STANDARD TERMS AND CONDITIONS

SUBSCRIBERS

OZNOZ EDUCATION PLATFORM

The Agreement

Components.

This Agreement, which is comprised of these Standard Terms and Conditions, all Order Forms (whether executed digitally or in writing), and any policies, exhibits, schedules, or addenda referenced herein or appended hereto (collectively, the “Agreement”), shall govern the relationship between Oznoz and the Subscriber and/or Authorized Users concerning their use of the Oznoz Platform. Capitalized terms used but not defined in these Standard Terms and Conditions have the meanings assigned to them elsewhere in this Agreement. If Subscriber and Oznoz have entered into a separately executed master services agreement (“MSA”) governing the Services, the MSA will govern in the event of a conflict with these Standard Terms and Conditions, but only to the extent of such conflict.

This Agreement includes and incorporates by reference Oznoz’s Privacy Policy and the Data Processing Addendum (“DPA”), each as may be updated in accordance with their terms. The Privacy Policy describes Oznoz’s general privacy practices and applies to all users of the Oznoz Platform. The DPA governs the processing of Personal Data (as defined therein) on behalf of Subscriber. In the event of a conflict between this Agreement and the DPA with respect to the processing of Personal Data, the DPA shall control.

Additional Order Forms.

From time to time during the Term, the Subscriber may issue an additional Order Form, or a “Revision” to an existing Order Form, in connection with the addition of additional Services or other changes to the nature or scope of the Subscription or the provision of additional Professional Services. Upon acceptance by Oznoz, such additional Order Forms (including any Revisions to existing Order Forms) will be incorporated into and form part of this Agreement.

Definitions

In addition to terms defined elsewhere in this Agreement, the following terms have the following meanings:

“Annual Subscription Fee” means the annual subscription fee for the use of the Oznoz Platform and/or the Assessments, as set out in an Order Form;

“Anonymized Data” means anonymous, de-personalized, user, student, and institutional data, survey submissions, and other metadata and metrics regarding the use and efficacy of the Oznoz Platform that does not reference or identify, and cannot be used to identify, Subscriber, any Subscriber personnel or any student or Teacher or School for the purpose of the Assessments;

“Assessments” means the surveys and assessments designed and provided by Oznoz to assess skills, dispositions and behaviour metrics of students and the efficacy of the Oznoz Platform with students;

“Authorized Users” means those individuals authorized by the Subscriber to access and use the Oznoz Platform and/or the Assessments pursuant to the terms and conditions of this Agreement, including the Schools and Teachers, as set out in an Order Form;

“Documentation” means any materials provided to Subscriber for the Oznoz Platform and/or the Assessments that describes the Oznoz Platform, the process for collecting the Anonymized Data and provides information specific related to the Oznoz Platform and the administration of the Assessments, as well as all operating, service and training manuals and log-in information, with such updates or modifications as may be provided or made available to the Subscriber under this Agreement;

“Interfaces” means the Third-Party Interfaces;

“Modules” means the various educational programs on the Oznoz Platform from time to time, that may be made available to the Subscriber as provided in an Order Form;

“Order Form” means a purchase commitment, subscription selection, checkout confirmation, or other ordering document (whether digital or written) that specifies the Subscription, Services, Authorized Users, Fees, and applicable Term, and that references or is governed by these Standard Terms and Conditions;

“Oznoz Platform” means the online cloud-based education software platform known as the ‘Oznoz Education Platform’ accessible at www.oznoz.com/edu (or any successor URL), owned, licensed or sublicensed by Oznoz, through which teachers, schools, networks of schools, districts, and ministries of education may access curriculum content, educational modules, student and teacher assessments, automated reporting tools, analytics, benchmarking tools, and related educational services, including all materials and Modules therein and auxiliary services related thereto provided by Oznoz and standard upgrades and updates that Oznoz generally implements for subscribers, but excluding all Third-Party Interfaces and any custom product enhancements not part of a standard Subscription;

“Professional Services” means any professional services ordered by the Subscriber from Oznoz and described in an Order Form;

“Professional Services Fees” means the fees for all Professional Services set out in an Order Form;

“School” means a school or related educational organization under the control or management of the Subscriber that offers teaching materials, platforms, and support for Teachers;

“Services” means the Professional Services, Support Services, and any curriculum content, Modules, Assessments, reporting tools, analytics, benchmarking tools, and other content or services licensed or provided to Subscriber pursuant to an applicable Order Form under this Agreement;

“Subscriber” means the school, district, educational institution, network of schools, ministry of education, organization, or individual Teacher that purchases, subscribes to, or otherwise accepts a Subscription or access to the Oznoz Platform pursuant to an Order Form, digital checkout process, or written agreement;

“Subscriber Data” means all data and information created by the Subscriber or received by the Subscriber from Schools and Teachers, as applicable, and other third parties, including all personal information, but excluding all Anonymized Data used for the Assessments;

“Subscription” means a time-based, non-exclusive, non-transferable, non-sublicensable right to access and use the Oznoz Platform and the Assessments, on and subject to the terms and conditions of this Agreement;

“Support Services” means the support services provided in connection with the Oznoz Platform;

“Teacher” means an individual who provides teaching services to students for the Subscriber or for one or more School; and

“Third-Party Interfaces” means those software interfaces utilized for use of certain aspects of the Oznoz Platform, including the application of surveys and assessment tools and analysis.

