BY CLICKING THE BOX INDICATING YOUR ACCEPTANCE, YOU AGREE TO THE TERMS OF THIS AGREEMENT.

1. Provision of service

   1. Provision Generally. Subject to Your acceptance of this Agreement and Your payment of all Fees due and owing to Tali AI, during the Subscription Term, Tali AI will provide Customer with access and use (and permit End Users to access and use) the Tali AI software platform and related services (collectively, the "Services") in accordance with the terms and conditions of this Agreement. Tali AI hereby grants to Customer a limited, royalty-free, non-exclusive, non-sublicensable, non-transferable right to access and use the Service including any related documentation thereto ("Documentation") in accordance with this Agreement, and solely for Customer’s internal business purposes during the Subscription Term. All rights not expressly granted to Customer are reserved by Tali AI and its licensors.
   2. Named User License. You acknowledge that a license must be purchased for each End User and that each account shall be a Named User License. For the purposes of this Agreement, a "Named User License" means a license for a single named user. Named User Licenses may not be shared or accessed by any other individual. If You are an organization that has subscribed to multiple Named User Licenses ceases to use the Service may be replaced by another individual named user and in such instance you may reassign a Named User License from one named user to a subsequent named user at any time without the purchase of an additional license as long as you have purchased sufficient licenses so that, at all times, there is one Named User License in place for every single named user who has the ability to use the Service.
   3. Restrictions. Customer shall not (and shall not allow any End-User or third party to): (a) access or use the Service for purposes other than as contemplated under this Agreement; (b) alter, modify, 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 (d) access the Service in order to build a competitive product or service, (e) copy any ideas, features, functions or graphics of the Service; (f) resell, distribute, or use the Service on a timeshare, outsourced, or service bureau basis; or (g) provide access to the Service to a third party (other than to and End User of Your legal affiliate or other agents acting on Your behalf). 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 Tali AI 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, Tali AI reserves the right to suspend access to the Service if Tali AI reasonably believes that Customer has materially violated the restrictions and obligations in this Agreement after providing Customer with at least five (5) days written notice.
   4. Export Restrictions. You acknowledge and agree that the Service may be subject to export and import controls under the regulations of Canada, the United States and other countries, and each party shall comply with all export and import control regulations of applicable countries.
   5. End Users. Customer shall be responsible in ensuring that all End Users comply with the requirements, restrictions and obligations of Customer as set out in this Agreement. For clarity, any obligation or responsibility of Customer (such as the requirement for Customer to obtain consent of their patient) shall also apply mutatis mutandis to the End Users. Use of the Service by an End User shall be considered irrevocable proof that Customer has explained the terms set out herein and that End User has consented to such terms.
   6. Any rights not explicitly granted in this Agreement are strictly reserved by Tali AI and You will not use the Services except in the manner as expressly granted herein. From time to time, We reserve the right to review Your usage of the Services to determine Your compliance with the Agreement.
2. Trial License. We may provide You with temporary access to the Services so that You may evaluate the Services (the "Trial Access"). There are no fees for a Trial Access. The Trial Access will be for a period of time as defined by Tali AI, in its sole discretion (the "Evaluation Period"). We may immediately suspend or terminate Your Trial Access and use of the Services at any time, in our sole discretion. Notwithstanding any other provision of this Agreement, for the purposes of any Trial Access by You and during the Evaluation Period, the Services are provided "AS IS" without indemnification, liability, support, service level commitment, or warranty of any kind, express or implied.

3. Suspension, Support & Maintenance.

   1. Suspension. Tali AI may temporarily suspend Your or Your End Users access to any portion of the Services if Tali AI reasonably determines that: (a) there is a threat or attack on the Services or other event that may create a risk to the Services, to You or any other Tali AI customer; (b) Your use of the Services or Customer Data: (i) disrupts or poses a security risk to the Services or to any other Tali AI customer; (ii) there is a harm to the Services or any other Tali AI customer; or (iii) may subject Tali AI or any third party to liability; or (c) You are using the Services for fraudulent or illegal activities or engaging in prohibited activities (collectively, "Service Suspension"). Tali AI will use commercially reasonable efforts to provide written notice to You of any Service Suspension and will provide updates regarding resumption of availability of the Service following any Service Suspension. Tali AI will have no liability for any damage, losses (including any loss of data or profits) or any other consequences that You may incur as a result of any Service Suspension.
   2. Support. During the Subscription Term, Tali AI will use reasonable efforts, either by telephone or electronically, to help You solve technical problems with use of the Service. You acknowledge that it may not be possible for Tali AI to solve all problems or correct all errors in the Service. Tali AI’s technical support obligations are subject to You establishing technical contacts with knowledge about the Service and Your use of the Services who are qualified to provide Tali AI with information necessary for Tali AI to diagnose and remedy any problems. Failure to comply with this provision may result in longer response times.
   3. Maintenance. Tali AI will conduct regular maintenance that may result in a temporary outage of the Services ("Outage"). Tali AI will use reasonable efforts to notify You of any Outage at least forty-eight (48) hours prior to any planned maintenance that may result in an Outage, except in cases of emergency maintenance required to address immediate security or operational issues.

