program interface (API) (collectively, the “Service”) facilitating Customer AI dictation, appointment summary generation and drug monograph lookup in accordance with the terms and conditions of this Agreement. In order to access and use the Service, Customer is responsible at its own expense for obtaining its own Internet access and any hardware and software required therefor. Customer's right to use the Service during the Subscription Term shall be subject to and in accordance with any additional conditions, restrictions or parameters specified in this Agreement.
2. Grant of Rights. Subject to the terms and conditions of this Agreement, Provider hereby grants to Customer a limited, royalty-free, non-exclusive, non-sublicensable, non-transferable (except for permitted assignments as hereinafter described) right to access and use the Service in accordance with this Agreement, subject to the terms and conditions of approved Services plan and solely for Customer's internal business purposes during the Subscription Term. All rights not expressly granted to Customer are reserved by Provider and its licensors. There are no implied rights.
3. Eligibility Requirements. By entering into this Agreement, Customer represents and warrants that Customer meets the following minimum requirements (“Eligibility Requirements”): (a) Customer has the necessary rights and authority to enter into and perform the obligations required of Customer under this Agreement and consents to have their personal information used by Provider; (b) the Customer Data (as defined herein) is accurate, complete and current; (c) Customer's use of the Service and collection of Appointment Data (as defined herein) will comply with all applicable laws and regulations, and specifically, Customer has obtained the explicit consent of their patients for the patient's personal information (including their personal health information, the “Patient Data”) to be collected, used and disclosed by Customer to Provider as part of the Service and for Provider to use and disclose the Patient Data to develop improvements to the Services and new commercial products; and; (d) Customer will not infringe the rights of any third party (including without limitation any intellectual property rights or privacy rights) in its use of the Service.
4. Restrictions. Customer shall not (and shall not allow any third party to): (a) permit any third party to access or use the Service except as envisioned by the Service in its normal operation or specified herein; (b) alter, modify, debug, reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to any software (including source code) associated with the Service; (c) use any unauthorized robot, spider, scraper or other automated means to access the Service, or engage in any scraping, data-mining, harvesting, data aggregating or indexing of the Service except to have copy of Customer Data and Appointment Data (d) frame or mirror any content forming part of the Service; or (e) access the Service in order to (f) build a competitive product or service, or (g) copy any ideas, features, functions or graphics of the Service. Customer shall keep all passwords and API keys provided to it safe and secure and shall be responsible for all use of the Service using passwords or API keys issued to Customer. Customer shall notify Provider immediately of any actual or suspected unauthorized use of its passwords or API keys for the Service. Without limiting any of its other rights or remedies, Provider reserves the right to suspend access to the Service if Provider reasonably believes that Customer has materially violated the restrictions and obligations in this Agreement after providing Customer written notice remained ineffective within 15 days. The Service may not be accessed or used by any national or resident of a country embargoed by the United States or Canada including countries sanctioned by the Office of Foreign Assets Control (OFAC) or the Financial Action Task Force (FATF). By accessing or using the Service, Customer is representing and warranting that Customer is not located in, under the control of, or are a national or resident of any country to which the use of the Service would be prohibited by the laws of Canada or the United States or the laws of the country or jurisdiction in which they are currently residing in or subject to.
5. Customer Cooperation. Customer shall: (a) reasonably cooperate with Provider in all matters relating to the Service; (b) respond promptly to any Provider request to provide information, approvals, authorizations or decisions that are reasonably necessary for Provider to provide the Service in accordance with this Agreement; and (c) provide such Customer materials or information as Provider may reasonably request to provide the Service and ensure that such materials or information are complete and accurate in all material respects.

2. Provider Technology.

In connection with providing the Service, Provider and its licensors shall operate and support the hosted environment used by Provider to provide the Service, including the Provider Technology (as defined below), the server hardware, disk storage, firewall protection, server operating systems, management programs, web server programs, documentation and all other technology or information so used by Provider. As used herein, “Provider Technology” means all of Provider's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Provider in providing the Service, including any and all updates, modifications, improvements and derivatives thereto and thereof.