Purchase Of Subscription, Restrictions and Responsibilities

Order Forms.

Unless otherwise stated in a particular Order Form, each Order Form will constitute a separate agreement with respect to the subject-matter thereof that incorporates the most recent and then in effect Standard Terms and Conditions.

Purchase of Subscription.

Subject to the terms and conditions of this Agreement, the Subscriber hereby purchases the Subscription from Oznoz, and Oznoz hereby grants the Subscription to Subscriber. The Subscriber acknowledges and agrees that it is acquiring a subscription to access and use the Oznoz Platform, and participate in and receive the Assessments, specified in an Order Form, not ownership thereof. Title to and copyright in the Oznoz Platform and each Module, including all derivatives, modifications, corrections and customizations thereto, will remain with Oznoz or its licensors, as applicable. No license, right, title, or interest in the Oznoz Platform or any Module or the Assessments or the Interfaces, or any other intellectual property of Oznoz or its licensors, is granted to the Subscriber except as expressly granted in this Agreement.

Expansion of Subscription.

If a maximum number of Schools or Teachers under management of Subscriber is specified in an Order Form, then the Subscriber’s use of the Oznoz Platform is limited to that maximum number. If the Subscriber wishes to extend the scope of the Subscription to include additional Schools under management or additional Teachers, then additional Annual Subscription Fees will apply and will be as specified in a separate Order Form or in a Revision to an existing Order Form.

Oznoz Responsibilities.

During the Term, Oznoz will (a) make the Oznoz Platform, the Modules and the Assessments specified in an Order Form available to the Subscriber in accordance with the terms of this Agreement, (b) not use Subscriber Data, except (i) in connection with the general operation of the Oznoz Platform for the Subscriber in accordance with the terms of this Agreement or to prevent or address service or technical problems or to verify service improvements, or (ii) in accordance with the Subscriber’s instructions, (c) not disclose Subscriber Data to anyone other than Authorized Users in accordance with this Agreement unless otherwise required by law, and (d) use Anonymized Data in accordance with Section 3.10.

Subscriber Responsibilities.

The Subscriber will: (a) have sole responsibility for the accuracy, quality, and legality of all Subscriber Data, (b) use reasonable efforts to prevent unauthorized access to, or use of, the Oznoz Platform and the Assessments, and notify Oznoz promptly upon becoming aware of any such unauthorized access or use, (c) purchase and provide any hardware, software, network capacity or other system components commonly utilized to operate or access or use platforms like the Oznoz Platform and participate in the Assessments, and (d) organize and administer the participation of the students in the collection of the Anonymized Data for the Assessments.

Interfaces

The Subscriber acknowledges that the import of data into and the export of data related to the Assessments requires an interface between the Oznoz Platform and external programs or information systems, whether those programs or information systems are supplied by Oznoz or a third party. The Subscription and the Assessments may include use of Third-Party Interfaces.

Oznoz warrants that it has obtained all rights necessary from licensors of the Third-Party Interfaces to grant the Subscription and provide the Assessments. Except for the foregoing sentence, Oznoz makes no representations or warranties, and expressly disclaims all implied warranties and conditions with respect to the Third-Party Interfaces. Oznoz will not be liable to the Subscriber for any damage, cost, loss, expense or liability suffered or incurred by the Subscriber as a result of its use or inability to use (i) any Third-Party Interface, or (ii) the Oznoz Platform, to the extent that damage, cost, loss, expense or liability relates to or results from the Subscriber’s use or inability to use any Third-Party Interface. To the greatest extent possible, Oznoz will pass along to the Subscriber the benefit of any warranty provided to Oznoz by the licensor of any Third-Party Interface.

Restrictions.

The Subscriber will not: (a) use the Oznoz Platform or the Assessments in violation of applicable laws, (b) use the Oznoz Platform to send or store infringing, obscene, threatening or otherwise unlawful or tortious material, including material that violates privacy rights, (c) use the Oznoz Platform to send or store viruses or malicious code, (d) interfere with or disrupt performance of the Oznoz Platform or the Assessments or the data contained therein, or (e) attempt to gain access to the Oznoz Platform or the Assessments or its related systems or networks in a manner not set out in the Documentation.

Authorized Users.

The Subscriber will enable access to the Oznoz Platform and the Assessments as covered by the Subscription for use only by Authorized Users solely for the educational purposes of the Subscriber and any Schools named in an active Order Form, in accordance with the Documentation and not for the benefit of any third party. The Subscriber will be liable for the acts and omissions of all Authorized Users relating to this Agreement.

Each Authorized User must use unique login credentials. Subscriber and Authorized Users must not share usernames, passwords, or access privileges. Oznoz may suspend accounts reasonably suspected of unauthorized access.

Where an individual Teacher purchases a Subscription directly, such Teacher is deemed a Subscriber and is bound individually.

No Extension to Affiliates or Subsidiaries.

Except as otherwise set out in an Order Form, none of the rights granted to the Subscriber under this Agreement extend to or grant the Subscriber the right to sublicense or otherwise grant any rights to, any affiliate or subsidiary of the Subscriber.

Anonymized Data.

