DEEP CORE TERMS OF SERVICE

This Agreement was last updated on November 28, 2025.

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This Deep Core terms of service (“Terms of Service”, together with any Order Forms, attachments and exhibits, collectively the “Agreement”) forms an agreement between the customer (such customer, the “Customer”, “you” or “your”) accessing, downloading, installing or otherwise using the Deep Core Platform (defined below) and Deep Core Technology Limited (“Deep Core”, “we”, “us” or “our”), the supplier of the Deep Core Offering (defined below). This Agreement is entered into on the earlier of the date Customer first uses any part of the Deep Core Offering and the date Customer agrees to be bound by this Agreement (the “Effective Date”). Deep Core and Customer will be referred to together as the “Parties” and each a “Party”.

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This Agreement sets forth the terms and conditions that govern the provision and use of the Deep Core Offering.

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BY USING ANY DEEP CORE OFFERING (INCLUDING THE WEBSITE), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 13(k). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE DEEP CORE OFFERING. CUSTOMER REPRESENTS AND WARRANTS TO DEEP CORE THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE DEEP CORE OFFERING ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO DEEP CORE THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

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Definitions
1. “Account Information” means information about you that you provide to us in connection with the creation or administration of Customer User Account. For example, Account Information includes BCI, usernames, and billing information associated with Customer User Account.
2. “Administrator User(s)” means those employees of Customer that are authorized by Customer to create Customer User Accounts on Customer’s behalf through an Administrator User Account.
3. “Administrator User Account” means the administrator account for use by an Administrator User.
4. “Affiliate” means, with respect to a Party, any corporation or other legal entity which is directly or indirectly controlling or controlled by, or under common control with that Party. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity.
5. “Anonymous Data” means data that is non-identifiable as to any individual and otherwise does not constitute “personal information” under Privacy Law.
6. “Applicable Law” means applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any Governmental or Regulatory Authority.
7. “BCI” means Customer’s and its Permitted Users’ names, work titles, work phone numbers, and work email addresses associated with Customer User Account.
8. “Claim” means any actual, threatened or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding or any other claim or demand.
9. “Customer Data” means any data (other than Anonymous Data and Usage Data), information, content, records, and files that Customer or any of its Permitted Users loads or enters into, transmits to, or makes available to the Deep Core Offering.
10. “Customer Personal Information” means Customer Data that is Personal Information.
11. “Customer User Accounts” means:
  1. each user account created by an Administrator User for those active employees of Customer that are permitted by Customer to access and use the Deep Core Platform; and
  2. Administrator User Accounts.
12. “Deep Core Offering” means the Products and Services, collectively and any part of them. The term “Deep Core Offering” does not include Third Party Products, output, Pilots or beta services.
13. “Deep Core Platform” means the services through:
  1. which Deep Core hosts and makes available Deep Core's data visualization software-as-a-service offering as described in an Order Form; and
  2. any component or Modification of the services referred to in (i).

The term “Deep Core Platform” does not include Professional Servicesand Support Services. The term “Deep Core Services” does not include any Customer Data, Pilots, beta services, Services, output, or Third Party Products.