3. Ownership.

1. Customer acknowledges and agrees that Provider shall retain a copy of all information collected by the Provider Technology during a patient appointment when Customer uses the Service, including Customer's personal information and Patient Data (the “Appointment Data”). All Appointment Data shall be used by Provider to provide the Service, to improve/refine the Service, and for other commercial purposes. Customer hereby assigns and conveys all right, title and interest in the Appointment Data to Provider, including all consents obtained by Customer for Provider to use Appointment Data for commercial purposes, and hereby consents to Customer's own personal information contained in the Appointment Data to be collected and used by Provider for future commercial purposes.
2. No right or license is granted hereunder to Customer under any trademarks, service marks, trade names or logos. Customer shall not remove any Provider trademark, service mark or logo, or any proprietary notices or labels (including any copyright or trademark notices) from the Service. Customer acknowledges and agrees that, as between Provider and Customer, all right, title and interest in and to the Service (including the data, information, text, images, designs, sound, music, marks, logos, compilations (meaning the collection, arrangement and assembly of information) and other content on or made available through the Service, the Provider Technology and all improvements and derivatives of the foregoing (including all intellectual property and proprietary rights embodied therein or associated therewith) are and shall remain owned by Provider or its licensors, and this Agreement in no way conveys any right, title or interest in the Service or the Provider Technology other than a limited right to use the Service in accordance with this Agreement.

4. Fees; Payments; Taxes.

1. Fees. Customers with paid subscriptions will provide Provider (or its third-party payment service provider) with a valid credit card for payment of the applicable subscription fees, or (if applicable) will duly pay invoices issued to such Customers on the payment and other terms set forth in such invoices. In addition to any fees, the Customer may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges. No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of a Customer. There are no charges for cancelling a subscription and paying subscriptions cancelled prior to the end of their current billing cycle will not be charged again in the following cycle.
2. Increases. Provider reserves the right to increase its fees upon at least 30 days' advance notice (email or otherwise) to Customer; provided, however, that fee increases will not take effect until the start of the next Subscription Term.
3. Taxes. All amounts due hereunder are exclusive of all sales, use, excise, service, value added, or other taxes, duties and charges of any kind (whether foreign, federal, state, local or other) associated with this Agreement, the Service, or Customer's access to the Service. Customer shall be solely responsible for all such taxes, duties and charges (except for taxes imposed on Provider's income), which may be invoiced by Provider from time-to-time. In the event of updated tax rates, Provider will apply the new tax rate without notice to the Customer.
4. Withholdings. Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If the Customer is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Provider receives an amount equal to the sum it would have received had no such deduction or withholding been made.

5. Term & Termination.

1. Term, Termination and Automatic Renewal. Customers are solely responsible for cancelling subscriptions. A Customer may cancel their subscription at any time by accessing the Service and visiting https://tali.ai/user-profile or (if the Customer pays subscription fees by invoice) by providing written notice to the Provider, as applicable. For security reasons, cancellations shall only be performed by a Customer using the account cancellation URL within the Service, or by written notice to Provider. The Customer may be directed, within the Service, to contact support to complete the cancellation. Cancellations shall not be accepted by any other means. After the initial subscription term, this term of the subscription shall be deemed renewed automatically at the end of the term, for the same term, until the Service is cancelled in accordance herewith.
2. Termination for Breach. Provider in its sole discretion has the right to suspend or discontinue providing the Service to any Customer without notice for actions that are in material violation of this Agreement.
3. Termination for convenience. Where the Service is provided to Customer on a “free” basis, Provider reserves the right to terminate this Agreement at any time, with or without notice to Customer.
4. Effects of Subscription Termination; Survival. Upon any termination of this Agreement: (a) all rights granted to Customer hereunder shall terminate and Provider shall no longer provide access to the Service to Customer, and (b) Customer shall cease using the Service. Any obligations that have accrued prior to termination shall survive termination of this Agreement. In addition, the following Sections, as well as any other provisions herein which by their nature should survive, shall survive termination of this Agreement: Sections 3-10.

