Terms & Conditions

Version 2024.11.20

1. Sponsorship Package

1.1 The Sponsor agrees to provide the sponsorship fee or agreed goods/services in-kind as specified in the Sponsorship
Package provided.
1.2 The Organizer agrees to provide the benefits and deliverables outlined in the Sponsorship Package in return for the
agreed sponsorship contribution.

2. Payment Terms

2.1 Sponsorship fees are due in full upon signing of this Agreement unless otherwise agreed in writing.
2.2 Payments are non-refundable except as provided under Section 6 (Cancellation of the Event by the organizer).

3. Sponsor Obligations

3.1 The Sponsor agrees to provide logos, branding materials, and other necessary assets required for promotional
purposes by agreed upon date.
3.2 All promotional materials submitted by the Sponsor must be approved by the Organizer to ensure alignment with the
event’s branding and objectives.

4. Organizer Obligations

4.1 The Organizer agrees to provide the agreed benefits and deliverables as outlined in the Sponsorship Package, which
may include but are not limited to:
Logo placement in event materials and on-site signage.
Acknowledgment in press releases and digital media.
Opportunity to present, exhibit, or distribute promotional materials.
4.2 The Organizer reserves the right to make reasonable adjustments to the event agenda, promotional opportunities, or
sponsorship benefits as necessary.

5. Intellectual Property

5.1 The Sponsor grants the Organizer a non-exclusive, royalty-free license to use the Sponsor’s trademarks, logos, and
branding for the purposes of event promotion and execution.
5.2 The Sponsor retains all intellectual property rights to its trademarks, logos, and other branding assets.

6. Cancellation

6.1 If the event is canceled due to circumstances beyond the Organizer’s control (e.g., acts of God, government
restrictions, public health concerns), the Organizer shall refund the Sponsor’s fees or provide equivalent benefits at a
rescheduled event.
6.2 The Sponsor may terminate this Agreement with written notice. Termination does not entitle the Sponsor to a refund
of sponsorship fees.

7. Liability

7.1 The Organizer is not liable for any loss or damage to the Sponsor’s property during the event.
7.2 The Sponsor is responsible for any claims or liabilities arising from its participation in the event.

8. Confidentiality

8.1 Both parties agree to keep the terms of this Agreement and any confidential information shared during the
collaboration private and secure, except as required by law.

9. Governing Law

9.1 This Agreement shall be governed by and construed in accordance with the laws of [Applicable Jurisdiction].

10. Entire Agreement

10.1 This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements,
discussions, or communications related to the sponsorship of the event.
10.2 Any amendments must be made in writing and signed by both parties.

1. Payment is required upon receipt of invoice. Any payment not received within thirty (30) days of invoice shall bear
interest at the rate of 2% per month (24% per annum). Cancellation of agreement may be made in writing prior to
established material date. A cancellation fee of 50% will be applied if advertisement is cancelled after material date.
HST/GST # 752502872 RT0001 (EarthLabs Media Inc.)

This Content and Data Licence (this “Agreement”), effective as the Effective Date in which a TNM MEMBERSHIP ORDER
FORM and or a CMJ SUBCRIPTION FORM is submitted, is by and between EarthLabs Media Inc. (dba The Northern Miner
Group), an Ontario Corporation with offices located at 69 Yonge St, Toronto, ON M5E 1K3 (“Licensor”) and the
Licensee. Licensor and Licensee may be referred to herein collectively as the “Parties” or individually as a
“Party.”
WHEREAS, Licensor has compiled data and content into proprietary platforms referred to in this Agreement as (the
“Product”), and the delivery of such proprietary data and content through the Licensor’s platform each described in
the TNM MEMBERSHIP ORDER FORM and or the CMJ SUBSCRIPTION FORM; and
WHEREAS, Licensor desires to license the Product and grant access to the Licensee, and Licensee desires to license
and access the Product from Licensor, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:

1. Content and Data Licence Agreement.

Payment is required upon receipt of invoice. Any payment not received within thirty (30) days of invoice shall bear
interest at the rate of 2% per month (24% per annum). Cancellation of agreement may be made in writing prior to
established material date. A cancellation fee of 50% will be applied if advertisement is cancelled after material
date. HST/GST # 752502872 RT0001 (EarthLabs Media Inc.)