4. Ownership, Feedback & Models.

   1. Ownership. We and Our licensors own all intellectual property rights to the Services and associated Documentation. This ownership extends to all copies and portions of these items, and all improvements, enhancements, modifications and derivative works to these items and any work product arising out of the Services. Our ownership does not extend to Your Customer Data or Your Confidential Information. Your rights to use the Services are limited to those rights expressly granted by this Agreement. No right or license is granted hereunder to You under any trademarks, service marks, trade names or logos. Customer shall not remove any Tali AI trademark, service mark or logo, or any proprietary notices or labels (including any copyright or trademark notices) from the Service.
   2. Feedback. Notwithstanding anything to the contrary, to the extent that Customer at any time provides Tali AI with any feedback or suggestions regarding the Service, including potential improvements or changes thereto (collectively, "Feedback"), You grant to Us a worldwide, royalty-free, non-exclusive, perpetual, irrevocable, transferable, sublicensable license to use, modify, create derivative works from, or transfer any Feedback You give Us in relation to the Services for any purpose. Feedback shall not be considered Confidential Information of Customer, and Tali AI 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.
   3. Models. You hereby grant to Tali AI a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to use, process and transmit Your Customer Data (defined below) for the purposes of Tali AI providing the Services. You hereby acknowledge that a fundamental component of the Service is the use of artificial intelligence ("AI") and machine learning for the purpose of improving and providing the Service. Notwithstanding anything to the contrary, You hereby grant to Tali AI a nonexclusive, worldwide, royalty-free, irrevocable, perpetual license to Your Customer Data (defined below) on a de-identified basis ("Training Data") for the purpose of Tali AI to train its algorithms and to develop data insight features, that in combination with different techniques, are used to obtain certain models (each, a "Model" and collectively, "Models") for Our Services. You acknowledge and agree that Models require Your Training Data to train algorithms and that such Models may be modified and improved with the use of the Training Data. We retain all ownership in and to all system performance data, Models, and aggregated results of such Models. For greater certainty, all Training Data shall not include Confidential Information of Client (including any personal information or personal health information as defined under applicable privacy laws, and collectively referred to as "Personal Information") and shall be used in accordance with Tali AI’s Privacy Policy ("Privacy Policy") which is hereby incorporated into this Agreement.

5. Fees; Payments; Taxes.

   1. Fees and Invoice. Fees ("Fees") for the Service will be invoiced depending on the Subscription Term. Monthly subscriptions will be invoiced on a monthly basis, and annual subscriptions will be invoiced on an annual basis. All Fees are due immediately from Customer’s receipt of invoice. You are responsible for maintaining complete and accurate billing and contact information with Tali AI.
   2. Payment. Customers may make payment through a valid credit card or as otherwise indicated on the invoice. You hereby acknowledge that credit card payments are processed by Our third party payment provider and Tali AI disclaims all liability as it relates to the processing of such payment. No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for unused periods with an active subscription, including, but not limited to, instances involving the removal of a Customer or End User.
   3. Increases. Tali AI reserves the right to increase its fees upon at least 30 days’ advance notice (e-mail or otherwise) to Customer; provided, however, that any fee increases will not take effect until the start of the next Subscription Term.
   4. Taxes. Fees do not include applicable sales and use taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than taxes based on the net income of Tali AI.
   5. 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, Tali AI receives an amount equal to the sum it would have received had no such deduction or withholding been made.