6. Customer Data and End User Data.

1. Data Generally. All account and billing information, and all data and information which the Customer, or its “End Users” (permitted users being its employees, contractors, agents, and any other person who Customer permits to use its instance of the Service) inputs into the Service (collectively, “Customer Data”) will be used by Provider as set out herein. Provider agrees to protect Customer Data and Appointment Data with no less than industry-standard information security tools and procedures. Provider may analyze Customer Data and Appointment Data to create aggregated and anonymized statistics or data and Provider may use and disclose such statistics or data in its discretion. Except as specified otherwise in this Agreement, Customer shall be solely responsible for providing, updating, uploading and maintaining all Customer Data. Provider shall operate the Service in a manner that provides reasonable information security for Customer Data and Appointment Data, using commercially reasonable data backup, security, and recovery protections.
2. Additional Customer Responsibilities. Customer is solely responsible for all Customer Data that they, or End Users, upload on the Provider's platform as part of the Service. Provider does not guarantee the accuracy, integrity or quality of Customer Data. Customer shall not upload or otherwise make available to Provider any Customer Data that: (a) constitutes an infringement, misappropriation, or violation of all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights; (b) violates this Agreement, including, without limitation, the Privacy Policy or any applicable laws, rules, or regulations; (c) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, sexually explicit, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, promotes illegal activities or contributes to the creation of weapons, illegal materials, or is otherwise objectionable or illegal in any way; (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, limit the functionality of any computer software or hardware or telecommunications equipment; (e) interferes with or disrupts the Service or servers or networks connected to the Service; (f) is harmful to minors in any way; (g) constitutes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (h) causes Provider to violate any applicable law, rule or regulation, including those regarding the export of technical data, or (i) they have not obtained consent as required by privacy law from the patient to have their personal information transferred to Provider and used by Provider for its own commercial purposes. Provider reserves the right, but has no obligation, to review any Customer Data or Appointment Data, investigate any claim related to Customer Data or Appointment Data, or take appropriate action, in its sole discretion, against the person (Customer or End Users) at the origin of the content that creates any liability for Provider. Such actions may include removing, exercising any indemnity and termination rights contained herein, and reporting such Customer Data or Appointment Data to law enforcement authorities.
3. Appointment Data. All Customer Data and Appointment Data, shall be processed in accordance with the Provider's privacy policy, set out at https://tali.ai/privacy-policy. For clarity, all Appointment Data (which includes Patient Data and some of Customer's personal information (such as the sound of the Customer's voice)) shall be used by Provider to improve the Provider Technology and Service, and shall be used for future commercial purposes of Provider.

7. Warranty Disclaimer.

1. Disclaimer. THE SERVICES ARE PROVIDED ON AN “AS –IS” BASIS, AND, PROVIDER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICE (IN EACH CASE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE), INCLUDING ANY WARRANTY (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT (SUBJECT TO THE PROVISIONS OF ARTICLE 9), (B) THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED), TIMELY, OR OPERATE WITHOUT ERROR, (C) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR (D) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE.
2. Additional Disclaimer. CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS HOSTED BY A THIRD PARTY HOSTING PROVIDER (THE “HOSTING CONTRACTOR”) AND USES THIRD PARTY SERVER HARDWARE, DISK STORAGE, FIREWALL PROTECTION, SERVER OPERATING SYSTEMS, MANAGEMENT PROGRAMS, WEB SERVER PROGRAMS FOR DELIVERY OF THE SERVICE (THE “HOSTING CONTRACTOR SERVICES”). ADDITIONALLY, PROVIDER USES THIRD PARTIES TO HELP RECEIVE PAYMENTS (“PAYMENT PROCESSOR”) AND PROVIDE CERTAIN LANGUAGE PROCESSING SERVICE PROVIDER (“AI PROVIDER”). PROVIDER MAY CHANGE ITS HOSTING CONTRACTOR, AI PROVIDER, OR PAYMENT PROCESSOR AT ANY TIME. CUSTOMER'S USE OF THE SERVICE IS SUBJECT TO ANY RESTRICTIONS IMPOSED BY THE HOSTING CONTRACTOR, AI PROVIDER AND THE PAYMENT PROCESSOR, AS APPLICABLE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, PROVIDER SHALL NOT BE LIABLE FOR ANY PROBLEMS, FAILURES, DEFECTS OR ERRORS WITH THE SERVICE TO THE EXTENT CAUSED BY THE HOSTING CONTRACTOR, AI PROVIDER, OR PAYMENT PROCESSOR. CUSTOMER ACKNOWLEDGES THAT THE FEES PAYABLE FOR THE SERVICE REFLECT THE FACT THAT PROVIDER IS NOT RESPONSIBLE FOR THE ACTS AND OMISSIONS OF THE HOSTING CONTRACTOR, AI PROVIDER, OR PAYMENT PROCESSOR, AND THAT PROVIDER COULD NOT AFFORD TO PROVIDE THE SERVICE AT THE PRICES OFFERED IF IT WERE RESPONSIBLE FOR THE ACTS OR OMISSIONS OF THE HOSTING CONTRACTOR, AI PROVIDER, OR PAYMENT PROCESSOR.