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“Deliverable” means a deliverable provided to Customer as a result of Professional Services.
“Documentation” means Deep Core's manuals, instructions or other documents or materials listed in an Order Form that Deep Core provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the Deep Core Offering, including any aspect of the installation, configuration, integration, operation, use, support or maintenance of them.
“Governmental or Regulatory Authority” means any national, provincial, state, county, municipal, quasi-governmental, or self-regulatory department, authority, organization, agency, commission, board, tribunal, regulatory authority, dispute settlement panel or body, bureau, official, minister, Crown corporation, court or other law, rule or regulation-making entity having or purporting to have jurisdiction over any person or matter related to this Agreement.
“Initial Subscription Term” means the initial Subscription Term for the Products as set out in the applicable Order Form or invoice (where applicable).
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Loss” or “Losses” means any and all losses, damages, Claims, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
“Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations.
“Order Form” means any Deep Core-provided ordering document, online registration, order description or order confirmation referencing this Terms of Service.
“Permitted Purpose” has the meaning set out in Section 2(c).
“Permitted User(s)” means individuals with a Customer User Account.
“Personal Information” means information about an identifiable individual.
“Pilots” has the meaning set out in Section 2(a)(ii).
“Privacy Law” means any Applicable Law that governs the privacy or security of Customer Personal Information.
“Process” and its variants means to collect, use, modify, retrieve, disclose, retain, store, delete or manage.
“Products” means the Deep Core Platform. The term “Products” does not include Services, Third Party Products, output, Pilots or beta services.
“Professional Services” means the consulting, training and other professional services described in an Order Form.
“Prohibited Data” means any Customer Personal Information.
“Renewal Subscription Term” means each recurring twelve (12) month period following expiration of the Initial Subscription Term, unless a different time period is specified in an applicable Order Form or invoice (where applicable).
“Services” means the Professional Services, Support Services and Transition Services, collectively or any part of them. The term “Services” does not include Products, Third Party Products, output, Pilots or beta services.
“Subscription” means a subscription to the Products specified in one or more Order Forms.
“Subscription Commencement Date” means the date for commencement of the Subscription to the applicable Products as set out in the applicable Order Form agreed to by the Customer.
“Subscription Term” means the Initial Subscription Term and all applicable Renewal Subscription Terms.
“Term” means the Initial Term and any Renewal Term.
“Third Party Products” means third party products that are licensed under separate license terms and not under this Agreement and any other third party products or services.
“Usage Data” means information and other data that is collected or generated by Deep Core related to how individual users interact with the Deep Core Offering, including frequency and duration of usage, specific features or functions accessed, user preferences and patterns of behavior. Usage Data does not include any Customer Personal Information.
“Website” means any websites used by Deep Core to provide the Deep Core Platform, including the website(s) located at https://www.deepcoretech.com/, https://app.deepcoretech.com/pluto or such other websites that Deep Core uses to provide the Deep Core Platform as revised or updated by Deep Core from time to time.

The Deep Core Offering
1. Provisioning of the Deep Core Platform.
  1. Deep Core Platform. Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of the Agreement, Deep Core hereby grants Customer a revocable, limited, non-exclusive, non-transferable, non-sublicensable (except as permitted herein to Permitted Users) right to access and use the Deep Core Platform during the applicable Subscription Term, solely for use by Permitted Users in accordance with the terms and conditions herein. Such use is limited to the Permitted Purpose. Each Order Form sets out the minimum for the specific Products and Services being purchased during the Subscription Term.
  2. Pilot. At Customer’s request (including via an Order Form or invoice (where applicable), Deep Core may make available to Customer trial, pilot or evaluation use of the applicable Product, including services, software, or features that may not yet be generally available, including pre-release, proof of concept, or beta versions of the foregoing which may not operate correctly (collectively, “Pilots”). Pilots may include partial features or functionality of the applicable Product. The Pilot will be for the period set out in the Order Form. Customer may access and use Pilots solely for the purpose of evaluating and testing the applicable Product and related features. Except for paid Pilots or otherwise set out in an Order Form, Deep Core may terminate Customer’s access to and use of any Pilot at any time. Except for Customer-paid Pilots: (i) without liming the disclaimer in this Agreement, Pilots are provided “as is” without Support Services, indemnification, or warranty of any kind, whether express, implied, statutory, or otherwise, and (ii) notwithstanding Section 11 (Limitation of Liabilities) or any other provision of this Agreement, Deep Core’s maximum aggregate liability under any Pilot shall be capped at one (1) hundred Canadian dollars ($100CAD).
2. Restrictions on Use. Customer will not itself, and will not permit others to:
  1. sub-license, sell, rent, lend, lease or distribute the Deep Core Offering or any Intellectual Property Rights therein, or otherwise make the Deep Core Offering available to any third parties other than its Permitted Users in accordance with this Agreement;
  2. use or access the Deep Core Offering:
    1. in violation of any Applicable Law or Intellectual Property Rights;
    2. in a manner that threatens the security or functionality of the Deep Core Offering; or
    3. for any purpose or in any manner not expressly permitted in this Agreement;
  3. use or access the Deep Core Offering to create, transmit, or Process any Customer Data that:
    1. Customer does not have the lawful right to create, transmit or Process;
    2. contains any Prohibited Data; or
    3. violates any Applicable Law, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); or
  4. input, upload, transmit or otherwise provide to or through the Deep Core Offering any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
  5. use or access the Deep Core Offering for purposes of benchmarking or competitive analysis of the Deep Core Offering;
  6. use or access the Deep Core Offering for the purpose of building a similar or competitive product or service; or
  7. perform any vulnerability, penetration or similar testing of the Deep Core Offering.
3. Permitted Purpose. Customer may access and use the Deep Core Platform solely for Customer’s internal use or such other additional permitted purpose as may be set out in an applicable Order Form or invoice (where applicable) (“Permitted Purpose”).
4. Suspension of Access; Scheduled Downtime; Modifications. Deep Core may from time to time and in its discretion, without limiting any of its other rights or remedies under this Agreement, or at law or in equity:
  1. suspend Customer’s access to or use of the Deep Core Offering or any component of them:
    1. for scheduled maintenance;
    2. due to a Force Majeure Event;
    3. if Deep Core believes in good faith that Customer or any of its Permitted Users has violated any provision of this Agreement;
    4. to address any emergency security concerns;
    5. if required to do so by a Governmental or Regulatory Authority or as a result of a change in Applicable Law; or
    6. for any other reason as provided in this Agreement; and
  2. make any Modifications to the Deep Core Offering provided that such Modifications do not reduce the material functionality of the Deep Core Offering.