(a) Licence Grant. Subject to and conditioned on Licensee’s payment of Fees, where applicable, and compliance with
all other terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive,
non-sublicensable, and non-transferable licence during the Term to use the Product solely for Licensee’s internal
business purposes (the “Permitted Use”). The total number of users of the Licensee will not exceed the limits set
forth in the TNM MEMBERSHIP ORDER FORM or CMJ SUBSCRIPTION FORM, except as expressly agreed to in writing by the
Licensor and subject to any appropriate adjustment of the Fees payable hereunder.

(b) Use Restrictions. Licensee shall only use the Product for the Permitted Use and shall not disclose, release,
distribute, or deliver the Product, or any portion thereof, to any third party without Licensor’s prior written
consent. Any purpose or use not specifically authorized herein is prohibited unless otherwise agreed to in writing
by Licensor. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee
shall not at any time, directly, or indirectly: (i) copy, modify, or create derivative works of the Product, in
whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make
available the Product; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive
or gain access to the source of the Product or methods used to compile the Product, in whole or in part; (iv) remove
any proprietary notices included within the Product; (v) publish, enhance, or display any compilation or directory
based upon information derived from the Product; or (vi) use the Product in any manner or for any purpose that
infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or
that violates any applicable law.

(c) Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in this Agreement. Except
for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by
implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or
other right, title, or interest in or to the Product.

(d) Delivery. Licensor shall make the Product available electronically or on tangible media no more than three (3)
business days following the Effective Date, and upon receipt of user information, as required.

(e) Suspension. Notwithstanding anything to the contrary in this Agreement, Licensor may temporarily suspend
Licensee’s access to any portion or all of the Product if: (i) Licensor reasonably determines that (A) there is a
threat or attack on the Licensor or the Product, (B) Licensee’s use of the Product disrupts or poses a security risk
to the Licensor or Product or to any customer or vendor of Licensor, (C) Licensee is using the Product for
fraudulent or illegal activities, (D) subject to applicable Law, Licensee has ceased to continue its business in the
ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the
subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (E) Licensor’s
provision of the Product to the Licensee is prohibited by applicable law; (ii) any vendor of Licensor has suspended
or terminated Licensor’s access to or use of any third-party services or products required to enable Licensee to
access the Product. Licensor shall use commercially reasonable efforts to provide written notice of any Suspension
to Licensee and to provide updates regarding resumption of access to the Product following any Suspension. Licensor
shall use commercially reasonable efforts to resume providing access to the Product as soon as reasonably possible
after the event giving rise to the Suspension is cured.
Licensor will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any
other consequences that Licensee may incur as a result of Suspension.

(f) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Licensor may monitor
Licensee’s use of the Product and collect and compile Aggregated Statistics data as described in its Privacy Policy,
which is incorporated into this Agreement by reference. Licensee consents to the collection and use of such data in
accordance with the Privacy Policy. As between Licensor and Licensee, all rights, title, and interest in Aggregated
Statistics, and all intellectual property rights therein, belong to and are retained solely by Licensor. Licensee
acknowledges that Licensor may compile Aggregated Statistics based on Licensee data input into the Product. Licensee
agrees that Licensor may (i) make Aggregated Statistics publicly available in compliance with applicable Law, and
(ii) use Aggregated Statistics to the extent and in the manner permitted under applicable Law; provided that such
Aggregated Statistics do not identify Licensee or Licensee’s confidential information.

Licensor will implement and maintain reasonable security measures to protect Licensee data from unauthorized access,
disclosure, or loss. Licensee acknowledges and agrees to Licensor’s data practices as described in the Privacy
Policy.

2. Fees and Payment.

(a) Fees. Licensee shall pay Licensor the fees (“Fees”), where applicable, set forth in the TNM MEMBERSHIP ORDER
FORM and or the CMJ SUBSCRIPTION FORM without offset or deduction. Licensee shall make all payments hereunder in
Canadian dollars, United States dollars (depending on where the Licensee is domiciled), or in the form of currency
listed on the TNM MEMBERSHIP ORDER FORM and or the CMJ SUBCRIPTION FORM. Where applicable, all fees paid by the
Licensee will be processed immediately upon submission of the TNM MEMBERSHIP ORDER FORM and or the CMJ SUBSCRIPTION
FORM. If Licensee fails to make any payment when due, in addition to all other remedies that may be available: (i)
Licensor may charge interest on the past due amount at the rate of nineteen percent (19%) per annum calculated daily
and compounded monthly or, if lower, the highest rate permitted under applicable law; and (ii) if such failure
continues for thirty (30) days following written notice thereof, Licensor may prohibit access to the Product until
all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Licensee
or any other person by reason of such prohibition of access to the Product.