8. Limitations of Liability.

1. Disclaimer of Indirect Damages. EXCEPT FOR CUSTOMER'S (A) OBLIGATION TO PAY ALL AMOUNTS DUE HEREUNDER; (B) INDEMNIFICATION OBLIGATIONS; AND (C) BREACH OF ANY INTELLECTUAL PROPERTY OR CONFIDENTIALITY OBLIGATIONS OR RESTRICTIONS HEREIN (INCLUDING ANY LIMITATIONS OR RESTRICTIONS ON USE OF THE SERVICE), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF DATA, PROFITS OR REVENUE) ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
2. Damages Cap. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, PROVIDER'S TOTAL LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO PROVIDER DURING THE THEN-CURRENT SUBSCRIPTION TERM WHATEVER THE MOMENT OF THE THEN-CURRENT PERIOD (EXCLUDING NON-INFRINGEMENT AND CLAIM RELATED TO DATA PROTECTION).
3. Basis of the Bargain. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 ARE A FUNDAMENTAL BASIS OF THE BARGAIN, THAT PROVIDER HAS SET ITS FEES IN RELIANCE ON THE ENFORCEABILITY OF THESE PROVISIONS, AND THAT THEY SHALL APPLY NOTWITHSTANDING THAT ANY REMEDY SHALL FAIL ITS ESSENTIAL PURPOSE.

9. Indemnification.

1. Provider Indemnification. Provider shall defend, indemnify and hold harmless Customer and its directors, officers, and employees (“Customer Indemnified Parties”) from and against any third-party claims, actions, proceedings, demands, lawsuits, damages, liabilities and expenses (including reasonable attorneys' fees and court costs) (collectively, “Claims”) to the extent the Service infringes, misappropriates or otherwise violates (collectively, “Infringes”) any third-party intellectual property or proprietary rights.
2. Customer Indemnification. Customer shall defend, indemnify and hold harmless Provider and its directors, officers, employees, agents and providers (“Provider Indemnified Parties”) from: (i) any Claim based on a breach of the Eligibility Requirements, (ii) any loss incurred by Provider as a result of the use of the Service in a way that violates the restrictions set out in section 1.4 of this Agreement; and (iii) any Claim based on the Customer Data uploaded by the Customer (including for failure to obtain informed consent), excluding any such Claim to the extent resulting from Provider's use of the Customer Data in violation of this Agreement.
3. Indemnification Process. As conditions of the indemnification obligations in Sections 9.1-9.2 above: (a) the applicable Customer Indemnified Party or Provider Indemnified Party (the “Indemnitee”) will provide the indemnifying Party (the “Indemnitor”) with prompt written notice of any Claim for which indemnification is sought (provided that failure to so notify will not remove the Indemnitor's indemnification obligations except to the extent it is prejudiced thereby), (b) the Indemnitee will permit the Indemnitor to control the defense and settlement of such Claim, and (c) the Indemnitee will reasonably cooperate with the Indemnitor in connection with the Indemnitor's evaluation, defense and settlement of such Claim. In defending any Claim, the Indemnitor shall use counsel reasonably satisfactory to the other Party. The Indemnitor shall not settle or compromise any such Claim or consent to the entry of any judgment without the prior written consent of the other Party (not unreasonably withheld).
4. Exclusions. Provider's obligations in Section 9.1 above shall not apply to any Claim to the extent arising from or relating to (a) misuse of the Service not strictly in accordance with the documentation therefor, Provider's instructions, and this Agreement; (b) any modification, alteration or conversion of the Service not created or approved in writing by Provider; (c) any combination of the Service with any computer, hardware, software or service not provided by Provider; (d) Provider's compliance with specifications or other requirements of Customer; or (e) any third party data or Customer Data. If the Service is or may be subject to a Claim of Infringement described in Section 9.1 above, Provider may, at its cost and sole discretion: (i) obtain the right for Customer to continue using the Service as contemplated herein; (ii) replace or modify the Service so that it becomes non-Infringing without substantially compromising its principal functions; or (iii) to the extent the foregoing are not commercially reasonable, terminate this Agreement and return to Customer any pre-paid fees for the Service associated with the then-current Subscription Term. Provider's obligations in this Section 9 shall be Provider's sole obligations, and Customer's sole remedies, in the event of any Infringement of intellectual property or proprietary rights by or related to the Service.