Oznoz owns all right, title and interest in and to all Anonymized Data and Oznoz may use any Anonymized Data (a) for its own internal analysis, (b) statistical analysis and benchmarking, (c) product development and improvement, (d) to develop and improve the Assessments and related tools and/or any other product of Oznoz existing or in development, (e) research, including longitudinal and cross-cohort research; (f) publication of aggregated or benchmark reports; (g) academic, policy, or educational research and related presentations, and (h) to create and distribute reports and other materials related to the Assessments and the use and efficacy of the Oznoz Platform based in whole or in part on the Anonymized Data, provided that nothing in this Agreement gives Oznoz the right to publicly identify the Subscriber or any Authorized User or any individual who provided Anonymized Data as the source of any Anonymized Data.

Oznoz may generate and publish aggregated benchmarking or sector-based reports, including reports based on categories of institutions (such as school networks, accreditation bodies, geographic regions, or school types), provided that no individual institution or Authorized User is identifiable. Notwithstanding the foregoing, where the Subscriber is a district, network of schools, ministry of education, or similar entity exercising administrative authority over multiple Schools, the Subscriber and its Authorized Users may access and view data and reports relating to Schools under its control or management, in accordance with the applicable Order Form and subject to applicable law. Nothing in this Agreement restricts such internal access by the Subscriber to its own institutional data.

Fees and Payment Terms

Annual Subscription Fees and Professional Services Fees.

Subscriber will pay all Annual Subscription Fees and Professional Services Fees, and any other costs and fees, (collectively, “Fees”) in the manner and at the times specified in an Order Form.

Increases.

To the extent there is an increase in the Fees pursuant to Subsection 4(g)(ii) of these Standard Terms and Conditions, then the Subscriber will pay the balance owing for the remainder for the then current payment year.

Manner of Payment.

The Subscriber will make all payments by credit card or by wire transfer or direct bank deposit to a bank account specified by Oznoz.

Billing Information.

The Subscriber is responsible for providing complete and accurate billing and contact information to Oznoz and notifying Oznoz of any changes to that information.

Interest on Late Payments.

If the Subscriber fails to pay any amount by the due date therefor, then without limiting Oznoz’s rights or remedies, the unpaid amount will bear interest at 1.5% per month (18% per annum) until paid in full.

Taxes.

All Fees are exclusive of, and the Subscriber will pay, all taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes, assessable by any jurisdiction, excluding only taxes based on Oznoz’s net income (collectively, “Taxes”). If Oznoz has the legal obligation to pay or collect Taxes for which the Subscriber is responsible, then Oznoz will include those Taxes as a separate line item on the applicable Order Form, provided that the failure to include any Tax on an Order Form will not excuse the Subscriber’s obligation to pay that Tax. The Subscriber will pay all applicable Taxes unless the Subscriber provides Oznoz with a valid tax exemption certificate authorized by the appropriate taxing authority. If the Subscriber believes it is obligated to withhold for Taxes in its jurisdiction, then the Subscriber will comply and remit those Taxes with the prescribed time limit, will provide Oznoz with evidence of withholding and will gross up payment(s) so that Oznoz receives the full amount invoiced to the Subscriber.

Price Adjustment.

Subject to Subsection 4(g)(ii) of these Standard Terms and Conditions, the Annual Subscription Fees are fixed for the Initial Term of the applicable Order Form. Following the end of the Initial Term, the Annual Subscription Fees is subject to periodic price adjustments. Such price adjustments will not occur more frequently than once every calendar year and will take immediate effect following delivery of notice to the Subscriber not less than 60 days before the effective date of the adjustment.

If the Annual Subscription Fee specified in an Order Form is based on a maximum number of Schools or Teachers under management and the number of Schools or the number of Teachers under management exceeds that maximum, then additional costs may apply. Any such costs will be set out in a separate Order Form that will become effective upon approval by both parties, with effect back to the date of such expanded use.

If Oznoz provides Professional Services, then Oznoz will provide those services at the rates specified in the applicable Order Form for the duration of those services, even if the duration of those services extends past the Initial Term.

If the Subscriber requests access for additional Schools or Teachers, then additional costs will apply. All such costs will be set out in a separate Order Form that will become effective upon approval by both parties.

Term and Termination

Term.

The initial term of this Agreement (“Initial Term”) will commence on the Effective Date and, subject to earlier termination as provided in this Agreement, will continue through the End Date as specified in the Order Form.

No Termination Without Cause.

This Agreement may not be terminated without Cause.

Termination for Cause – Oznoz.

Oznoz may, in its sole discretion, immediately terminate this Agreement, suspend the Subscriber’s ability to access the Oznoz Platform and the Assessments (in whole or in part) or suspend performance of any Services, if: (a) the Subscriber breaches its conditions of confidentiality or protection of Confidential Information set out in Article 6, (b) the Subscriber breaches its obligations under Sections 3.7, or 3.8, (c) the Subscriber commits a material breach of any other terms of this Agreement, including the failure to pay any amount under this Agreement when due for reasons other than relating to a reasonable and good faith dispute, and that breach has not been remedied to the satisfaction of Oznoz, acting reasonably, within 30 days after notice to the Subscriber requiring that the Subscriber remedy that breach, or (d) the Subscriber is insolvent, becomes subject to proceedings concerning its bankruptcy, receivership, insolvency or the like, or if a receiver is appointed for all or substantially all of the Subscriber’s assets.

Termination for Cause – Subscriber.