Customer accepts all patches, bug fixes and updates made by or on behalf of Deep Core to the Deep Core Offering.

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Subcontracting. Deep Core may engage third parties to provide the Deep Core Offering or any part of them. The delegating or subcontracting of all or any part of Deep Core's obligations under this Agreement to any subcontractor will not relieve Deep Core from any obligation or liability under this Agreement. Deep Core will, subject to any confidentiality provisions under this Agreement or otherwise upon Customer’s request, make available to Customer a list of Deep Core's subcontractors who Process Customer Personal Information to provide the Deep Core Offering (“Sub-processors”), together with a description of the nature of services provided by each Sub-processor.
Third Party Products. In the event that Customer uses or accesses Third Party Products in connection with its use of the Deep Core Offering, Customer acknowledges and agrees that any terms, conditions, warranties or representations associated with such Third Party Products are solely between Customer and the applicable Third Party Product provider. Deep Core will have no liability, obligation or responsibility for Customer’s use of or access to such Third Party Products.
Professional Services. Deep Core will use commercially reasonable efforts to perform the Professional Services set out in an applicable Order Form. The Parties may also set out Deliverables to be delivered by Deep Core in an applicable Order Form. Customer acknowledges and agrees that Deep Core’s performance of the Professional Services is dependent on Customer’s performance of certain activities and tasks as may be reasonably requested by Deep Core to facilitate Deep Core’s timely performance of the Professional Services, including, without limitation, providing Deep Core with access to sufficiently qualified employees of Customer (“Dependencies”). Deep Core will not be liable for any delay or non-performance of any Professional Services caused by Customer’s non-performance or inadequate performance of any Dependencies. All Professional Services will be performed remotely unless otherwise indicated in the Order Form as being an on-site provided service. Within 5 business days of Deep Core’s delivery of a Deliverable, Customer will provide Deep Core with written notice of its acceptance or rejection of such Deliverable. If Customer rejects any such Deliverable, Deep Core will correct the deficiencies set out in Customer’s notice of rejection for such Deliverable. Once Deep Core has notified Customer that it has completed such corrections, Customer will have 5 business days from the date of such notice to re-test the Deliverable. If Customer uses any Deliverable delivered by Deep Core or fails to give notice of acceptance or rejection within the time period set out herein, such use of any Deliverable or failure to give notice of acceptance or rejection will constitute Customer’s deemed acceptance of such Deliverable (provided such acceptance shall not be deemed to be waiver of any otherwise breach or liability under this Terms of Service).