6. Term & Termination.

   1. Term and Automatic Renewal. This Agreement begins to apply upon the Order Effective Date, and will cease upon your termination of the Agreement as further described below. At the end of the initial subscription term (the "Initial Subscription Term") Your subscription will automatically renew for successive periods equal to the Initial Subscription Term (each, a "Renewal Term", and together with the Initial Subscription Term, the "Subscription Term"), on the Tali AI terms of service in force on the renewal date and at the Fees set out in an invoice or other written notice from Us to You. If You have subscribed to multiple Named User Licenses, You may terminate Your subscription by notifying Us in writing at least fifteen (15) days before the end of the then-current Subscription Term of Your intention to terminate the subscription to the Services. If You are an individual with a single subscription license, You may terminate Your subscription by notifying Us in writing before the end of the then-current Subscription Term of Your intention to terminate the subscription to the Services. Any such termination will be effective on the last day of the then-current Subscription Term and You will pay for the Services until the end of the then-current Subscription Term, regardless of when You provided notice. Subject to Section 6.2 no refunds will be provided.
   2. Termination for Breach. A party may terminate this Agreement (a) with cause upon thirty (30) days’ prior written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (b) 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. Upon any termination for cause by Customer, Tali AI shall provide a pro-rata refund to Customer of any prepaid fees in respect of the unused periods after the termination of the subscription.
   3. Effects of Subscription Termination; Survival. Upon termination of the Subscription Term, You will have limited access to the Services. For clarity, any continued access by You or Your End User shall continue to be subject to the terms of this Agreement.
   4. Closure of Account. Where Customer wishes to close its Tali AI account, Customer shall contact Tali AI in writing notifying Tali AI of its intention to close the Tali AI account. Upon written request, Tali AI shall delete Your account information in accordance with its Privacy Policy. Upon closure of the account: (a) all rights granted to Customer hereunder shall terminate and Tali AI shall no longer provide access to the Service to Customer, and (b) Customer shall cease using the Service.
   5. Survival. Any obligations that have accrued prior to termination shall survive termination of this Agreement. Any provisions herein which by their nature should survive, shall survive termination of this Agreement and specifically the following Sections shall survive: Sections 4,5, 6, 7, 8, 9, 10, 11, 12, 13, and Section 14.

7. Customer Data, Data Portability and Customer Responsibilities.

   1. Customer Data. All data and information provided by Customer or its End Users, including but not limited to data provided by a patient to Customer as part of Customer’s use of the Service (collectively, “Customer Data”), will be used by Tali AI in accordance with the terms of this Agreement and in accordance with its Privacy Policy. Tali AI may analyze, use, copy, store and display de-identified Customer Data on an aggregated basis for the purposes of improving or developing enhancements to the Services, to offer new products and services, or to create statistics or data which may be disclosed by Tali AI at its discretion. Except as otherwise specified in this Agreement, Customer shall be solely responsible for providing, updating, uploading and maintaining all Customer Data.
   2. Data Portability. You hereby acknowledge, authorize and agree that the Customer Data may be stored in Canada or the United States (as applicable). You further acknowledge and agree that We may provide Tali AI personnel access and support from locations around the world, and You agree that any reasonable actions in the course of providing such support shall not be considered processing or a transfer of Customer Data outside of Canada or the United States. You will ensure that You have a lawful basis for and all necessary appropriate consents and notices in place to enable the lawful transfer of the Customer Data to Tali AI in Canada and or the United States as applicable, for the duration and purpose of this Agreement.
   3. Additional Customer Responsibilities. Customer represents and warrants that it shall not upload or otherwise make available to Tali AI any Customer Data that: (a) is infringing, obscene, threatening, libelous, or otherwise unlawful or tortious materials; (b) violates this Agreement, including, without limitation, the Privacy Policy or any applicable laws, rules, or regulations; (c) contains software viruses or any other malicious computer code; (d) interferes with or disrupts the Service or servers or networks connected to the Service; (e) causes Tali AI to violate any applicable law, rule or regulation, or (f) Customer has not obtained consent for as required by privacy law from the patient to have their Personal Information transferred to Tali AI and used by Tali AI to provide and improve the Services. Customer’s failure to comply with this Section shall be a material breach of the Agreement.

8. Personal Information. The parties agree and acknowledge that AI may have access to Personal Information in the course of fulfilling its obligations under this Agreement. You hereby acknowledge and agree that AI may collect, disclose, transmit, use, or access the PI in accordance with: (i) applicable privacy laws, (ii) the terms of this Agreement, and (iii) Our Privacy Policy. AI, as a service provider, shall use the PI provided by You and where applicable Your patients, solely for the purposes of providing the Services under this Agreement. You hereby represent and warrant that you will not transmit, transfer or disclose any PI to Tali unless it is required for Tali to perform the Services under this Agreement. For greater certainty, PI shall be included to be part of Customer Data as defined in this Agreement.