In addition to specific termination rights of the Subscriber elsewhere in this Agreement, the Subscriber may, in its sole discretion, immediately terminate this Agreement, if: (a) Oznoz breaches its conditions of confidentiality or protection of Confidential Information set out in Article 6, (b) Oznoz commits a material breach of any other terms of this Agreement and that breach has not been remedied to the satisfaction of the Subscriber, acting reasonably, within 30 days after notice to Oznoz requiring that Oznoz remedy that breach, or (c) Oznoz is insolvent, becomes subject to proceedings concerning its bankruptcy, receivership, insolvency or the like, or if a receiver is appointed for all or substantially all of Oznoz’s assets (each, an “Insolvency Event”) and that Insolvency Event prevents Oznoz from performing its material obligations under this Agreement.

Obligations on Termination.

Within 30 days of the termination of the Agreement for any reason: (a) the Subscriber must pay to Oznoz any unpaid amounts owing for the period up to the effective date of termination; (b) the Subscriber must cause the return of all Oznoz Confidential Information to Oznoz, or, at the option of Oznoz, destroy that information and have an officer or director of the Subscriber certify to Oznoz that such Confidential Information has been destroyed; and (c) subject to Oznoz’s obligations under the Data Processing Addendum, Oznoz must cause the return of all Subscriber Confidential Information to the Subscriber, or, at the option of the Subscriber, destroy that information and have an officer or director of Oznoz certify to the Subscriber that such Confidential Information has been destroyed.

Upon termination or expiration of this Agreement, Oznoz shall handle Personal Data in accordance with the DPA, including return or deletion obligations.

Retrieval of Subscriber Data.

Upon written request by the Subscriber made prior to any expiration or termination of this Agreement, Oznoz will make Subscriber Data available to the Subscriber through the Oznoz Platform on a limited basis, solely for purposes of the Subscriber retrieving Subscriber Data for a period of up to 60 days after such expiry or termination. Subject to Oznoz’s obligations under applicable law, after that 60 day period, Oznoz will have no obligation to maintain or provide any Subscriber Data and will thereafter delete all Subscriber Data, except that Oznoz will not be required to remove copies of Subscriber Data from its backup media and servers until such time as the next backup copy is scheduled.

Certain Obligations Survive.

No termination of this Agreement will relieve either party from any obligation or liability that has accrued under this Agreement prior to the date of such termination, or from the performance of its obligations under the Agreement to the date of such termination.

Certain Provisions Survive.

In addition to those provisions of this Agreement that are expressly stated to survive termination, the following provisions of these Standard Terms and Conditions will survive any termination of this Agreement: Articles 1, 8 and 17 and Sections 5.5, 5.6, 5.7 and 5.8. In addition, the provisions of Articles 2 and 18 will survive as necessary to interpret the other surviving Sections and Subsections.

Confidential Information

In the Agreement, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) 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. Oznoz’s Confidential Information includes the Oznoz Platform, the Assessments, the Documentation and the terms of this Agreement, and Confidential Information of each party includes its business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

Except as otherwise permitted in writing by the Disclosing Party: (a) the Receiving Party must use the same degree of care (but in no event less than reasonable care) that it uses to protect the confidentiality of its own confidential information of like kind not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement; and (b) the Receiving Party must limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with the Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those in this Article.

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

The parties obligations with respect to Confidential Information that contains personal information are subject to compliance with their respective rights and obligations under applicable laws.

With respect to Confidential Information of the Disclosing Party disclosed to the Receiving Party prior to termination of the Agreement, the provisions of this Article will survive any termination of this Agreement (a) indefinitely with respect to Confidential Information that is a trade secret or Subscriber Data, and (b) for a period of 3 years with respect to all other Confidential Information.

Subscriber Data

Use by Oznoz.

The Subscriber acknowledges and agrees that the provision of the Subscription and Services to the Subscriber may require the use of Subscriber Data and that Oznoz is permitted to use Subscriber Data in connection with the Subscription and the provision of Services to the Subscriber. Oznoz agrees that its right to use Subscriber Data will terminate concurrently with the termination or expiration of this Agreement.

Protection and Security.

During the Term, Oznoz will maintain a formal security program that is designed to: (a) ensure the security and integrity of Subscriber Data and the Anonymized Data; (b) protect against threats or hazards to the security or integrity of Subscriber Data and the Anonymized Data; and (c) prevent unauthorised access to Subscriber Data and the Anonymized Data.

Security Breach.

If either party becomes aware of a security breach (“Security Breach”), then that party must promptly, but in no event later than 72 hours (or any shorter period as may be required by applicable law), notify the other party, unless legally prohibited from doing so. Additionally, each party must reasonably assist the other party in mitigating any potential damage.

Remediation of Certain Unauthorized Disclosures.

If there is any unauthorized disclosure of or access to personal information caused by Oznoz’s breach of its security obligations under this Agreement, then Oznoz’s responsibilities and liability will be as set out in applicable laws, but in no event will the Subscriber be entitled to double recovery of any loss, liability or damages resulting from any such unauthorized disclosure.

Data Protection

Roles of the Parties: Subscriber acts as Controller (or Business, as applicable) with respect to Subscriber Data containing Personal Data. Oznoz acts as Processor (or Service Provider) when processing Personal Data on behalf of Subscriber.

Processing: Oznoz shall process Personal Data solely in accordance with this Agreement, applicable Order Forms, documented instructions of Subscriber, and the DPA.

