Quandri's terms of service

These Terms of Service ("Terms") and any order form or other document ("Order Form") which incorporates these Terms by reference are collectively referred to as the "Agreement". By executing an Order Form, Quandri Technologies Inc. ("Quandri") and the customer designated therein ("Customer") agree to this Agreement.

In case of any conflict or inconsistency between the Terms and any provision of the Order Form, the terms of the Order Form will govern solely with respect to the specific matter addressed to the extent of any conflict.

1. The Services.

1.1 Subscription Services. Conditional on Customer: (a) complying with the provisions of this Agreement, including but not limited to paying the Fees as required by this Agreement; (b) cooperating with the reasonable requests of Quandri; and (c) providing Quandri with access to Customer's internal systems and any required third party systems (and making all required third party disclosures and obtaining all required third party consents in respect of such access) from which Customer wishes the System to access Customer Data, Quandri hereby grants to Customer a non-sublicensable, non-transferable, non-exclusive subscription to access and use the Subscription Services in accordance with this Agreement solely for Customer's internal business purposes and not for resale. Customer may order Subscription Services under this Agreement by placing written, signed orders on an Order Form. Only the execution of an Order Form by Customer and by Quandri constitutes a binding contract between those parties. Customer agrees that its purchase of the subscription is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Quandri with respect to future functionality or features.

1.2 Professional Services. Customer may from time to time order Professional Services under this Agreement by entering into an Order Form with Quandri that sets out the Fees, payment terms, description of Professional Services, performance standards and timeline for delivery. Professional Services are applicable only for custom development work, charged at $250 per hour, billed in advance and must be utilized within the duration of the contracted period. Any timelines associated with Professional Services to be provided by Quandri under this Agreement are conditional on Customer providing Quandri with information pertaining to, and access to, Customer's internal systems, employees and any required third party systems (and making all required third party disclosures and obtaining all required third party consents in respect of such access). Any timelines agreed to between the parties may be extended by Quandri to accommodate delays caused by Customer's failure to provide required information and access in a timely manner. If Customer wishes to order additional Services or change the scope of Services (a "Change"), or Quandri identifies a Change that is desirable or reasonably necessary for the proper implementation, rollout or functioning of the Subscription Services, the requesting party shall notify the other party in writing of the details of the requested Change. No Change will be effective unless and until agreed upon in writing by the parties and in the form set out in Schedule B ("Change Order").

1.3 Support. Subject to the terms of this Agreement, including, without limitation, the payment of the Fees set forth in Section 4, Quandri will use commercially reasonable efforts to correct any reproducible failure of the Subscription Services to substantially conform to its expected operation, provided that Quandri will not have an obligation to provide a correction for all such nonconformities.

1.4 System Updates and Scheduled Downtime. Quandri may update any aspect of the Subscription Services or System at any time in its sole discretion. Quandri may schedule downtime for maintenance and upgrades to the System without prior notice but will use commercially reasonable efforts to provide advance notice where practicable.

1.5 Privacy Policy. To the extent any Customer Data contains Personal Information, it will be used, collected, stored and disclosed for the purposes contemplated under this Agreement and in accordance with Quandri's Privacy Policy, the current version of which is available at https://quandri.io/privacy (the "Privacy Policy"). By entering into this Agreement, Customer acknowledges and agrees it has read and understood the Privacy Policy.

1.6 Internet Security Disclaimer. Customer acknowledges and agrees that Quandri exercises no control over, and accepts no responsibility for, any content passing through the Internet or for Internet connectivity outside of Quandri's control. Customer acknowledges that the Internet is inherently risky despite reasonable measures being taken, and Customer assumes responsibility for its use of the Subscription Services over the Internet.

