TERMS of Use

Last updated December 11th, 2025
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These Terms of Use together with any Order Form is a legal agreement (the “Agreement”) between Squint Cognition Inc., doing business as Squint Cognition (“Squint”) and the customer identified on the applicable Order Form (“Customer”). BY USING THE SERVICE (as defined below) OR CLICKING ONTHE “I AGREE” BUTTON, CUSTOMER AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITONS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SERVICE.

1. DEFINITIONS.

In this Agreement, the capitalized terms listed below will have the following meanings:

“Affiliate” means an entity that is directly or indirectly controlled by, or is under common control with, a party to this Agreement. For purposes of the foregoing, “control” means the ownership of (i) greater than fifty per cent (50%) of the voting power to elect directors of the entity, (ii) greater than fifty per cent (50%) of the ownership interest in the entity, or (iii) the power to cause the direction of the management and policies of such entity.

“Container” means the docker container Software component that is downloaded and installed on Customer’s computer(s) or server(s) and that creates a containerized environment for processing Customer Data through the Service.

“Customer Data” means all electronic data, information, Models, or material submitted by Customer or Customer’s Users to the Container for processing through the Service.

“Documentation” means documentation accompanying the Software as may be provided and updated from time to time by Squint.

“Generative AI Model” means a model capable of generating text, images, videos, or other data ormaterial in response to prompts.“Intellectual Property Rights” means all patents, copyrights, database rights, inventions (whether ornot patentable), trade secrets, know-how, trade dress, trademarks, trade names, and any other intellectual property rights recognized in any country or jurisdiction in the world.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Model” means a quantitative method, system, or approach that applies statistical, economic, financial, or mathematical theories, techniques, and assumptions (including approaches primarily based on expert judgment and assumptions) to process input data into quantitative estimates, including any GenerativeAI Model.

“Order Form” means the document produced by Squint (quote, order form or other sales document or online process) that is accepted by Customer and Squint that details the agreed Service, as it may be updated from time to time to reflect any add-on(s) or renewal (if applicable).

“Service” means the Software provided on a subscription and software-as-a-service basis and which includes the Container and any other client-side components.

“Software” means Squint’s proprietary Squint Vision Studio application in object code form only, together with any bug fixes, patches, revisions, updates, changes and releases thereto provided bySquint.

“Subscription Period” means the initial term specified in the applicable Order Form and includes any renewal terms (if applicable).

“Term” has the meaning given to it in Section 6.1.

“Users” means individuals who are authorized by Customer to use the Service. Users may include but are not limited to employees, consultants, contractors and agents of Customer or its Affiliates.

2. SUBSCRIPTION AND RESTRICTIONS.

2.1 Subscription.

Subject to the terms and conditions of this Agreement, Squint grants to Customer a non-exclusive, non-assignable (except as set out in Section 11.4), right for the duration of the Term to access and use the Service in accordance with the Documentation on a software-as-a-service subscription basis and including to download and install the Container and any other client-side components, in all cases for Customer’s own internal business purposes. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Squint regarding future functionality or features.

2.2 Subscription Scope.

1. The Service is purchased for the number of licenses specified on the Order Form and may be accessed by no more than the specified number of licenses. Licenses are for designated Users on a named user basis for specifically identified individuals and cannot be shared or used by more than one User, but on request may be reassigned by Squint to new Users replacing former Users who no longer require ongoing use of the Service.
2. The Container may be installed and used in combination with the Service on the number of computer(s) and server(s) specified on the Order Form.
3. The Service is purchased for the type of license specified on the Order Form (Professional, Premium, or Enterprise).
4. The client-side watchdog component (i) is not available with a Professional License; (ii) may be installed and used for development and evaluation processes (only) with a Premium License (but not for commercial applications); and (iii) for development and evaluation processes and commercial applications with an Enterprise License.

2.3 Customer Data.

Customer will have possession of all Customer Data which will be stored on Customer’s servers where the Container is installed and transit through the Container. The Service does not upload, retain or store Customer Data. Customer is responsible for maintaining Customer’s own back-ups of Customer Data. In providing the Service, Squint will not access Customer Data, except on a temporary and limited basis to respond to service or technical problems at Customer’s request or as compelled by law.