Subprocessors: Oznoz may engage subprocessors to support delivery of the Services and shall impose data protection obligations consistent with the DPA. A current list of subprocessors shall be made available upon request.

International Transfers: Where Personal Data originating in the EEA, UK, or Switzerland is transferred outside such jurisdictions, Oznoz shall implement appropriate safeguards, including reliance on adequacy decisions or Standard Contractual Clauses.

Security: Oznoz shall maintain appropriate technical and organizational measures to protect Personal Data as further described in the DPA.

Anonymized Data: Data that has been irreversibly anonymized such that no individual or institution is identifiable shall not constitute Personal Data and may be used in accordance with Section 3.10.

Proprietary Rights

Platform and Documentation. The Oznoz Platform, the Assessments, and the Documentation, including all new releases, modifications, updates or enhancements to the Oznoz Platform or the Assessments; and all intellectual property rights related thereto, are and will be, as between Oznoz and the Subscriber, the property of Oznoz. All rights in the Oznoz Platform, the Assessments, and the Documentation not expressly granted in this Agreement are reserved by Oznoz and/or its licensors, as applicable.

Interfaces. As between Oznoz and the Subscriber, all Interfaces are and will remain the property of the applicable licensor. All rights in the Interfaces not expressly granted to the Subscriber under this Agreement will remain with the applicable licensor.

Subscriber Data. As between Oznoz and the Subscriber, the Subscriber will retain ownership of all Subscriber Data.

Feedback. The Subscriber may offer, or may be asked to provide, suggestions, ideas, recommendations, bug fixes, corrections or other feedback (“Feedback”) regarding the Oznoz Platform, the Assessments, or the Documentation, though the Subscriber is under no obligation to provide Feedback. The Subscriber agrees that if it provides Feedback, then Oznoz is free to reproduce, make, use, create derivative works of, publicly perform, display, import, transmit, distribute, license, sell, offer to sell or otherwise dispose of that Feedback without payment of compensation and without any other obligation to the Subscriber.

Professional Services

Responsibilities of Oznoz.

Oznoz will (a) provide the Professional Services specified in an Order Form by the date(s) determined by agreement in writing between the parties, and (b) designate one of its personnel as its representative, who will be Oznoz’s primary point of contact for all questions and issues relating to the Professional Services.

Excluded Services.

Unless specifically listed an Order Form, Professional Services do not include any installation, deployment, configuration or support for (a) the Subscriber’s network, (b) the Subscriber’s hardware; (c) third party software products (other than Interfaces) or (d) any interfaces between the Software and other products (other than Interfaces included under this Agreement).

No On-Site Services.

Unless specified in an Order Form, Oznoz will not be required to render any on-site Professional Services at locations of the Subscriber.

Representations and Warranties

Each party represents and warrants to the other party that (a) such party has the required power and authority to enter into this Agreement and to perform its obligations hereunder, (b) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party, and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both parties. Subscriber represents and warrants that it has the right to collect the Anonymized Data and administer the Assessments for the purposes contemplated by this Agreement.

Limited Warranty; Exclusions

Software and Interfaces.

Oznoz warrants to the Subscriber that (a) the Oznoz Platform and the Assessments covered by the Subscription and all Interfaces will operate substantially in accordance with the technical specifications contained in the Documentation, and (b) the Documentation describes the material functions and features of the Oznoz Platform in reasonable detail to enable the Subscriber to utilize the Assessments covered by the Subscription substantially in the manner described in the Documentation, and (c) Oznoz is not aware of any claim of intellectual property infringement relating to the Oznoz Platform, the Assessments or any Interface. The foregoing warranty in clauses (a) and (b) is conditioned upon the Subscriber’s use of the Oznoz Platform covered by the Subscription and Interfaces substantially in accordance with the Documentation and instructions from Oznoz, and the absence of any misuse, damage, alteration or modification of or to the Oznoz Platform or Interfaces.

Exclusion of Other Warranties.

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, OZNOZ AND ITS LICENSORS MAKE, AND THE SUBSCRIBER RECEIVES, NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, REGARDING OR RELATING TO THE OZNOZ PLATFORM, ANY MODULE, THE ASSESSMENTS, ANY INTERFACE, THE DOCUMENTATION OR ANY OTHER MATERIALS SUPPLIED TO THE SUBSCRIBER IN CONNECTION THEREWITH. OZNOZ DOES NOT WARRANT THAT THE OZNOZ PLATFORM OR THE ASSESSMENTS WILL BE CAPABLE OF ACHIEVING ANY PARTICULAR RESULT, OR THAT THE OZNOZ PLATFORM, ANY MODULE OR ANY INTERFACE WILL BE ERROR FREE OR WILL PERFORM IN AN UNINTERRUPTED MANNER. OZNOZ AND ITS LICENSORS SPECIFICALLY DISCLAIM, AND THE SUBSCRIBER WAIVES, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF OZNOZ HAS BEEN INFORMED OF THAT PURPOSE) AND ANY OTHER WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE OZNOZ PLATFORM, THE ASSESSMENTS, ANY MODULE, ANY INTERFACE, THE DOCUMENTATION OR ANY OTHER MATERIALS SUPPLIED TO THE SUBSCRIBER IN CONNECTION THEREWITH AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING.

Exclusion – Compatibility with Third Party Systems.