1.7 Limitation, Suspension or Termination of Access. In addition to the other rights and remedies of Quandri under this Agreement, Quandri may suspend, terminate or limit, in Quandri's reasonable discretion, Customer's access to or use of the Subscription Services, or any part of them, without notice in order to: (a) prevent damage to, or degradation of the integrity of the System or any of Customer's systems; (b) comply with any law, regulation, court order or other governmental request or order; or (c) otherwise protect Quandri from harm to its reputation or business. Quandri will use commercially reasonable efforts to notify Customer of a limitation, suspension or termination action as soon as reasonably practicable. In the event of a limitation or suspension, Quandri will restore Customer's access to the Subscription Services when Quandri determines the event has been resolved. Nothing in this Agreement will limit Quandri's right to take any action or invoke remedies, or will act as a waiver of Quandri's rights in any way with respect to any of the foregoing activities. Quandri will not be responsible for any loss or damages of any kind incurred by Customer as a result of any limitation, termination or suspension of the Subscription Services under this Section 1.7.

1.8 Subcontractors. Customer acknowledges and agrees that Quandri may retain the services of independent contractors ("Subcontractors") from time to time to provide, or to assist Quandri in providing, the Subscription Services. Any Subcontractors used by Quandri to provide the Subscription Services shall remain under the direction and control of Quandri, and Quandri shall be fully and personally liable for all acts or omissions of the Subcontractors.

2. Customer's Use of the Subscription Services.

2.1 Customer Responsibilities and Restrictions. Customer will, at all times, comply with all applicable local, state, provincial, federal and foreign laws in using the Subscription Services. Without limiting the generality of Section 2.1, Customer agrees that Customer will not, and will not permit any person, including without limitation the Users, to:

(a) use the Subscription Services other than as permitted by this Agreement;(b) use the Subscription Services to violate, infringe or appropriate any person's privacy rights, publicity rights, defamation rights, intellectual property rights, proprietary rights, contractual rights or any other legal right;(c) sublicense or transfer any of Customer's rights under this Agreement, except as otherwise provided in this Agreement, or otherwise use the Subscription Services for the benefit of a third party or to operate a service bureau;(d) copy, modify, alter, change, translate, decrypt, obtain or extract the source code of, create derivative works from, reverse engineer, reverse assemble, decompile, disassemble or reverse compile any part of the Subscription Services;(e) use or launch any automated system, including without limitation any "robot" or "spider" that accesses the Subscription Services; or(f) interfere with, or attempt to interfere with, the Subscription Services, the System or any other networks or services connected to the Subscription Services, whether through the use of viruses, worms or any other computer code, file or program that interrupts, destroys or limits the functionality of any computer software or hardware.

2.2 Customer Data. Customer is solely responsible for the Customer Data and will not provide, transmit or make available for access by Quandri any Customer Data or any other information, data or material that: (a) infringes or violates any intellectual property rights, publicity/privacy rights, law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or Personal Information. Prior to providing, transmitting or making available for access any Customer Data that contains Personal Information to Quandri, Customer will obtain all necessary consents to provide such Customer Data to Quandri and to permit Quandri to use such Customer Data in accordance with this Agreement and the Privacy Policy. Quandri may take remedial action if Customer Data violates this Section 2.2, however, Quandri is under no obligation to review Customer Data for accuracy or potential liability.