Reservation of Rights and License Grants
1. Subject to the rights granted in this Section 3 , Customer retains all right, title and interest in and to Customer Data, including any Intellectual Property Rights in Customer Data.
2. Customer grants Deep Core a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up license during the Term to Process Customer Data to: (i) provide the Deep Core Offering and perform its obligations under this Agreement; (ii) with the exception of Customer Personal Information, develop and improve the Deep Core Offering and other Deep Core Property and new offerings; and (iii) produce or generate Usage Data and Anonymous Data. Deep Core may Process the Anonymous Data and Usage Data for any purpose and without restriction or obligation to Customer of any kind. Anonymous Data and Usage Data are not Customer Data and are not Customer’s Confidential Information.
3. Deep Core or its licensors retain all right, title and interest, including any Intellectual Property Rights in and to:
  1. the Deep Core Offering;
  2. Anonymous Data;
  3. Usage Data;
  4. any reports or Deliverables generated from the Deep Core Offering;
  5. Deep Core's Confidential Information;
  6. Documentation; and
  7. any Modifications to the foregoing (i) to (vi),

(collectively “Deep Core Property”).

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To the extent that Customer or any of its Permitted Users submit ideas, suggestions, documents, or proposals regarding the Deep Core Offering to Deep Core (“Feedback”), Customer acknowledges and agrees that:
1. the Feedback does not contain confidential or proprietary information and Deep Core is not under any obligation of confidentiality with respect to the Feedback; and
2. Deep Core will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to Customer for such use.
Subject to the terms and conditions of this Agreement, Deep Core hereby grants to Customer a revocable, non-exclusive, non-transferable, non-sub-licensable (other than to Permitted Users as provided herein), limited license during the Subscription Term to use the Documentation, reports or Deliverables solely for the purpose of use and receipt of the Deep Core Offering.

Privacy
1. Customer will only provide Account Information to Deep Core under this Agreement.
2. Subject to Section 4(a) and Section 2(b)(iii)(B), the Parties will comply with their respective obligations under Privacy Law that apply to their Processing of Customer Personal Information.
3. In some jurisdictions, BCI is considered Personal Information. For any BCI that is considered Personal Information under applicable Privacy Laws, in the course of Processing Account Information, Deep Core will:
  1. only Process BCI for the purpose of fulfilling Deep Core's obligations and exercising its rights under the Agreement or as otherwise required or permitted by Applicable Law;
  2. implement reasonable physical, technological and organizational measures designed to safeguard BCI against loss or theft and unauthorized access, use or disclosure;
  3. notify Customer without undue delay upon becoming aware of a breach of the security safeguards outlined in Section 4(c)(ii) that results in the loss, theft, unauthorized access to or unauthorized disclosure of BCI (“Security Incident”) and taking into account the nature of Deep Core's Processing of BCI, provide reasonably requested assistance to Customer in responding to the Security Incident;
  4. except to the extent legally prohibited, promptly notify Customer of any enquiry or complaint received from a Permitted User relating to the Permitted User’s rights under Privacy Law with respect to the Processing of their BCI, and taking into account the nature of Deep Core's Processing of BCI, provide reasonably requested assistance to Customer in responding to the request; and
  5. upon the termination of this Agreement, Deep Core will comply with the retention and destruction requirements set out in Section 12(c)(v) of this Agreement.
Customer User Account; Responsibility for Permitted Users
1. In order for Customer to access and use the Deep Core Platform, Deep Core will issue one or more Administrator User Accounts to Customer that provides the Administrator User with the capability to create user accounts for Permitted Users on Customer’s behalf.
2. Customer is responsible for identifying and authenticating all its Permitted Users and for ensuring only Permitted Users access and use the Deep Core Platform. Customer will promptly notify Deep Core of any actual or suspected unauthorized use of the Deep Core Platform. Deep Core reserves the right to deactivate or replace a Customer User Account if it determines that a Customer User Account may have been used for an unauthorized purpose.
3. Customer will ensure that all its Permitted Users are contractually bound to terms and conditions with Customer that are no less restrictive or protective of Deep Core's rights than those set out in this Agreement.
4. Customer will be responsible for the compliance by its Permitted Users with this Agreement, all fees and charges incurred by its Permitted Users in connection with access to and use of the Deep Core Platform, and any and all activity occurring under the Customer User Accounts associated with its Permitted Users, including access to and use of the Deep Core Platform.
Support Services

Customer will generally have access to Deep Core's technical support: (i) from 8am Pacific Standard Time to 5pm Pacific Standard Time, each Monday to Friday (excluding statutory and civic holidays observed in Vancouver, British Columbia, Canada); and (ii) via email at support@deepcoretech.com (“Support Services”). Deep Core may amend the Support Services from time to time in its sole discretion.