EXCEPT AS SPECIFICALLY STATED IN THE DOCUMENTATION, OZNOZ AND ITS LICENSORS MAKE, AND SUBSCRIBER RECEIVES, NO REPRESENTATION OR WARRANTY REGARDING THE COMPATIBILITY OF THE OZNOZ PLATFORM OR THE ASSESSMENTS WITH SOFTWARE OR HARDWARE NOT RECOMMENDED BY OR SUPPLIED BY OZNOZ. ANY WARRANTY OR LIABILITY IS EXCLUDED WHERE THE WARRANTY CLAIM ARISES OUT OF (A) ACCIDENT, THEFT, MISUSE, OR NEGLECT BY THE SUBSCRIBER, (B) USE OF THE OZNOZ PLATFORM OUTSIDE OF NORMAL OPERATING CONDITIONS, SPECIFICATIONS, OR ENVIRONMENT OR IN A MANNER NOT CONSISTENT WITH THE DOCUMENTATION, (C) LACK OF ROUTINE CARE OR SECURITY MAINTENANCE AS INDICATED IN ANY DOCUMENTATION, OR MAINTENANCE BY AN UNAUTHORIZED THIRD PARTY SERVICE PROVIDER, (D) FAILURE TO USE OR TAKE ANY PROPER PRECAUTIONS UNDER THE CIRCUMSTANCES, (E) USER MODIFICATION OF ANY PART OF THE OZNOZ PLATFORM OTHER THAN BY OR AT THE INSTRUCTION OF OZNOZ OR CONSISTENT WITH THE DOCUMENTATION, AND (F) DEFECTS PROBLEMS, OR FAILURES CREATED BY THIRD PARTY PRODUCTS (EXCEPT THE THIRD-PARTY INTERFACES) OR THEIR INTERFACE WITH THE OZNOZ PLATFORM. OZNOZ WILL USE REASONABLE EFFORTS TO ASSIST THE SUBSCRIBER WITH THE USE OF THE OZNOZ PLATFORM AND THE ASSESSMENTS WITH THIRD PARTY PRODUCTS. THE NATURE AND EXTENT OF ANY SUCH ASSISTANCE, INCLUDING THE APPLICABLE PROFESSIONAL SERVICES FEES, WILL BE SPECIFIED IN AN ORDER FORM.

Indemnification

Indemnity by Oznoz.

Oznoz will defend, at its expense, any third party claim brought against the Subscriber that the design of the Oznoz Platform or any Module or the Assessments covered by the Subscription and used by the Subscriber in a commercial environment infringes any valid Canadian or United States copyright or patent (“IP Claim”), and will pay the amount of any adverse final judgment (or settlement to which Oznoz consents) in connection therewith, together with any related litigation costs and reasonable attorneys’ fees of the Subscriber arising out of an IP Claim. Oznoz’s obligations under this Section are conditioned upon the Subscriber promptly notifying Oznoz of the IP Claim and permitting Oznoz to answer, defend and settle the IP Claim. At Oznoz’s reasonable request and expense, the Subscriber will provide such information and assistance necessary for the defence of the IP Claim. The Subscriber may, at its expense, participate in the defence with separate counsel. Oznoz will not settle any IP Claim without the Subscriber’s prior written consent where settlement would result in an admission of liability or wrongdoing on the part of the Subscriber or the imposition of equitable relief on the Subscriber. The Subscriber will not publicize any settlement without Oznoz’s prior written consent.

Equitable Relief.

If the Subscriber’s use of the Oznoz Platform or any Module or the Assessments covered by the Subscription in a production environment is enjoined as a result of any IP Claim, or if in Oznoz’s opinion, the Oznoz Platform or any such Module is likely to become subject to an IP Claim, then Oznoz may, at its expense and sole option, (a) modify the Oznoz Platform or such Module or the Assessments so that it becomes non-infringing; (b) procure for the Subscriber the right to continue to use the Oznoz Platform or the Assessments in accordance with the Subscription; (c) substitute another product having a functionality equivalent to the affected Module(s).

Indemnification by Subscriber.

Notwithstanding the foregoing, Oznoz has no liability for, and the Subscriber will defend, indemnify and hold harmless Oznoz from: (a) settlements and their related costs and expenses where the Subscriber settles an IP Claim without Oznoz’s prior written consent; and (b) any and all loss, liability or damage, including reasonable legal fees and related costs and expenses, relating to any IP Claim arising out of (i) use of the Oznoz Platform or any Module or the Assessments covered by the Subscription in a manner not authorized by Oznoz; (ii) modification to the Oznoz Platform other than by or at the instruction of Oznoz; or (iii) compliance by Oznoz with the Subscriber’s designs, specifications or instructions.

Entire Obligation.

This Article states Oznoz’s entire liability for any claim based upon or related to any alleged infringement of any intellectual property rights.