3. Fees.

3.1 Fees, Payment and Suspension. As consideration for the Services, Customer will pay Quandri the fees ("Fees") set forth in and in accordance with the Order Form. Annual Fees are due within fourteen (14) days following the date of invoice, unless otherwise agreed to in the Order Form. Monthly Fees are due within seven (7) days following the date of invoice, unless otherwise agreed to in the Order Form. Except as otherwise specified in an Order Form, (a) Fees are quoted and payable in the currency specified in an applicable Order Form, (b) Fees are based on the subscription model specified in the Order Form, (c) payment obligations are non-cancellable and Fees paid are non-refundable, and (d) in no event shall Customer's Subscription Fees pricing tier decrease as a result of a reduction in Contracted PIF Count. All Fees owed by Customer in connection with this Agreement are exclusive of, and Customer shall pay, all sales, use, excise and other taxes that may be levied upon Customer in connection with this Agreement, except for employment taxes and taxes based on Quandri's net income. Overdue amounts will accrue interest at the rate of 12% per annum, or the highest legal interest rate, if less. Customer shall reimburse Quandri for all expenses (including reasonable attorneys' fees) incurred by Quandri to collect any amount that is not paid when due. Quandri reserves the right (in addition to any other rights or remedies Quandri may have) to discontinue the Subscription Services, suspend the Subscription Services or suspend Customer's access to the Subscription Services if any Fees set forth in the Order Form are more than 30 days overdue until such amounts are paid in full. All payments shall be made via electronic funds transfer (EFT), ACH, or wire transfer.

3.2 Subscription Fee Changes. Fees for the Subscription Service ("Subscription Fees") are determined based on the Customer's then-current Contracted Policies-in-force ("Contracted PIF Count").

In the event that Customer's Contracted PIF Count increases beyond the then-current tier of Subscription Fees: (i) Customer's Subscription Fees will immediately be increased on a go-forward basis to the applicable pricing tier that reflects their then-current Contracted PIF Count, (ii) implementation Fees may be applied at the sole discretion of Quandri, at the same rate as the initial implementation (before application of any discount), (iii) Customer shall execute a Change Order, and (iv) Customer will be invoiced for any such implementation Fees and the increase in Subscription Fees resulting from the change in pricing tier, as determined on a pro rata basis for the then-remaining portion of the subscription period. In no event shall Customer's Subscription Fees pricing tier decrease as a result of a reduction in Contracted PIF Count.

3.3 Other Changes to Fees. Following the end of the Initial Term and in connection with each Renewal Term, Quandri will provide sixty (60) days advance notice of a pricing increase prior to the commencement of the applicable Renewal Term. Customer will be liable to pay such modified Fees. Customer shall maintain complete, accurate and up-to-date Customer billing and contact information at all times.

4. Confidential Information.

4.1 Obligation. Each party agrees (a) to hold the other party's Confidential Information in strict confidence, (b) to limit access to the other party's Confidential Information to those of its employees or agents having a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein, and (c) not to use such Confidential Information for any purpose except as expressly permitted hereunder. Notwithstanding the foregoing, the receiving party will not be in violation of this Section 4.1 with regard to a disclosure that was in response to a valid order or requirement by a court or other governmental body, provided that the receiving party gives the other party prior written notice of such disclosure in order to permit the other party to seek confidential treatment of such information.

4.2 Exceptions. The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information, or portion thereof, which (a) is or becomes a part of the public domain through no act or omission of the receiving party, (b) was in the receiving party's lawful possession prior to the disclosure, as shown by the receiving party's competent written records, (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information, as shown by the receiving party's competent written records, or (d) is lawfully disclosed to the receiving party by a third party without restriction on disclosure.

5. Ownership.

5.1 System and Technology. Customer acknowledges that Quandri retains all right, title and interest in and to the Quandri Property, and that the Quandri Property is protected by intellectual property rights owned by or licensed to Quandri. Other than as expressly set forth in this Agreement, no license or other rights in the Quandri Property are granted to the Customer, and all such rights are hereby expressly reserved by Quandri. Quandri will have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Subscription Services any suggestions, enhancement requests, platform modifications or creations, recommendations or other feedback provided by Customer, including Users, relating to the Subscription Services.

5.2 Customer Data. Except as set out expressly herein, Customer retains all right, title and interest in and to the Customer Data. Customer will be solely responsible for providing all Customer Data required for the proper operation of the Subscription Services. Customer grants to Quandri a non-exclusive, irrevocable, royalty-free, fully paid-up, worldwide license, with rights to sublicense through multiple levels of sublicensees, to copy, use, reproduce, modify, develop, access, collect, create derivative works from, and store the Customer Data: (i) as necessary to provide the Services to Customer; and (ii) to generate Anonymized Data.