(b) Taxes. All Fees and other amounts payable by Licensee under this Agreement are exclusive of taxes and similar
assessments. Licensee is responsible for all goods and services tax, harmonized sales tax,
provincial/state/territorial sales tax, use and excise taxes, and any other similar taxes, duties, and charges of
any kind imposed by any federal, provincial, territorial, or local governmental or regulatory authority on any
amounts payable by Licensee hereunder, other than any taxes imposed on Licensor’s income.

(c) Shipping & Handling. Licensee is responsible for paying Shipping & Handling fees, where applicable, when
Licensee elects to receive physical copies of any Product. Licensor reserves the right to select shipping method and
shipping service provider.

Shipping & Handling fees cover the cost of transporting the Product from Licensor’s office location or a
location designated by the Licensor to the designated delivery address provided by the Licensee during the checkout
process.
Licensor is not liable for delays caused by factors outside of Licensor’s control, such as, but not limited to,
natural disasters, adverse weather conditions, customs delays, or transportation disruptions.
Licensee is responsible for providing accurate and complete shipping information when submitting the TNM MEMBERSHIP
ORDER FORM and or the CMJ SUBSCRIPTION FORM. Any errors or omissions may result in delays or additional charges, for
which the Licensor shall not be held liable.
In certain cases, additional charges such as customs duties, taxes, or surcharges may apply depending on the
destination country’s regulations. Licensee is solely responsible for paying these additional charges.
Licensor reserves the right to refuse shipping to certain locations or impose additional shipping fees for remote or
inaccessible areas. In such cases, Licensor will notify Licensee before processing the order.

(d) Product Trials. Licensee may Trial the Product for a period of fourteen (14) days without paying any Fees.
License is responsible for cancelling the Trial if Licensee does not want to upgrade to full Product access.
Licensee is only permitted one Product trial every 365-day period determined based on the Effective Date of this
Agreement.

(e) Refunds. All Fees paid by Licensee for the Product are non-refundable, including Shipping & Handling Fees.
Licensor reserves the right to provide refunds at its discretion.

3. Confidential Information and Data Security.

(a) Confidential Information. From time to time during the Term, either Party may disclose or make available to the
other Party information about its business affairs, products, confidential intellectual property, trade secrets,
third-party confidential information, and other sensitive or proprietary information, whether orally or in written,
electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or
otherwise identified as “confidential” (collectively, “Confidential Information”). Without limiting the foregoing,
for purposes of this Agreement, the Product will be deemed Confidential Information of Licensor. Confidential
Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to
the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a
non-confidential basis from a third party; or (iv) independently developed by the receiving Party. The receiving
Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the
receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise
its rights or perform its obligations hereunder.
Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required in
order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with
applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written
notice to the other Party and made a reasonable effort to obtain a protective order; or to establish a Party’s
rights under this Agreement, including to make required court filings. On the expiration or termination of the
Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written,
electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies
and certify in writing to the disclosing Party that such Confidential Information has been destroyed.
Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective
Date and will expire five (5) years from the date first disclosed to the receiving Party; provided, however, with
respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such
obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such
Confidential Information remains subject to trade secret protection under applicable law.

(b) Data Security. Licensee shall use all legal and regulatory, and reasonable organizational, physical,
administrative, and technical measures, and security procedures to safeguard and ensure the security of the Product
and to protect the Product from unauthorized access, disclosure, duplication, use, modification, or loss.

(c) Data Breach Notification. In the event of a data breach that affects Licensee’s data, Licensor will notify
Licensee without undue delay and no later than 72 hours after becoming aware of the breach, where feasible. The
notification will include, at a minimum: (i) a description of the nature of the data breach, (ii) the categories and
approximate number of data subjects concerned, (iii) the categories and approximate number of data records
concerned, (iv) the likely consequences of the data breach, and (v) the measures taken or proposed to be taken by
Licensor to address the data breach, including measures to mitigate its possible adverse effects. Licensor will
cooperate with Licensee and provide all necessary information and assistance as reasonably requested by Licensee to
meet any obligations under applicable data protection laws, including but not limited to, assisting with any
notifications to data subjects or data protection authorities.