9. Security. Tali AI maintains a comprehensive information security program to ensure the confidentiality, integrity, and availability of Your Customer Data and to protect the Customer Data from unauthorized use, access, modification, disclosure or destruction, in accordance with industry best practices and Our security policies. Tali AI provides its Services on a SOC 2 Type II certified platform. Upon written request and subject to the confidentiality provisions, Tali AI will provide copies of such security reports.

10. Warranty Disclaimer.

    1. General Disclaimer. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND, TALI AI 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, (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 USES THIRD PARTY PROVIDERS (THE “THIRD PARTY PROVIDERS”). WE RESERVE THE RIGHT TO CHANGE OUR THIRD PARTY PROVIDERS AT ANY TIME. CUSTOMER’S USE OF THE SERVICE IS SUBJECT TO ANY RESTRICTIONS IMPOSED BY THE THIRD PARTY PROVIDERS, AS APPLICABLE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TALI AI SHALL NOT BE LIABLE FOR ANY PROBLEMS, FAILURES, DEFECTS OR ERRORS WITH THE SERVICE TO THE EXTENT CAUSED BY THE THIRD PARTY PROVIDERS. CUSTOMER ACKNOWLEDGES THAT THE FEES PAYABLE FOR THE SERVICE REFLECT THE FACT THAT TALI AI IS NOT RESPONSIBLE FOR THE ACTS AND OMISSIONS OF SUCH THIRD PARTY PROVIDERS, AND THAT TALI AI COULD NOT AFFORD TO PROVIDE THE SERVICE AT THE PRICES OFFERED IF IT WERE RESPONSIBLE FOR THE ACTS OR OMISSIONS OF SUCH THIRD PARTY PROVIDERS.
       
       CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE NOT INTENDED TO PROVIDE, OR BE THE BASIS FOR, OR OTHERWISE CONTRIBUTE IN ANY MANNER TO THE DEVELOPMENT OF, ANY TREATMENT DECISIONS FOR INDIVIDUAL PATIENTS OR GROUPS OF PATIENTS. IN ACKNOWLEDGEMENT OF THE FOREGOING, THE CUSTOMER AGREES THAT IT (AND ITS END USERS) MUST REVIEW, CONTEXTUALIZE, AUTHORIZE AND APPROVE FOR ITS OWN CLINICAL USE, ANY SUCH SERVICES, CONTENT OR OUTPUTS PROVIDED BY THE SERVICE, AND HEREBY INDEMNIFIES, RELEASES AND FOREVER DISCHARGES TALI AI FROM ALL MANNER OF CLAIMS WHATSOEVER BOTH IN LAW AND IN EQUITY AGAINST TALI AI WHICH THE CUSTOMER EVER HAD, NOW HAS OR HEREAFTER CAN, SHALL OR MAY HAVE FOR OR BY REASON OF THE USE OF OR OMISSION TO USE THE SERVICES, SUPPORT TOOLS OR ANY OTHER PRODUCT OR SERVICE PROVIDED BY TALI AI. THE CUSTOMER SHALL ENSURE THAT IT AND ITS END USERS USING THE SERVICES UNDER THIS AGREEMENT: (1) APPLY REASONABLE CLINICAL JUDGEMENT WHEN USING THE SERVICES AND/OR ANY RESULTS OR OUTPUTS FROM SUCH SERVICES; AND (2) DO NOT RELY EXCLUSIVELY ON THE SERVICES AND/OR ANY RESULTS OR OUTPUTS FROM SUCH SERVICES WHEN APPLYING SUCH REASONABLE CLINICAL JUDGEMENT.
       
       TALI AI IS NOT RESPONSIBLE FOR AND UNDER NO CIRCUMSTANCES SHALL TALI AI BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER THAT RESULT FROM YOUR NON-COMPLIANCE WITH ANY LAW, INCLUDING, WITHOUT LIMITATION, ALL PRIVACY AND DATA PROTECTION-RELATED LAWS. THESE LIMITATIONS SHALL APPLY EVEN IF TALI AI HAS BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY OR WILL BE SUFFERED BY ANY PERSON OR ENTITY WHATSOEVER. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

11. Limitations of Liability.

    1. Disclaimer of Indirect Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES; DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. Limitation. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL EITHER PARTY'S TOTAL MAXIMUM CUMULATIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID FROM CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY. NOTWITHSTANDING ANYTHING IN THE FOREGOING, THE LIMITATIONS INCLUDED IN THIS SECTION SHALL NOT APPLY TO A PARTY’S INDEMNITY OBLIGATIONS AS FURTHER DESCRIBED IN THE AGREEMENT.
    3. Basis of the Bargain. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE A FUNDAMENTAL BASIS OF THE BARGAIN, THAT TALI AI 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.