6. Term and Termination.

6.1 Term. The initial term of this Agreement will commence on the Effective Date and continue for the period specified in the Order Form (the "Initial Term"). Thereafter, this Agreement will be automatically renewed from year to year for additional one year renewal terms (each a "Renewal Term", and together with the Initial Term, the "Term"), unless either party provides written notice to the other party no less than thirty (30) days prior to the expiration of the then-current Initial Term or Renewal Term indicating that it does not wish to renew this Agreement.

6.2 Term of Subscription Service(s) Added Mid-Term. Except as otherwise specified in an applicable Order Form, recurring Add-on Services are coterminous with the Service Term of the Service to which Add-On Service are added and will be automatically renewed in concert with the Service to which Add-On Service are added unless either Party provides written notice of non-renewal to the other Party at least thirty (30) days prior to the expiration of the then-current Service Term.

6.3 Termination for Default. Either party may terminate this Agreement immediately upon written notice if: (a) the other party materially breaches this Agreement and does not cure such breach (if curable) within 30 days after written notice of such breach; or (b) the other party becomes insolvent or files or has filed against it a petition in bankruptcy.

6.4 Effect of Termination. Upon the termination of this Agreement for any reason: (a) any amounts owed to Quandri under this Agreement before such termination will become immediately due and payable; (b) each party will return to the other party all property (including any Confidential Information) of the other party in its possession or control; and (c) Customer's and each User's access to and use of the System and the Subscription Services will be immediately suspended. Quandri agrees that within 30 days following any termination of this Agreement, Quandri will provide Customer with one electronic copy of the Customer Data in a usable format. Thereafter, Quandri will remove all Customer Data from the System. The rights and duties of the parties under Sections 2.2, 3 through 5, 6.3 and 7 through 10 will survive the termination or expiration of this Agreement.

7. Warranty; Disclaimer.

7.1 Warranty. Quandri represents and warrants to Customer that (a) the Subscription Services will perform materially as described in the technical specifications set forth in the Documentation, and (b) it will perform the Professional Services in a diligent and businesslike manner using reasonable care and skill. In the event of any failure of the Subscription Services or the Professional Services to conform to the above applicable warranties, Quandri will, as Customer's sole and exclusive remedy, re-perform such Subscription Services or Professional Services.

7.2 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN SECTION 7.1: (A) THE SERVICES AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY QUANDRI TO CUSTOMER ARE PROVIDED "AS IS", "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS OF ANY KIND; (B) QUANDRI HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE; (C) QUANDRI DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE SUBSCRIPTION SERVICES WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE; AND (D) WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, QUANDRI EXPRESSLY DISCLAIMS ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER'S USE OF THE SUBSCRIPTION SERVICES (INCLUDING ALERTS AND RECOMMENDATIONS) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

QUANDRI IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD PARTY PROVIDER OF ANY SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY QUANDRI, TELECOMMUNICATIONS PROVIDERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY QUANDRI.

8. Indemnity.

8.1 By Quandri. If any action is instituted by a third party against Customer based upon a claim that any Subscription Services, as delivered, infringes any third party intellectual property rights, Quandri shall defend such action at its own expense on behalf of Customer and shall pay all damages attributable to such claim which are finally awarded against Customer or paid in settlement of such claim. Quandri may, at its option and expense, and as Customer's exclusive remedy hereunder, (a) procure for Customer the right to continue using the infringing Subscription Services, (b) replace or modify the infringing Subscription Services so that they are no longer infringing but continue to provide comparable functionality, or (c) terminate this Agreement and Customer's access to the infringing Subscription Services and refund any amounts previously paid for the infringing Subscription Services attributable to the remainder of the then-current term of this Agreement. Quandri shall have no liability to Customer for any infringement action which arises out of a breach of the terms and conditions of this Agreement by Customer or of the use of any Subscription Services (i) after it has been modified by Customer or a third party without Quandri's prior written consent, or (ii) in combination with any other service, equipment, software or process not provided by Quandri. This Section 8.1 sets forth the entire obligation of Quandri and the exclusive remedy of Customer against Quandri or any of its suppliers for any alleged infringement or adjudicated infringement of any patent, copyright or other intellectual property right by the Subscription Services.