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Fees and Payment
1. Fees. Customer will pay to Deep Core the fees described in the Order Forms or invoice (where applicable) (the “Fees”). Unless otherwise noted on an Order Form: (i) all Fees identified are in the currency set out in the applicable Order Form or invoice (where applicable); (ii) Fees are non-cancelable and non-refundable; and (iii) quantities purchased cannot be decreased during the relevant Subscription Term. If Customer’s use of the Deep Core Offering exceeds the service capacity set forth on an Order Form, invoice (where applicable) or otherwise requires the payment of additional fees (pursuant to the terms of this Agreement), Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement.
2. Changes to the Fees. Deep Core reserves the right to change the Fees and institute new charges on each anniversary of the Effective Date upon providing not less than 30 days prior notice to Customer.
3. Invoicing. Deep Core will prepare and send to Customer, at the then-current contact information on file with Deep Core, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts within 30 calendar days of the invoice date.
4. Disputed Invoices or Charges. If Customer believes Deep Core has charged or invoiced Customer incorrectly, Customer must contact Deep Core no later than 30 days after having been charged by Deep Core or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
5. Late Payment. Except as provided in Section 7(d), Customer may not withhold or setoff any amounts due under this Agreement. If Customer fails to make any payment when due, without limiting Deep Core’s other rights and remedies, Deep Core may: (i) charge interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid; and (ii) if Customer fails to cure any nonpayment of undisputed Fees within 10 days after Deep Core’s notice to Customer, Deep Core, may in its discretion, without limiting any of its other rights or remedies under this Agreement, or at law or in equity: (A) suspend Customer’s and its Permitted Users’ access to any portion or all of the Deep Core Offering until such amounts are paid in full; or (B) terminate the Agreement immediately on notice (which may be sent by electronic means to the account administrator), without incurring any obligation or liability to Customer or any other person by reason of such suspension or termination.
6. Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including any applicable interest and penalties) payable in connection with the transactions contemplated by this Agreement, other than taxes based on the net income or profits of Deep Core.
7. Suspension. Any suspension of the Deep Core Offering by Deep Core pursuant to this Agreement will not excuse Customer from its obligation to make payments under this Agreement.
8. Payment Processor. Payment and collection of Fees may be enabled through and executed by third party payment processors. Customer may be required to agree to terms and conditions as required by such third-party payment processor from time to time. Prior to using the Deep Core Offering and any components thereof, Customer must have all applicable such third-party payment processor’s terms and conditions in effect. By using the Deep Core Offering or any component thereof, Customer acknowledges it must be in full compliance with the terms and conditions of such third-party payment processor and be in good standing with such third party payment processor. Notwithstanding the above, to the extent that the Customer does not agree to the terms of the third-party payment processor designated by Deep Core, the Parties will agree on an alternate payment method.
Confidential Information
1. Definitions. For the purposes of this Agreement, a Party or any of its Affiliates, customers, employees, licensors or suppliers receiving Confidential Information will be “Recipient”, the Party disclosing such information will be “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its Affiliates, and in the case of Deep Core, any of its subcontractors, service providers, licensors or customers that has or will come into the possession or knowledge of Recipient in connection with or as a result of entering into this Agreement, including information concerning Discloser’s past, present or future customers, suppliers, technology or business, Deep Core Property, this Agreement and where Discloser is Customer, Customer’s Confidential Information includes Customer Data. Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does not include any information that: (i) is publicly available prior to it being obtained by or becoming known to Recipient, or that subsequently becomes publicly available through no breach of this Agreement by Recipient; (ii) Recipient can demonstrate (through written records) was known to it prior to it being obtained by or becoming known to Recipient in connection with or as a result of entering into this Agreement; (iii) becomes known to Recipient from a third party, where Recipient had no reason to believe that such third party had any obligation of confidence with respect to such information, but only until Recipient subsequently comes to have reason to believe that such information was subject to an obligation of confidence; or (iv) Recipient can demonstrate (through written records) was developed independently by it or by individuals employed or engaged by Recipient who did not have any access to, or the benefit of, the Confidential Information of Discloser.
2. Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times following the Term it will:
  1. not disclose Confidential Information of Discloser to any person without the express written consent of Discloser, except: (A) if Recipient is Customer, to its own employees, Permitted Users, or such other recipients as Deep Core may approve in writing; or (B) if Recipient is Deep Core, to its and its Affiliate’s employees, contractors, advisors, consultants, officers, directors, partners, shareholders, agents and their respective successors or permitted assigns, or such other recipients as Customer may approve in writing, provided that any person described in Section 8(b)(i)(A) or Section 8(b)(i)(B) must have a “need to know” for the purposes of receiving or providing the Deep Core Offering or otherwise performing obligations or exercising rights under this Agreement, be informed of the confidential nature of the Confidential Information, be directed to hold the Confidential Information in confidence and agree in writing, or otherwise be legally bound, to comply with confidentiality obligations in respect of such Confidential Information that are no less stringent than the provisions of this Agreement;
  2. not use Confidential Information of Discloser or permit it to be used for any purpose except to exercise its rights or perform its obligations under this Agreement;
  3. not alter or remove from any Confidential Information of Discloser any proprietary legend; and
  4. take measures to protect the confidentiality and security of the Confidential Information of Discloser that are no less stringent than the measures it takes to protect its own Confidential Information of comparable sensitivity.
3. Exceptions to Confidentiality. Notwithstanding Section 8(b), Recipient may disclose Discloser’s Confidential Information:
  1. if and to the extent legally compelled or required by a Governmental or Regulatory Authority or otherwise required by Applicable Law, provided that Recipient must first: (A) provide Discloser with prompt prior written notice of such compelled disclosure (except where prohibited by Applicable Law from doing so) to give Discloser the opportunity to oppose such disclosure; and (B) reasonably cooperate with Discloser in assisting Discloser to protect against or limit any such disclosure, including, where feasible, obtaining a protective order narrowing the scope of such disclosure and use of the Confidential Information. Thereafter, Recipient may disclose the Confidential Information of Discloser, but only to the extent required and subject to any protective order that applies to such disclosure;
  2. to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or
  3. in the case of Deep Core, to: (i) potential assignees, acquirers or successors of Deep Core if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Deep Core; and (ii) its subcontractors and Sub-processors in order to provide the Deep Core Offering, provided that such disclosed Customer’s Confidential Information remains subject to the confidentiality protections in this Section.
4. Injunction and other equitable relief. Each of the Parties acknowledge that disclosure of Discloser’s Confidential Information or any other breach of this Section 8 may cause serious and irreparable damage and harm to Discloser and that remedies at law may be inadequate to protect against breach of this Agreement, and each Party agrees that Discloser may seek injunctive relief for any breach of the provisions of this Section 8 and to the specific enforcement of the terms of this Section 8, in addition to any other remedy to which Discloser would be entitled.
5. Return of Confidential Information. Upon written request by a Discloser or upon the termination or expiration of this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (excluding any Customer Data which is addressed at Section 12(c)) of the other Party in its possession or control within a reasonable amount of time in accordance with Recipient’s data destruction practices. Notwithstanding the foregoing, Deep Core may retain any electronically archived Customer’s Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Section 8. Upon written request of Discloser, Recipient will certify in writing that it has complied with this Section 8.