2.4 Squint Responsibilities.

Squint will use commercially reasonable efforts to (i) maintain the security and integrity of the Service; (ii) provide Customer with the support package of technical support, implementation, configuration, customization, and training that Customer may elect to purchase as specified on an Order Form; (iii) if Customer does not have a support package, provide access to Squint support technicians as Squint may make available and, subject to its resources, address reported problems that are replicated and diagnosed by Squint as defects in the Service, according to priority as determined by Squint; and (iv) make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Squint will give at least 8 hours notice via the Service and which Squint will schedule to the extent reasonably practicable during the weekend hours from 6:00 p.m. (ET) Friday to 3:00 a.m. (ET) Monday); or (b) any unavailability caused by circumstances beyond Squint’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Squint employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Squint’s possession or reasonable control, and denial of service attacks.

2.5 Customer Responsibilities.

Customer will (i) be responsible for Users’ activities in using the Service and Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Customer Data and of the means by which it acquired Customer Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Service through Customer or its Affiliates, and notify Provider promptly of any such unauthorized access or use, and (iv) use the Service only in accordance with the Documentation and applicable laws and government regulations.

2.6 Restrictions.

Customer will not: (i) make the Service available to anyone other than Users;(ii) use the Service for any purpose that is not expressly permitted by this Agreement; (iii) breach or exceed any restrictions or limits on the use of the Service specified in the applicable Order Form; (iv) sell, reproduce, distribute, sublicense, lease or otherwise make available any part of the Service to any third party; (v) reverse-engineer, reverse-compile or decompile, disassemble or otherwise attempt to discover the source code or underlying algorithms of the Service; (vi) distribute, use or make available the Service as part of any Customer products or services; (vii) make copies of the Service and Documentation, except as expressly allowed in this Agreement; (viii) modify, adapt, translate or create any derivative works of the Service; (ix) use the Service to store or transmit infringing, libelous, obscene, pornographic, harassing, threatening, harmful, abusive, inflammatory, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (x) use the Service to store or transmit Malicious Code; (xi) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein; (xii) attempt to gain unauthorized access to the Service or its related systems or networks; (xiii) access the Service in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Service; or (xiv) use the Service in a manner that infringes upon the lawful rights of others or in contravention of any and all applicable laws (including without limitations all applicable Intellectual Property Rights laws). The use of the Service may be suspended, limited or restricted, in whole or in part, to prevent the illegal usage of the Service or usage of the Service that violates the terms and conditions of this Agreement or Order Form.

2.7 Copies.

Subject to the terms and conditions of this Agreement, Customer may make (i) a reasonable number of copies of the Documentation, either in hardcopy or electronic form; and (ii) one copy of the Container and any other client-side components for backup purposes, all of which copies will be subject to the terms of this Agreement.

2.8 Delivery.

The Service is provided on a software-as-a-service basis hosted by Squint (or its hosting provider) only, and the Container, client-side components, and Documentation are delivered in digital format only. Customer agrees to retrieve the Software and Documentation, as well as any relevant updates from Squint’s website.

3. INTELLECTUAL PROPERTY RIGHTS.

3.1 Service and Documentation.

As between the parties, Squint retains all right, title and interest in and to the Service and the Documentation, and all copies thereof and in all related copyrights, trade secrets, trademarks and any other Intellectual Property Rights embodied therein or used in association with the Service. No right or license will be implied by estoppel or otherwise, other than the rights expressly granted to Customer under this Agreement. For the avoidance of doubt, all rights in relation to the Service not expressly granted in this Agreement are reserved by Squint. Customer agrees not to obscure, remove or attempt to remove any copyright and other proprietary notices that appear on the Service. Any copies of the Container, client-side components, and Documentation that Customer is permitted to make pursuant to this Agreement must contain all copyright and other proprietary notices that appear on or in them in the same form and location as provided by Squint. If Customer provides any suggestions, feedback or improvements to the Service, Squint will have the right to use and have others use such suggestions, feedback and improvements for any purpose without notice or compensation to Customer.

3.2 Customer Data.

As between the parties, Customer Data including all Intellectual Property Rights therein are Customer’s property.

3.3 Telemetry, Statistical and Aggregated Data.

Squint may collect, create, access and retain, on a periodic or ongoing basis the following data: (i) information about general application usage, telemetry, and statistics concerning the Service in order to help improve performance and user experience; (ii) information about Customer’s computer system specifications, settings, and current values using the Service in order to provide support services, and in order to help improve performance and user experience; and (iii) statistical or analytical data generated by Squint concerning use or functioning of the Service that is in anonymized and aggregated form such that it is not identifiable to Customer or personally identifiable of any individual. Data generated or derived by Squint under this Section, including any usage, aggregate, statistical, or analytical data, will be the sole property of Squint.