8.2 By Customer. If any action is instituted by a third party against Quandri arising out of or relating to: (a) Customer's use of the Subscription Services (including claims by any customer or business partner of Customer); (b) Customer's breach of any of Customer's obligations, representations or warranties under this Agreement; or (c) an allegation that the Customer Data, or the use of Customer Data by Quandri pursuant to this Agreement, infringes any third party intellectual property rights, privacy rights, or other rights of any third party, or otherwise causes harm to a third party, Customer will defend such action at its own expense on behalf of Quandri and shall pay all damages attributable to such claim which are finally awarded against Quandri or paid in settlement of such claim. Customer shall have no obligation under this Section 8.2 for any claim or action that is described in Section 8.1 or arises out of a breach of this Agreement by Quandri.

8.3 Conditions. Any party that is seeking to be indemnified under the provisions of this Section 8 (an "Indemnified Party") must (a) promptly notify the other party (the "Indemnifying Party") of any third-party claim, suit, or action for which it is seeking an indemnity hereunder (a "Claim"), and (b) give the Indemnifying Party sole control over the defense of such Claim. However, if an Indemnified Party fails to notify the Indemnifying Party promptly, the Indemnifying Party will be relieved of its obligations under this Section 8 only if and to the extent that its ability to defend the Claim is materially prejudiced by such failure. The Indemnifying Party may settle or compromise a Claim without the Indemnified Party's prior approval of any such settlement or compromise only if (i) such settlement involves no finding or admission of any breach by an Indemnified Party of any obligation to any third party, (ii) such settlement has no effect on any other claim that may be made against an Indemnified Party or any defense that an Indemnified Party may assert in any such claim, and (iii) the sole relief provided in connection with such settlement is monetary damages that are paid in full by the Indemnifying Party. Upon the Indemnifying Party's assumption of the defense of such Claim, the Indemnified Party will cooperate with the Indemnifying Party in such defense, at the Indemnifying Party's expense.

9. Limitation of Liability. The following provisions have been negotiated by each party, are a fair allocation of risk, are an essential basis of the bargain under this Agreement and shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

9.1 Amount. QUANDRI'S TOTAL AGGREGATE LIABILITY FROM ANY AND ALL CLAIMS IN CONNECTION WITH OR UNDER THIS AGREEMENT IS LIMITED TO THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO QUANDRI UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION FIRST AROSE. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT SHALL QUANDRI'S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

9.2 Type. IN NO EVENT SHALL QUANDRI BE LIABLE TO CUSTOMER FOR ANY (A) SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (B) LOST SAVINGS, PROFIT, DATA, USE OR GOODWILL, (C) BUSINESS INTERRUPTION, EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (D) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. IN NO EVENT SHALL QUANDRI BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.

9.3 No Jury Trial. CUSTOMER IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT CUSTOMER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

9.4 No Participating in Class Action. CUSTOMER AGREES THAT, WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, CUSTOMER HEREBY GIVES UP ITS RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

9.5 Limitation of Time. Customer agrees that it will not bring a claim under or related to this Agreement more than 12 months from when such claim first arose.

10. General Provisions

10.1 Publicity. Subject to Customer's prior written approval, Quandri may make public announcements, including but not limited to, press releases, case studies and media announcements, of the existence of this Agreement and the relationship between the parties. Customer agrees to allow Quandri to use Customer's name and logo in customer lists, on Quandri's website, and in other promotional materials describing Customer as a customer of Quandri and user of the Subscription Services. Following successful implementation, Quandri may request Customer's participation in reference activities, including testimonials, case studies, webinars, or similar promotional efforts.