Limitation on Liability

EXCLUDING (a) EACH PARTY’S BREACH OF ITS CONDITIONS OF CONFIDENTIALITY OR PROTECTION OF CONFIDENTIAL INFORMATION SET OUT IN ARTICLE 6, (b) THE NON-PAYMENT OF FEES OR TAXES UNDER THIS AGREEMENT, (c) THE SUBSCRIBER’S BREACH OF ITS OBLIGATIONS UNDER SECTIONS 3.7 OR 3.8, (d) THE SUBSCRIBER’S OBLIGATIONS UNDER SECTION 12.3, (e) OZNOZ’S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 6, (f) OZNOZ’S OBLIGATIONS UNDER SECTION 12.1, AND (g) DAMAGES ARISING FROM A PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL LOSSES OR DAMAGES OR FOR ANY LOSSES OR DAMAGES RESULTING FROM LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF USE, LOSS OF OR DAMAGE TO DATA, COST OF SUBSTITUTE GOODS, OR DAMAGES FOR PURE ECONOMIC LOSS, HOWEVER CAUSED, WHETHER FORESEEABLE OR NOT, EVEN IF THAT PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SUBSCRIBER WILL NOT ASSERT THAT ITS PAYMENT OBLIGATIONS UNDER THIS AGREEMENT ARE EXCLUDED AS OZNOZ’S LOST PROFITS.

SUBJECT TO SECTIONS 13.3 AND 13.4 AND EXCEPT FOR (a) OZNOZ’S LIABILITY RESULTING FROM A BREACH OF ITS CONDITIONS OF CONFIDENTIALITY OR PROTECTION OF CONFIDENTIAL INFORMATION SET OUT IN ARTICLE 6, AND (b) OZNOZ’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.1, WHICH ARE NOT SUBJECT TO ANY LIMITATION, IN NO EVENT WILL THE TOTAL LIABILITY OF OZNOZ AND ITS LICENSORS FOR ANY LOSS OR DAMAGES RELATING TO THIS AGREEMENT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE FEES ACTUALLY PAID BY THE SUBSCRIBER UNDER THIS AGREEMENT WITH RESPECT TO THE VALUE OF THE SUBSCRIPTION AND SERVICES PROVIDED IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE LIABILITY AROSE (OR, FOR ANY LIABILITY ARISING BEFORE THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE, THE AMOUNT PAID OR PAYABLE FOR THE 12 MONTH PERIOD), LESS THE AMOUNT OF ANY REFUND THEREOF PAID TO THE SUBSCRIBER.

OZNOZ’S TOTAL AGGREGATE LIABILITY FOR ANY BREACH OF ITS OBLIGATIONS UNDER ARTICLE 6, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE SUBSCRIBER UNDER THIS AGREEMENT IN RESPECT OF THE VALUE OF THE SUBSCRIPTION AND SERVICES PROVIDED IN THE 24 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE LIABILITY AROSE (OR, FOR ANY LIABILITY ARISING BEFORE THE SECOND ANNIVERSARY OF THE EFFECTIVE DATE, THE AMOUNT PAID OR PAYABLE FOR THE FIRST 24 MONTH PERIOD).

FOR ALL INTERFACES, OZNOZ’S LIABILITY IS LIMITED TO THE PORTION OF THE ACTUAL AMOUNT PAID TO OZNOZ BY THE SUBSCRIBER (LESS THE AMOUNT OF ANY REFUND THEREOF PAID TO THE SUBSCRIBER) FOR THAT INTERFACE, AS SET OUT IN THE APPLICABLE ORDER FORM (OR, IF NOT SET OUT SEPARATELY, AS REASONABLY ALLOCATED BY OZNOZ). OTHERWISE, SUBJECT TO ANY LIMITATIONS IN THIS AGREEMENT OR IN THE INTERFACE LICENSOR’S OTHER LICENSE TERMS AND CONDITIONS APPLICABLE TO THE SUBSCRIBER, (a) THE SUBSCRIBER’S EXCLUSIVE RECOURSE AND REMEDIES WILL BE TO THE INTERFACE LICENSOR AND OZNOZ WILL NOT HAVE ANY OTHER LIABILITY; AND (b) THE LIABILITY OF THE INTERFACE LICENSOR WILL BE LIMITED TO THE GROSS RECEIPTS OF THAT LICENSOR ON ACCOUNT OF THAT INTERFACE. THESE LIMITATIONS OF LIABILITY ARE IN ADDITION TO THE OTHER LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT.

THE LIMITATIONS IN THIS ARTICLE APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE SUBSCRIBER ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE MATERIAL PARTS OF THE BARGAIN BETWEEN THE PARTIES AND THAT THE PRICES FOR THE SUBSCRIPTION AND SERVICES WOULD BE HIGHER WITHOUT THEM. THE SUBSCRIBER ACKNOWLEDGES THAT OZNOZ’S LICENSORS AND SUPPLIERS ARE INTENDED BENEFICIARIES OF THE LIMITATIONS SET OUT IN THIS AGREEMENT.

The provisions of this Article will survive any termination of this Agreement.

Force Majeure

Definition. Except for payment obligations, neither party will be responsible for any delay or failure in performance of its obligations under this Agreement to the extent such delay or failure is caused by (i) a natural disaster, fire, flood, storm, epidemic or power failure, (ii) a war (declared or undeclared), insurrection or act of terrorism or piracy, (iii) a strike (including illegal work stoppage or slowdown) or lockout, (iv) internet or telecommunications failure, or (v) any other cause beyond the control and without the fault or negligence of the affected party (each, a “Force Majeure Event”). If a Force Majeure Event affecting a party continues for a period of more than 30 days, then the other party will have the right to terminate this Agreement as of the date specified in written notice of termination to the affected party.