4. Fees

4.1 Fees; Payment.

Customer will pay to Squint the fees as set forth in the Order Form. Unless otherwise specified in the applicable Order Form, all amounts specified to be payable under this Agreement are in United States dollars and will be paid in United States dollars. Except as otherwise specified herein or in an Order Form, payment obligations are non-cancelable and fees paid are non-refundable. The obligation to pay any outstanding amount to Squint under this Agreement will survive any termination or expiration of this Agreement or applicable Order Form. Payment is due and payable according to the payment terms set forth on the applicable Order Form, or if not so set forth will be due 30 days after the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Squint and notifying Squint of any changes to such information. If Customer fails to pay Squint the amounts when due, Squint may (i) cause the Service to suspend operation until such time as Customer brings its account completely current, and (ii) exercise any other rights under the Agreement or at law or equity.

4.2 Taxes.

Squint’s fees do not include any taxes. All taxes payable in any jurisdiction with respect to any amount payable by Customer to Squint under this Agreement, other than taxes payable on the income, property and employees of Squint, will be the sole responsibility of and will be borne by Customer, including any applicable sales tax, goods and services tax, value added tax or similar tax.Should Customer be required by any law or regulation to make any deduction or withholding on account of tax or otherwise on any amount payable by Customer to Squint under this Agreement, Customer will pay such additional amounts as are necessary so that the net amount received by Squint is equal to the amount then due and payable under this Agreement. Squint will provide Customer with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.

4.3 Overdue Amounts.

If any amount payable under this Agreement is not paid when due, Squint may charge to Customer interest on such amount from the date payment was due until the date that payment is received and both before and after any judgment at the lesser of (i) the rate of 1% per month compounded monthly (equivalent of 12.68% per annum compounded annually), or (ii) the maximum rate allowed under applicable law. Customer will reimburse Squint for all reasonable costs incurred by Squint in collecting any late payments or interest, including reasonable legal fees, court costs, and collection agency fees. Notwithstanding the foregoing, other rights Squint may have under this Agreement or at law or equity still apply.

5. CONFIDENTIALITY.

“Confidential Information” means any and all information disclosed by either party (the “Discloser”) to the other party (the “Recipient”), whether in written or electronic form or verbally, which is marked or identified at the time of disclosure as “confidential” or “proprietary” or which should reasonably be understood by the Recipient to be confidential or proprietary, including, but not limited to any information that relates to business plans, services, pricing, marketing or finances, research, product plans, products, developments, markets, software (including source and object code), hardware configuration, computer programs, and algorithms of the Discloser. The Recipient hereby agrees that it will not use any Confidential Information received from the Discloser except for the purposes contemplated by this Agreement or as expressly authorized in writing by the Discloser. The Recipient will use the same degree of care to protect the Discloser’s Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances less than reasonable care. The Recipient will not disclose the Discloser’s Confidential Information to any person or entity other than its employees, contractors and agents, in all cases of the foregoing who need access to such Confidential Information in order to effect the intent of this Agreement and who are bound by confidentiality terms no less restrictive than those in this Agreement. In addition, either party will be permitted to disclose the existence and terms of this Agreement and (to the extent reasonably necessary) other Confidential Information of the Discloser (i) on a confidential basis to the Recipient’s legal or professional financial advisors for the purpose of providing their advice, provided such advisors are under written obligations of confidentiality and non-use comparable in scope to those set forth in this Section, or are bound by professional obligations of confidentiality; and (ii) on a confidential basis to a third party for purposes of a financing, acquisition or investment related transaction or other due diligence purposes involving such third party, provided such third party is under written obligations of confidentiality and non-use comparable in scope to those set forth in this Section. The restrictions set forth in this Section will not apply to any Confidential Information that (a) was known to the Recipient prior to its disclosure by the Discloser; (b) is or becomes publicly known through no wrongful act of the Recipient; (c) has been rightfully received from a third party authorized to make such disclosure without restriction; (d) is independently developed by the Recipient without reference to the Discloser’s Confidential Information; or (e) has been approved for release by the Discloser’s prior written authorization. No party will be liable for disclosure of the Confidential Information of the other party if such disclosure is required by valid court order, law, regulation, or by stock exchange requirement, provided that the party required to disclose the information provides prompt advance notice thereof, to the extent practicable, to enable the Discloser to seek a protective order or otherwise prevent such disclosure.