10.2 Assignment. Customer may not assign this Agreement to a third party without Quandri's prior written consent, not to be unreasonably withheld, except to a third party that controls, is controlled by or is under common control with Customer. Quandri may assign this Agreement or any rights hereunder to any third party without Customer's consent. Any assignment in violation of this Section 10.2 shall be void. Any assignment is conditional upon the assignee agreeing in writing to be bound to the terms of this Agreement which shall be binding upon and inure to the benefit of the parties' successors and permitted assignees.

10.3 Force Majeure. If the performance of any obligation under this Agreement, except non-payment of amounts due hereunder, is interfered with by reason of any circumstances beyond a party's reasonable control, including but not limited to acts of God, labor strikes and other labor disturbances, epidemics and pandemics, power surges or failures, Internet connectivity or the act or omission of any third party (each a "Force Majeure Event"), such party will be excused from such performance to the extent necessary. Each party will use reasonable efforts to implement industry standard procedures to minimize disruption of such Force Majeure Events and will use reasonable efforts to remove such causes of non-performance.

10.4 Choice of Law; Arbitration. This Agreement will be construed in accordance with and governed by the applicable governing laws set forth in the table below without regard to choice or conflicts of law rules. Any dispute or claim arising out of relating to this Agreement will be referred to and finally resolved by arbitration, administered as set forth in the table below. The number of arbitrators shall be one. The language of arbitration shall be English. Notwithstanding the foregoing, Quandri may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and Customer agrees that this Agreement is specifically enforceable by Quandri through injunctive relief and other equitable remedies without proof of monetary damages.

If Customer entity is registered in:

United States:

Governing Laws: Delaware and controlling U.S. federal law

Arbitration Administrator: International Center for Dispute Resolution (ICDR)

Arbitration Rules: ICDR's International Arbitration Rules

Place of Arbitration: Delaware, USA

Outside U.S.:

Governing Laws: British Columbia and controlling Canadian federal law

Arbitration Administrator: Vancouver International Arbitration Centre (VanIAC)

Arbitration Rules: VanIAC's applicable Rules

Place of Arbitration: Vancouver, BC, Canada

10.5 Notices. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing by email or certified mail to the address at the applicable addresses set forth in the Order Form. Notwithstanding the foregoing, each party may change its address from time to time upon written notice to the other party of the new address. Notices will be deemed to have been given upon receipt, or when delivery is refused.

10.6 Entire Agreement. Quandri reserves the right to modify these Terms at any time. Quandri will provide at least thirty (30) days' advance notice of any material changes by email to the Customer's designated contact on the Order Form or by posting a prominent notice within the Subscription Services. Non-material changes (including clarifications, typographical corrections, or administrative updates) take effect immediately upon posting. If Customer does not object and continues to use the Subscription Services after the effective date of any material modification, Customer will be deemed to have accepted the modified Terms. If Customer objects to any material modification, Customer must notify Quandri in writing prior to the modification's effective date, in which case the version of the Terms in effect at the time of Customer's most recent Order Form execution shall continue to govern indefinitely until both parties execute a written amendment agreeing to updated Terms. No modification to these Terms shall be binding on Customer without Customer's prior written consent, which may be withheld in Customer's reasonable discretion. Notwithstanding the foregoing, Quandri may modify these Terms without Customer consent solely to the extent required to comply with applicable law, with thirty (30) days' prior written notice to Customer. For the avoidance of doubt, Customer's continued use of the Subscription Services following a timely written objection shall not constitute acceptance of the modified Terms.

10.7 Severability and Waiver. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

10.8 Relationship of the Parties. The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement.

10.9 Acceptance. By executing an Order Form that references these Terms, Customer agrees to be bound by the version of these Terms identified in the Order Form. If no version is specified, the version in effect on the date the Order Form is executed shall apply.