No Liability. A party that is prevented from performing its obligations under this Agreement as a result of a Force Majeure Event (the “Affected Party”) is not liable to the other party for any failure or delay in the performance of the Affected Party’s obligations under this Agreement resulting from that Force Majeure Event and any time periods for the performance of those obligations are automatically extended for the duration of that Force Majeure Event, provided that the Affected Party complies with the requirements of Section 14.3.

Notice. The Affected Party must promptly notify the other party in writing upon the occurrence of a Force Majeure Event and make all reasonable efforts to prevent, control or limit the effect of that Force Majeure Event so as to resume compliance with the Affected Party’s obligations under this Agreement as soon as reasonably possible.

Publicity

The Subscriber agrees that Oznoz has the right to use the Subscriber’s name and logo in its customer-related promotional materials (including, without limitation, on any websites owned or controlled by Oznoz), and to indicate that the Subscriber is a customer of Oznoz. Oznoz will seek the Subscriber’s prior written consent for any other promotional uses of the Subscriber’s name and logo, such consent not to be unreasonably withheld, conditioned or delayed.

Governing Law / Dispute Resolution

Arbitration. All disputes or controversies that may arise between the Parties with respect to the performance, obligations or rights of the parties under this Agreement, or any alleged breach thereof, will be settled by a single arbitrator in accordance with the Rules of the Vancouver International Arbitration Centre (VanAC), whose decision will be final and binding upon the parties. The place of any such arbitration shall be Vancouver, British Columbia.

Governing Law. The governing law of the substance of this Agreement will be the commercial law of the Province of British Columbia and the federal laws of Canada contained therein, without reference to its conflicts of laws provisions, and the United Nations Convention for the International Sale of Goods and all implementing legislation will not apply.

General Provisions

Further Assurances. The parties will execute such further assurances and other documents and instruments and do such further and other things as may be necessary to implement and carry out the intent of this Agreement.

Notices. All notices under this Agreement must be in writing and will be deemed given: (a) when delivered personally; (b) one day after deposit with a pre-paid commercial overnight carrier specifying next day delivery, or (c) by electronic mail to finance@oznoz.com. All notices sent to a party other than by electronic mail must be sent to the address for that party set out on page one of this Agreement or to any subsequent address that either party gives to the other in accordance with this Section. Either party will have the right to designate an alternate email address for the receipt of notices under this Agreement by notice to the other party in accordance with this Section.

Enurement. This Agreement will enure to the benefit of and be binding upon the parties and their respective successors and assigns.

Severability. If any provision of this Agreement is held to be unenforceable, then the remaining provisions will continue in full force and effect. The parties will in good faith negotiate a mutually acceptable and enforceable substitute for the unenforceable provision, which substitute will be as consistent as possible with the original intent of the parties.

Modification and Waiver. This Agreement may not be modified except by a writing signed by authorized representatives of both parties. Notwithstanding, Oznoz may modify these Standard Terms and Conditions prospectively upon notice. Material changes will not apply retroactively to existing Order Forms during their Initial Term without mutual written agreement. A waiver by either party of its rights under this Agreement is not binding unless in writing and signed by an authorized representative of the party waiving its rights. The non-enforcement or waiver of any provision on one occasion will not constitute a waiver of such provision on any other occasions unless expressly agreed in writing. No use of trade or other regular practice or method of dealing between the parties will be used to modify, interpret or supplement the terms of this Agreement.

Oznoz may update the Privacy Policy prospectively upon notice. Material changes to the DPA shall not apply retroactively to existing Order Forms during their Initial Term without mutual written agreement, except where required by applicable law.

Mutual Negotiation. The parties understand and agree that the terms of this Agreement have been mutually negotiated, prepared and drafted, and that if at any time the parties desire or are required to interpret or construe any such term or condition or any agreement or instrument subject to this Agreement, then no consideration will be given to the issue of which party actually prepared, drafted or requested any term of this Agreement.

Currency. Unless otherwise specified in an Order Form, all dollar amounts referred to in this Agreement are in United States dollars.

Entire Agreement. This Agreement, and the agreements and instruments referred to in this Agreement, constitute the entire agreement between the parties with respect to the subject-matter hereof and thereof and supersede all prior negotiations, proposals and agreements, whether oral or written, with respect to the subject-matter hereof and thereof.

Headings and Number. The division of this Agreement into Articles, Sections and Subsections, and the headings of those Articles, Sections and Subsections, are for reference only and will not limit or control the meaning or interpretation of this Agreement. Words importing the singular number only include the plural and vice-versa, and words importing one gender only include all genders.

Assignment. Neither party has the right to assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, and any attempted assignment without such consent will be void. Notwithstanding the foregoing, (a) either party has the right to assign this Agreement in its entirety in connection with (i) a merger transaction, (ii) the purchase of substantially all of the assets used by that party in its business to which the Agreement relates, or (iii) a transfer between that party and its subsidiary or affiliate, provided that the assigning party gives written notice of that assignment to the other party promptly following the effective date of that assignment and the assignee agrees in writing with the non-assigning party to be subject to and bound by the terms of this Agreement, and (b) the Subscriber acknowledges that Oznoz may engage one or more third parties to provide hosting services on its behalf under this Agreement.

Counterpart and Electronic Means. This Agreement may be executed by electronic means and in counterpart and such counterparts together will constitute a single instrument. Execution and delivery of an executed counterpart of this Agreement by any electronic means capable of producing a printed copy will be equally effective as delivery of a manually executed counterpart.