6. TERM AND TERMINATION.

6.1 Term.

Unless otherwise terminated hereunder, the term of this Agreement will begin on the effective date set forth on the initial Order From and will continue for so long as there is an Order Form in effect between the parties (the “Term”) (if no effective date is specified on the Order Form, the effective date will be deemed to be the date the Service is made available to Customer). At the expiration of the initial term of a Subscription Period under an Order Form, unless otherwise provided in the Order Form, the Order Form shall automatically renew for successive periods of one (1) year each, unless either party gives the other written notice of their intention not to renew at least one (1) month prior to the expiry of the initial term or then-current renewal period.

6.2 Termination.

A party may terminate this Agreement for cause immediately upon written notice to the other party (i) if the other party commits a material breach which is not remediable, or if capable of remedy, is not remedied within thirty (30) days of the other party’s receipt of written notice requesting the same (for greater certainty, non-payment of any fees due is a material breach), or (ii) 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.

6.3 Effect of Termination.

Upon termination or expiry of this Agreement: (i) any and all rights granted to Customer under this Agreement and any applicable Order Form will immediately cease; (ii) Customer will delete or destroy all copies of the Container, other client-side components, and Documentation in Customer’s possession or control, and, if so requested by Squint, Customer will certify in writing it has done so within five days of any such request; and (iii) each party will promptly return or destroy (or permanently delete all electronic forms of) all Confidential Information of the other party and, if so requested by the other party, the party will certify in writing it has done so within five days of any such request. Notwithstanding the foregoing, each party will be entitled to retain (a) copies of any contractual documents or other records customarily held as legal archival material pursuant to reasonable archival policies, and (b) automatic electronic backups of Confidential Information which are securely stored (although for clarity the confidentiality obligations set out in this Agreement will continue to apply to such Confidential Information retained under subsections (a) and (b).

6.4 Survival.

Neither expiration nor any termination of this Agreement will relieve either party of any obligation or liability accruing prior to such expiration or termination. In addition, the following provisions will survive expiration or termination of this Agreement, Sections 3, 4.3, 5, 6.3, 6.4, 7.2, 8, 9,11.1, 11.2, 11.3, 11.4, 11.5, 11.6, 11.8, 11.10, 11.11, 11.12, and any other provisions that by their terms survive expiration or termination, and such other provisions as are necessary for the interpretation thereof.

7. WARRANTIES AND DISCLAIMER.

7.1 Warranties.

Each party represents and warrants that it has the legal power to enter into this Agreement. Squint warrants that (i) the Service will perform materially in accordance with the Documentation; (ii) it will use a commercially reasonable virus detection computer software program to test the Service for known Malicious Code (except for any Malicious Code contained in Customer Data or otherwise originating from Users); and (iii) it owns or otherwise has sufficient rights in the Service to grant to Customer the rights to use the Service granted herein.

7.2 Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, SQUINT MAKES NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, ORNON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SQUINT CANNOT AND DOES NOT WARRANT THAT THE PERFORMANCE OR RESULTS CUSTOMER MAY OBTAIN BY USING THE SERVICE WILL MEET CUSTOMER’S NEEDS,OR THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTIONS OR THAT IT WILL BE ERROR-FREE.

8. LIMITATION OF LIABILITY.

EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT WILL SQUINT’S AGGREGATE MAXIMUM LIABILITY TO CUSTOMER, WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THIS AGREEMENT, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF ANY DUTY) OR OTHERWISE EXCEED THE AMOUNT CUSTOMER HAS PAID UNDER THIS AGREEMENT OVER THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM ARISES. DESPITE THE FOREGOING, NO LIMITATION OF LIABILITY WILL APPLY TO: (A) SQUINT’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.1 IN RESPECT OF THIRD PARTY CLAIMS; (B) SQUINT’S BREACH OF SECTION 5 (CONFIDENTIALITY). EXCEPT IN THE CASE OF ANY AMOUNT WHICH SQUINT IS LIABLE TO PAY FOR THIRD PARTY CLAIMS UNDER ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.1, IN NO EVENT WILL SQUINT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF GOODWILL OR BUSINESS PROFITS, REVENUE, OR EXPECTED SAVINGS, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR LOSS OF DATA OR INFORMATION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICE. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