10.10 General Interpretation. This Agreement, including the Order Form, is the entire understanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings, agreements, proposals or representations, written or oral, between the parties, as to the subject matter hereof. Any modification to an Order Form may only be made in writing signed by both parties. To the extent of any conflict or inconsistency between any Order Form and these Terms, the Order Form shall govern solely with respect to the specific matter addressed to the extent of any conflict.

Definitions. As used in this Agreement:

"Anonymized Data" means data, including Customer Data and usage data, which has been stripped of information potentially identifying Customer or which contains any Personal Information, and which has been manipulated or combined to provide generalized anonymous information.

"Brokerage Policies-in-force (PIF)" means the total number of Policies-in-force held by the Customer including all applicable polices.

"Change Order" is defined in Section 1.2.

"Confidential Information" means all information regarding a party's business, including, without limitation, technical, marketing, financial, employee, planning and other confidential or proprietary information, disclosed under this Agreement, that is clearly identified as confidential or proprietary at the time of disclosure or that the receiving party knew or should have known, under the circumstances, was considered confidential or proprietary. Quandri's Confidential Information includes information derived from or concerning the Services, the System or the Documentation and the terms of this Agreement. Customer's Confidential Information includes the Customer Data.

"Contracted Policies-in-force (PIF)" means the total number of Policies-in-force that are included in the subscription and subject to applicable Fees as set forth in any applicable Order Form(s). Contracted Policies-in-force does not include any exceptions or exclusions noted on any applicable Order Form(s). Quandri makes best efforts to maximize the processing rate of all Contracted Policies-in-force, Fees are not subject to modification based on processing rate. Contracted Policies-in-force count may be different for each Subscription Service.

"Customer Data" means any data, information or information contained in any database, template or other similar document (a) submitted by Customer or a User through the Subscription Services, (b) provided by Customer or a User to Quandri as part of the Subscription Services, or (c) supplied to Quandri by or on behalf of Customer.

"Documentation" means the designated final user manuals, handbooks, online materials, specifications or forms made available by Quandri that describe the features, functionality or operation of the Subscription Services and the System.

"Fees" is defined in Section 3.1.

"Force Majeure Event" is defined in Section 10.3.

"Order Form" means collectively the order documents representing Customer's initial subscription to the Subscription Services and purchase of Professional Services (if any), and any subsequent modifications to the subscription or purchases of Professional Services agreed to between the parties in writing from time to time, that, upon execution, are incorporated in and made a part of this Agreement from time to time.

"Personal Information" means information about or relating to an identified or identifiable individual that is subject to any Privacy Laws.

"Privacy Laws" means all applicable federal and state legislation and regulations governing the collection, use and disclosure of Personal Information in the jurisdictions where Customer has subscribed to use the Subscription Services.

"Professional Services" means any professional services to be provided by Quandri described in an Order Form.

"Quandri Property" means the Subscription Services, the System, Anonymized Data and all software, materials, formats, interfaces, information, data, content and Quandri proprietary information and technology used by Quandri or provided to Customer in connection with the Subscription Services and the Professional Services.

"Services" means, collectively, the Subscription Services and Professional Services.

"Subscription Services" means the digital workers delivered as software-as-a-service by Quandri to Customer using the System, as made available by Quandri from time-to-time as specified in the Order Form.

"Subscription Service(s) Added Mid-Term" means any component, product, services or module provided by Quandri and purchased as part of the Service as set forth in an applicable Order Form. Add-on Services may include, but are not limited to services such as eDoc Management, Daily Download, Renewal Reviews, Policy Requoting, Professional Services, etc.

"System" means the technology, including hardware, software and systems, used by Quandri to deliver the Subscription Services to Customer in accordance with this Agreement.

"Users" means Customer's employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Services on behalf of Customer.