4. Intellectual Property Ownership.

Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all right, title, and interest,
including all intellectual property rights, in and to the Product. Licensee further acknowledges that: (a) the
Product is an original compilation protected by Canadian copyright laws; (b) Licensor has dedicated substantial
resources to collect, manage, and compile the Product; and (c) the Product constitutes trade secrets of Licensor.
Licensor may terminate this Agreement without advance notice to Licensee or an opportunity for Licensee to cure and
without further obligation or liability if Licensee contests any of Licensor’s right, title, or interest in or to
the Data, including without limitation, in a judicial proceeding anywhere throughout the world.

5. Disclaimer of Warranties and Conditions.

THE PRODUCT IS PROVIDED “AS IS” AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS,
IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS OR WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES AND CONDITIONS
ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE PRODUCT OR
RESULTS OF ITS USE, WILL MEET LICENSEE’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE
ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE,
COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

6. Indemnification.

(a) Licensor Indemnification. (i) Licensor shall indemnify, defend, and hold harmless Licensee from and against any
and all losses, damages, liabilities, or costs (including reasonable legal fees) (“Losses”) incurred by Licensee
resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that Licensee’s Permitted
Use of the Product infringes or misappropriates such third party’s Canadian intellectual property rights,
copyrights, or trade secrets, provided that Licensee promptly notifies Licensor in writing of the claim, cooperates
with Licensor, and allows Licensor sole authority to control the defence and settlement of such claim. (ii) If such
a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor’s sole discretion, to (A)
modify or replace any such infringing part or feature of the Product to make it non-infringing, or (B) obtain rights
to continue its use. If Licensor determines that none of these alternatives are reasonably available, Licensor may
terminate this Agreement, in its entirety or with respect to the affected part or feature of the Product, effective
immediately on written notice to Licensee. (iii) This Section 6(a) will not apply to the extent that the alleged
infringement arises from (A) use of the Product in combination with data, software, hardware, equipment, or
technology not provided by Licensor or authorized by Licensor in writing or (B) Licensee’s violation of Section 1(b)
of this Agreement.

(b) Licensee Indemnification. Licensee shall indemnify, hold harmless and, at Licensor’s option, defend Licensor
from and against any Losses resulting from any Third- Party Claim based on Licensee’s: (i) negligence or wilful
misconduct; or (ii) use of the Product in a manner not authorized by this Agreement, provided that Licensee may not
settle any Third-Party Claim against Licensor unless such settlement completely and forever releases Licensor from
all liability with respect to such Third-Party Claim or unless Licensor consents to such settlement, and further
provided that Licensor shall have the right, at its option, to defend itself against any such Third-Party Claim or
to participate in the defence thereof by counsel of its own choice.

(c) Sole Remedy. THIS SECTION 6 SETS FORTH LICENSEE’S SOLE REMEDIES AND LICENSOR’S SOLE LIABILITY AND OBLIGATION FOR
ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE DATA INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY
INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
7. Limitations of Liability. IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER
ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND
OTHERWISE, FOR ANY (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES, (b)
INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, (c) LOSS OF GOODWILL OR
REPUTATION, (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR
SYSTEM SECURITY, OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS
ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO
EVENT WILL LICENSOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE
THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL
AMOUNTS PAID TO LICENSOR UNDER THIS AGREEMENT IN THE YEAR PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. Term and Termination.

(a) Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to
any of the Agreement’s express provisions, will continue in effect until the end of the term as defined in the TNM
MEMBERSHIP ORDER FORM and or the CMJ SUBSCIPTION FORM (the “Initial Term”). When applicable, this Agreement will
automatically renew at then current Product pricing rates at the end of the term for an additional term equal to the
original term unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the
other Party written notice of non-renewal at least fourteen (14) days prior to the expiration of the then-current
term (each a “Renewal Term” and together with the Initial Term, the “Term”).