9. INDEMNIFICATION.

9.1 Squint Indemnification.

Squint will defend against any third party claim brought against Customer that the Service infringes a third party Intellectual Property Right and Squint will pay any costs, damages and reasonable legal fees attributable to such claim that are finally awarded against Customer or paid in settlement thereof. If such claim arises, or if in Squint’s judgment, is likely to arise, Squint may, at Squint’s sole option and expense (i) procure the right for Customer to continue using the Service, (ii) replace or modify the Service in a substantially functionally equivalent manner so that it becomes non-infringing, or (iii) if neither of the foregoing alternatives can be achieved on terms that are reasonable in Squint’s judgment, then Squint may terminate this Agreement, in which case Squint will repay to Customer on a pro rata basis any prepaid fees for use of the Service which are attributable to the remaining portion of the Subscription Period after the date of termination. However, Squint will have no indemnification obligation for any claim to the extent based on: (a) a modification of the Service or Documentation by anyone other than Squint or Squint’s duly authorized contractors or agents; (b) the Service’s combination, operation, or use with any other product, data (including Customer Data), or apparatus not provided by Squint; or (c) any use of the Service not in accordance with the Documentation or this Agreement. THIS SECTION STATES SQUINT’S ENTIRE LIABILITY AND CUSTOMER’S SOLE REMEDY FOR ANY INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS.

9.2 Customer Indemnification.

Customer agrees to indemnify and hold Squint harmless from and against any and all costs, losses, liabilities or expenses (including reasonable legal fees) arising out of third party claims against Squint based on Customer’s use of the Service, including any alleged infringement of Intellectual Property Rights caused by Customer Data (but excluding any claims or costs to the extent based upon or relating to (i) matters for which Squint is obligated under Section 9.1 to indemnify Customer, or (ii) Squint’s wrongful or grossly negligent acts).

9.3 Indemnification Procedure.

The party seeking indemnity under this Agreement (the “Indemnified Party”) will (a) promptly give written notice to the other party subject to the indemnity obligations (the “Indemnifying Party”) of any claim for which indemnity is sought (provided that failure to promptly give notice will not relieve the Indemnifying Party of its indemnification obligation, except to the extent that the Indemnifying Party can demonstrate that it has been prejudiced as a result of such failure); and (b) allow the Indemnifying Party to control the defense or settlement of the claim, and provide all reasonable assistance in connection therewith, at the Indemnifying Party’s request and expense. The Indemnified Party may participate in the defense or settlement of any such claim at its own expense. The Indemnifying Party agrees that it will not settle any claim in a manner which would impose any obligation on the Indemnified Party or restrict the Indemnified Party’s right, title or interest, including all intellectual Property Rights in the Indemnified Party’s products or services, without the Indemnified Party’s prior written consent, which will not be unreasonably withheld or delayed.

10. AUDIT.

Customer will permit Squint to audit Customer’s use of the Service for the sole purpose of verifying that the use of the Service by Customer is in accordance with the terms and conditions of this Agreement and as otherwise permitted in an Order Form, provided that: (i) Customer is provided at least fourteen (14) days advance written notice of Squint’s intention to audit; (ii) the audit is conducted during Customer’s normal business hours; (iii) such audit occurs no more than once per calendar year; and (iv) Customer’s security policies and procedures will be followed. Without prejudice to Squint’s other rights, if any such audits reveal that the Service is not being used in compliance with this Agreement, Squint reserves the right to pursue all remedies available to it. Squint will be responsible for all costs and expenses of the audits it performs, and Customer will be responsible for all its costs and expenses of complying with the audits. Notwithstanding the foregoing, where an audit reveals a material non-compliance by Customer in its use of the Service under this Agreement and obligations under this Agreement, Customer will reimburse Squint for Squint’s reasonable costs and expenses of the audit.

11. GENERAL.

11.1 Entire Agreement.

This Agreement and the Order Form(s) constitutes the entire agreement between Customer and Squint with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous representations, statements, understandings or agreements, written or oral, between the parties regarding such subject matter. This Agreement and any Order Form may only be modified or supplemented in writing expressly stated for such purpose and signed by the parties to this Agreement. In the event that Customer issues a purchase order or other instrument used to pay fees to Squint, any terms and conditions set forth therein which constitute terms and conditions which are in addition to those set forth in this Agreement or which establish conflicting terms and conditions to those set forth in this Agreement are expressly rejected by Squint and will have no effect. In the event of any conflict or inconsistency among the applicable Order Form and the sections of this Agreement, the applicable Order Form will prevail. There are no third-party beneficiaries under this Agreement.