10. Confidentiality.

1. Definitions. “Confidential Information” means information that is disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) hereunder during the Subscription Term that is clearly labeled or identified as confidential or proprietary when disclosed, or that, under the circumstances, should reasonably be treated as confidential, including without limitation information (tangible or intangible) regarding a Party's technology, designs, techniques, research, know-how, specifications, product plans, pricing, customer information, user data, current or future strategic information, current or future business plans, policies or practices, employee information, and other business and technical information. “Confidential Information” shall not include any information that (a) is or becomes generally known to the public through no fault of, or breach of this Agreement by, the Receiving Party; (b) is rightfully in the Receiving Party's possession at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure. In addition, (i) the terms and conditions of this Agreement shall be deemed to be Confidential Information of both Parties; (ii) the Service and Provider Technology shall be deemed Confidential Information of Provider, regardless of whether or not they are labeled or identified, or would reasonably be considered confidential; and (iii) Customer Data shall be deemed Confidential Information of Customer.
2. General Obligations. Each Party agrees that it will during the Subscription Term and thereafter a period of five (5) years (a) not disclose the other Party's Confidential Information to any third party (other than as permitted in the last sentence of this paragraph); (b) use the other Party's Confidential Information only to the extent reasonably necessary to perform its obligations or exercise its rights under this Agreement; (c) disclose the other Party's Confidential Information only to those of its employees and independent contractors who reasonably need to know such information for purposes of this Agreement and who are bound by confidentiality obligations offering substantially similar protection to those in this Section 10; and (d) protect all Confidential Information of the other Party from unauthorized use, access, or disclosure in the same manner as it protects its own confidential information of a similar nature, and in no event with less than reasonable care. Notwithstanding the above, this paragraph shall not prohibit: (i) a Party from disclosing Confidential Information of the other Party to the extent required by applicable law, rule or regulation (including a court order or other government order); provided that such Party provides the other Party prior written notice of such disclosure, to the extent practicable, and reasonably cooperates with efforts of the other Party to seek confidential treatment thereof, to the extent such cooperation is requested by the other Party; or (ii) a Party from disclosing the terms and conditions of this Agreement to its attorneys and financial advisors, or current or potential lenders, other sources of financing, investors or acquirers; provided that such third parties are bound by confidentiality obligations offering substantially similar protection to those in this Section 10 (provided further that such third parties are only permitted to use such information for the purpose of advising, lending or providing financing to, or investing in or acquiring, such Party, as applicable).
3. Return or Destruction. Except as otherwise expressly provided in this Agreement, the Receiving Party will return to the Disclosing Party, or destroy or erase, the Disclosing Party's Confidential Information in tangible form, upon the termination of this Agreement; provided that (a) Receiving Party may retain a copy of Disclosing Party's Confidential Information solely for the purposes of tracking Receiving Party's rights and obligations hereunder with respect thereto, (b) Receiving Party may retain copies of Disclosing Party's Confidential Information solely to the extent required by law or by applicable professional standards which require such Party to retain copies of its working papers, and (c) Receiving Party may retain Disclosing Party's Confidential Information solely to the extent reasonably necessary for Receiving Party to exercise rights or perform obligations under this Agreement that survive such termination. For clarity, Provider shall not be required to delete, destroy, or erase any Appointment Data upon termination of this Agreement.
4. Feedback. Notwithstanding the above or anything to the contrary herein, to the extent that Customer at any time provides Provider with any feedback or suggestions regarding the Service, including potential improvements or changes thereto (collectively, “Feedback”), the Feedback shall not be considered Confidential Information of Customer, and Provider may use, disclose and exploit the Feedback in any manner it chooses without any obligation to Customer. All Feedback provided by Customer is provided “AS IS” and without warranty or representation of any kind.