(b) Termination. In addition to any other express termination rights set forth elsewhere in this Agreement: (i)
Licensor may terminate this Agreement, effective on written notice to Licensee, if Licensee: (A) fails to pay any
amount when due hereunder, and such failure continues more than thirty 30 days after Licensor’s delivery of written
notice thereof; or (B) breaches any of its obligations under Section 1(b) or Section 4; (ii) either Party may
terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches
this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30)
days after the non-breaching Party provides the breaching Party with written notice of such breach; or (iii) either
Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other
Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files
or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject,
voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C)
makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a
receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take
charge of or sell any material portion of its property or business.

(c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, the licence
granted hereunder will also terminate and, without limiting Licensee’s obligations under Section 4, Licensee shall
cease using and delete, destroy, or return all copies of the Product and certify in writing to the Licensor that the
Product has been deleted or destroyed. No expiration or termination will affect Licensee’s obligation to pay all
Fees that may have become due before such expiration or termination or entitle Licensee to any refund.

(d) Survival. This Section 8(d) and Section 2 (Fees and Payment), Section 3 (Confidential Information), Section 6
(Indemnification) and Section 7 (Limitations of Liability), survive any termination or expiration of this Agreement.
No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

9. Entire Agreement.

This Agreement, together with any other documents incorporated herein by reference and all related Exhibits,
constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and
supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both
written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made
in the body of this Agreement, the related Exhibits and any other documents incorporated herein by reference, the
following order of precedence governs: (i) this Agreement, excluding its Exhibits; (ii) the Exhibits to this
Agreement as of the Effective Date; and (iii) any other documents incorporated herein by reference.

10. Notices.

All notices, requests, consents, claims, demands, waivers, summons, and other legal process, and other
communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing
and addressed to the other Party (or to such other address that may be designated by the Party giving Notice from
time to time in accordance with this Section).
Notices sent in accordance with this Section 10 will be deemed effectively given: (a) when received, if delivered by
hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier,
signature required; (c) when sent by email with confirmation of transmission).

11. Force Majeure.

In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any
failure or delay in performing its obligations under this Agreement, (except for any obligations to make payments),
if and to the extent such failure or delay is or results from acts or circumstances beyond the impacted party’s
(“Impacted Party”) reasonable control including, without limitation, the following force majeure events (“Force
Majeure Event(s)”): (a) acts of God; (b) flood, tsunami, fire, earthquake, explosion; (c) epidemics, pandemics (d)
war, invasion, hostilities (whether ware is declared or not), terrorist threats or acts, riot, or other civil
unrest; (e) government order, law, or actions; (f) embargoes or blockades in effect on or after the date of this
Agreement; (g) national or regional emergency; (h) shortage of adequate power or telecommunications or
transportation facilities (i) other events beyond the control of the Impacted Party. The Impacted Party shall give
notice within thirty (30) days of the Force Majeure Event to the other Party, stating the period of time the
occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and
ensure the effects of such Force Majeure Event are minimized.

12. Amendments and Modifications.

No amendment to or modification of this Agreement is effective unless it is in writing and identified as an
amendment to this Agreement and signed by an authorized representative of each Party.

13. Waiver.

No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in
writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to
exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate
or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege
hereunder shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or
privilege.

14. Severability.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such
invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or
invalidate or render unenforceable such term or provision in any other jurisdiction.

15. Governing Law.

This Agreement and all related documents, including all exhibits attached hereto, and all matters arising out of or
relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in
accordance with, the laws of the Province of ONTARIO and the federal laws of Canada applicable therein.

16. Choice of Forum.

Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating
to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and
all contemplated transactions, shall be instituted in the courts of the Province of ONTARIO, and each Party
irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or
proceeding. Service of process, summons, notice, or other document by mail to such Party’s address set forth herein
shall be effective service of process for any suit, action, litigation, or other proceeding brought in any such
court. Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

17. Assignment.

Licensee may not assign or transfer any of its rights or delegate any of its obligations under this Agreement, in
each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of
Licensor. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its
obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and their
respective permitted successors and assigns.

18. Successors and Assigns.

This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted
successors and permitted assigns.

19. Equitable Relief.

Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under
Section 4 (Confidential Information) or, in the case of Licensee, Section 1(b) would cause the other Party
irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such
breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an
injunction, specific performance, and any other relief that may be available from any court, without any requirement
to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy.
Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or
otherwise.