11.2 Notices.

All notices or other communications required to be given hereunder will be in writing, and will be deemed to have been duly given and received (i) if sent via certified mail, return receipt requested, or by recognized courier service, on the date shown on the return receipt or on the courier confirmation of delivery, (ii) if sent via electronic mail or similar electronic transmission, on the date of transmittal if given during the normal business hours of the recipient and on the business day during which such normal business hours next occur if not given during such hours on any day, provided the sender does not receive a message that the email has not been received or the recipient is “out of the office”, or (iii) if delivered personally or by any other means, as of the date received, and in each case will be addressed to such party to the address specified in the Order Form or at such other address as a party will designate in writing from time to time and will be marked “Attention: Legal Notices”.

11.3 Relationship.

The parties’ relationship under this Agreement is that of independent contractors. No partnership or joint venture is intended to be created by this Agreement and no principal-agent or employer-employee relationship. Neither party will have any authority and will not represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party under this Agreement.

11.4 Assignment.

Neither party may assign, transfer or novate any of its rights or obligations under this Agreement without the other party’s prior written consent. Notwithstanding the foregoing, either party may without requirement of the other party’s consent, assign this Agreement in its entirety (including all Order Forms) (i) to an Affiliate (for so long as it remains an Affiliate), provided that such assignment to an Affiliate shall not relieve such party of its obligations herein unless the other party consents to such assignment, or (ii) to a successor in connection with a merger, acquisition, or sale ofall or substantially all of its assets, provided such successor has agreed in writing to assume all of the obligations of the assigning party hereunder and, if requested by the non-assigning party, the assignee has executed and delivered an undertaking to that effect to the non-assigning party. Any attempted assignment or transfer in violation of the foregoing will be void.

11.5 Governing Law; Attornment.

This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflicts of laws rules that would apply a different body of law. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement or to any transaction contemplated by this Agreement. Subject to Section 11.6, the parties submit to the exclusive jurisdiction of the courts of the Province of Ontario and expressly waive any objections as to venue in any such courts.

11.6 Dispute Resolution.

In the event of any difference or dispute arising between the parties concerning this Agreement, the parties agree to attempt to resolve the difference or dispute amicably by discussions between them within 30 days after notice of a difference or dispute has been given, or such other period as is mutually agreed. In the event that the difference or dispute is unable to be resolved as aforesaid, then the matter may be referred by either party for determination by arbitration under the Arbitration Act, 1991 (Ontario) at Toronto in the Province of Ontario. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for injunctive or equitable relief to prevent irreparable harm or preserve the status quo pending resolution of the dispute pursuant to this Section.

11.7 Sanctions and Export Restrictions.

Any use of the Service will be in compliance with all relevant international, U.N., Canada, USA or EU sales, export control, economic sanctions, import and anti-boycott laws, restrictions and regulations (“Trade Control Laws”) and Customer agrees to comply with them. Customer represents and warrants that Customer and its Users are not located in a country that is subject to embargo, or that has been designated by the United States as a “terrorist supporting” country; and that Customer and its Users are not identified in any Canadian, United States or EU sanction list of prohibited or restricted parties, or that Customer is owned 50% or more directly or indirectly, in the aggregate by one or more such prohibited or restricted individuals or entities. Customer further represents and warrants that it will comply with relevant Trade Control Laws in connection with any activities under this Agreement.

11.8 Severability.

If any provision of this Agreement is determined to be illegal or unenforceable by a court of competent jurisdiction, then such provision will be severed and deleted, or modified and limited as to give effect to the original intent of the parties and to the extent necessary for this Agreement to be otherwise enforceable, and the remaining provisions of this Agreement will remain in effect.

11.9 Marketing.

Subject to Customer’s right to revoke its approval at any time, Customer agrees that Squint may publish Customer’s name and logo in Squint’s customer lists, and promotional, marketing and investment materials, in any media. Any use of Customer’s name and logo will be in accordance with the applicable brand guidelines as notified by Customer from time to time.

11.10 No Waiver.

No failure or delay of or by either party to exercise any right or remedy under this Agreement and no partial or single exercise thereof will be construed to be a waiver of any such right or remedy or any other right or remedy hereunder. All of the rights of Squint under this Agreement will be cumulative and may be exercised separately or concurrently.

11.11 Interpretation.

The words “including”, “include” and similar words will not limit the generality of the preceding words and will be construed as if they were immediately followed by the words “without limitation”. Words in the singular include the plural and words in the plural include the singular. Words importing a gender include any other gender. The headings of the sections and subsections of this Agreement are intended solely for convenience and will not be deemed to constitute part of this Agreement or to affect the construction or interpretation hereof.

11.12 Enurement.

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