12. Indemnification.

    1. Tali AI Indemnification. Tali AI 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, when used in accordance with this Agreement and Tali AI's written instructions, 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 Tali AI and its directors, officers, employees, agents and provider (“Tali AI Indemnified Parties”) from: (i) any loss incurred by Tali AI as a result of the use of the Service in a way that violates the restrictions set out in Section 1 of this Agreement; (ii) any Claim based on the use or disclosure of Customer Data by Tali AI that is not due to the acts or omissions of the Tali AI Indemnified Parties; (iii) any Claim that the Customer Data Infringes, any third-party intellectual property or proprietary rights; and (iv) any Claim that the Customer Data violates applicable law.
    3. Indemnification Process. As conditions of the indemnification obligations in Sections 12.1 and 12.2 above: (a) the applicable Customer Indemnified Party or Tali AI 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 (at Indemnitor’s expense) in connection with the Indemnitor’s evaluation, defense and settlement of such Claim. 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 to be unreasonably withheld) unless such Claim releases the Indemnitee of all liability.
    4. Exclusions. Tali AI’s obligations in Section 12.1 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, Tali AI’s written instructions, or this Agreement; (b) any modification, alteration or conversion of the Service not created or approved in writing by Tali AI; (c) any combination of the Service with any computer, hardware, software or service not provided by Tali AI; (d) specifications, information, directions or other requirements provided by Customer; or (e) Your Customer Data. If the Service is or may be subject to a Claim of Infringement described in Section 12.1 above, Tali AI 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; 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. Tali AI’s obligations in this Section 12 shall be Tali AI’s sole obligations, and Customer’s sole and exclusive remedies, in the event of any infringement of intellectual property or proprietary rights by or related to the Service.

13. 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 and any discussions or negotiations prior thereto 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 shall be deemed Confidential Information of Tali AI, 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 (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; 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 (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. Injunction. Each of the parties acknowledges that its failure to comply with the provisions of this Section 13 will cause irreparable harm to the other party which cannot be adequately compensated for in damages, and accordingly acknowledges that the other party will be entitled, in addition to any other remedies available to it, to interlocutory and permanent injunctive relief to restrain any anticipated, present or continuing breach of this Section 13.

14. 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 (ii) upon a change of control of a party, a sale of all or substantially all assets of that party, or by operation of law. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
    2. Publicity. Neither party will, without the other party's prior written consent, use or permit the use of the names, service marks and/or trademarks of the other party or any affiliate of the other party, or reveal the existence of this Agreement, or the terms thereof in any manner, including in any advertising, publicity release, customer list or sales presentation.
    3. Notices. Tali AI 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 deemed to have been given upon the second business day after sending by email.
    4. Force Majeure. Except for Customer’s obligations to pay the Fees, neither party will be liable to the other party for any failure or delay in performance caused by factors beyond its reasonable control including, but not limited to, restrictions of applicable law, epidemics or pandemics, labor disputes, acts of God, third-party mechanical or other equipment breakdowns, fire, explosions, fiber optic cable cuts, interruption or failure of telecommunication or digital transmission links, Internet failures or delays, cyber-attacks, storms or any other event that prevents performance and is not within the control of a party.
    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 Ontario, without giving effect to any conflicts of laws provision thereof or of any other jurisdiction that would produce a contrary result. The courts located in the Province of Ontario shall have exclusive jurisdiction to adjudicate any Dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts.
    6. Disputes. In the event of any Dispute, the designated representatives of Customer and Tali AI 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.
    7. 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.
    8. Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right or any other right. Nothing in the Agreement waives any remedy a party may have under the Agreement at law, in equity, or otherwise.
    9. 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.
    10. 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.
    11. Language. The Parties have requested that this Agreement and all documents contemplated by this Agreement be drawn up in English. Les parties aux présentes ont exigé que cette entente et tous autres documents envisagés par les présentes soient rédigés en anglais.
    12. Legal Counsel. Each Party has had the opportunity to have its legal counsel review and participate in settling the terms of this Agreement and that any rule of construction to the effect that any ambiguity is to be resolved against the drafting party shall not be applicable in the interpretation of this Agreement.
    13. Entire Agreement; Precedence; Amendment. This Agreement, the Privacy Policy, and any other attachments included herein contain 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.