11. Miscellaneous.

1. Assignment. This Agreement and any rights or obligations hereunder may not be assigned, sublicensed or otherwise transferred by either Party without the prior written consent of the other Party (not to be unreasonably withheld or delayed), except that either Party may assign or transfer this Agreement without the other Party's consent (i) to any of its affiliates, or (b) upon a change of control of a party, a sale of all or substantially all assets of that party, or by operation of law. Customer understands and agrees that, in the event its assignment of the Agreement results in a material change in Service usage, Provider may require a renegotiation of Service pricing.
2. Entire Agreement; Precedence; Amendment. This Agreement, along with the Provider's privacy policy, contains the complete understanding and agreement of the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, oral or written, with respect thereto. Each Party hereby rejects the inclusion of any pre-printed terms and conditions on any purchase orders or other such contract documents. Provider reserves the right to amend this Agreement. In the event of material changes to the Agreement, Provider will notify Customers, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Service by the Customer after reasonable notice by Provider will be considered acceptance of any new terms.
3. Notices. Provider may give any notices issued in connection with this Agreement by email to Customer at the email address given by Customer when creating its account, and such notices shall be effective upon confirmation of transmission to Customer.
4. Force Majeure. Neither Party will be liable to the other Party for any failure or delay in performance by circumstances beyond its control, including, fire, labor difficulties, telecommunication failures, Internet unavailability, governmental actions or terrorism, provided that the Party seeking to rely on such circumstances gives written notice of such circumstances to the other Party and uses reasonable efforts to overcome such circumstances.
5. Choice of Law. Any question, claim or controversy arising out of or related to this Agreement (a “Dispute”) will be governed by and construed in accordance with the laws of the Province of British Columbia, without giving effect to any conflicts of laws provision thereof or of any other jurisdiction that would produce a contrary result.
6. Disputes. In the event of any Dispute, the designated representatives of Customer and Provider shall promptly confer and exert their good faith efforts to reach a reasonable and equitable resolution of such Dispute. If such representatives are unable to resolve such Dispute within five business days, the Dispute shall be referred promptly to the responsible senior management of each Party for resolution. Neither Party shall seek any other means of resolving any Dispute until both Parties' responsible senior management have had at least five business days to resolve the Dispute. If the Parties are unable to resolve the Dispute in accordance with the foregoing procedure, then either Party may, at any time, deliver notice to the other Party of its intent to submit the Dispute to the applicable courts of the Province of British Columbia, Canada, except for provision relating to personal data of the Agreement and the Data Processing Agreement which will be submitted to the jurisdiction prescribed from to time in the Data Processing Agreement.
7. Claims of Infringement. Provider respects Customer's copyrights and other intellectual property rights and those of other third parties. If Customer believes in good faith that Customer's copyrighted work has been reproduced on the Service without Customer's authorization in a way that constitutes copyright infringement, Customer may notify our designated copyright agent by email to: 11855760 Canada Inc. (dba Tali.ai) at support@tali.ai.
8. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise or employment relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
9. Waiver. No waiver by either Party of any of the provision of this Agreement is effective unless explicitly set forth in writing and signed by such Party. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
10. Severability. If any provision of this Agreement is held to be unenforceable or illegal by a court or tribunal of competent jurisdiction, such provision will be modified to the extent necessary to render it enforceable, or will be severed from this Agreement, and all other provisions of this Agreement will remain in full force and effect.
11. Interpretation. Headings are provided for convenience only and will not be used to interpret the substance of this Agreement. Unless the intent is expressly otherwise in specific instances, use of the words “include,” “includes,” or “including” in this Agreement shall not be limiting and “or” shall not be exclusive.