Customer Warranty; Disclaimer
1. Customer Warranty. Customer represents, warrants, and covenants to Deep Core that Customer has obtained and provided, and will continue to obtain and provide, all necessary consents, rights and notices, and otherwise has and will continue to have all necessary authority in and relating to the Customer Data (including Account Information and Customer Personal Information) for Deep Core to perform its obligations and exercise its rights under this Agreement in compliance with Applicable Law, and without infringing, misappropriating or otherwise violating any Intellectual Property Rights or other rights of any third party, and will inform Deep Core immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon.
2. DISCLAIMER. DEEP CORE DOES NOT WARRANT THAT THE DEEP CORE OFFERING WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE DEEP CORE OFFERING EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. THE DEEP CORE OFFERING (OR ANY PART OF THEM), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY DEEP CORE TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY PRODUCT IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY PRODUCT PROVIDER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, DEEP CORE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, DEEP CORE EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE DEEP CORE OFFERING (OR ANY PART OF THEM), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER. SOME INFORMATION MAY CONTAIN THE OPINIONS OF THIRD PARTIES, AND IS NOT RESPONSIBLE FOR THESE OPINIONS. YOUR DECISIONS MADE IN RELIANCE ON THE DEEP CORE OFFERING, DATA, DOCUMENTATION OR YOUR INTERPRETATIONS OF DATA ARE YOUR OWN FOR WHICH YOU HAVE FULL RESPONSIBILITY. WE ARE NOT RESPONSIBLE FOR ANY DAMAGES RESULTING FROM ANY DECISIONS BY YOU OR ANYONE ACCESSING THE DEEP CORE OFFERING THROUGH YOU MADE IN RELIANCE ON THE DEEP CORE OFFERING, INCLUDING FINANCIAL, TAX AND ACCOUNTING, LEGAL, COMPLIANCE, OR ANY OTHER PROFESSIONAL ADVICE. YOU AGREE THAT YOU USE THE DEEP CORE OFFERING AT YOUR OWN RISK IN THESE RESPECTS. YOU ARE SOLELY RESPONSIBLE FOR THE PREPARATION, CONTENT, ACCURACY AND REVIEW OF ANY DOCUMENTS, DATA, OR OUTPUT PREPARED OR RESULTING FROM THE USE OF THE DEEP CORE OFFERING AND FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON THE DATA CONTAINED IN OR GENERATED BY THE DEEP CORE OFFERING. ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ARE RAPIDLY EVOLVING FIELDS OF STUDY. GIVEN THE PROBABILISTIC NATURE OF GENERATIVE ARTIFICIAL INTELLIGENCE, USE OF ANY OF DEEP CORE PROPERTY MAY IN SOME SITUATIONS RESULT IN INCORRECT OUTPUT THAT DOES NOT ACCURATELY REFLECT REAL PEOPLE, PLACES, OR FACTS. CUSTOMER SHALL EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR ITS USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT AND CONTENT. DUE TO THE NATURE OF GENERATIVE ARTIFICIAL INTELLIGENCE, OUTPUT MAY NOT BE UNIQUE ACROSS USERS AND THE DEEP CORE OFFERING OR ANY OTHER OF DEEP CORE PROPERTY MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR CUSTOMER OR A THIRD PARTY. OTHER CUSTOMERS MAY ALSO ASK SIMILAR QUESTIONS AND RECEIVE THE SAME RESPONSE. RESPONSES THAT ARE REQUESTED BY AND GENERATED FOR OTHER USERS ARE NOT CONSIDERED CUSTOMER’S CONTENT.
Indemnities
1. Deep Core Indemnity.
  1. Deep Core will indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents (each, a “Customer Indemnitee”) from and against any and all Losses incurred by a Customer Indemnitee arising out of or relating to any Claims by a third party (other than an Affiliate of a Customer Indemnitee) that arise from or relate to any allegation that the Deep Core Platform infringe any third party Intellectual Property Rights. The foregoing obligation does not apply to any Claims or Losses arising out of or relating to any: (A) incorporation of the Deep Core Platform into, or any combination, operation, or use of the Deep Core Platform with, any products or services not provided or authorized by Deep Core; (B) Modification of the Deep Core Platform other than by Deep Core or with Deep Core's express written approval; (C) unauthorized use of the Deep Core Platform; (D) Third Party Products or output; or (E) Losses covered by the Customer’s indemnity obligations in Section 10(b). THIS SECTION 10(a) IS DEEP CORE'S SOLE AND EXCLUSIVE LIABILITY, AND ANY CUSTOMER INDEMNITEE’S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
  2. If the Deep Core Platform is, or in Deep Core's opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights, or if Customer’s use of the Deep Core Platform is enjoined or threatened to be enjoined, Deep Core may, at its option and sole cost and expense:
    1. obtain the right for Customer to continue to use the Deep Core Platform materially as contemplated by this Agreement;
    2. Modify or replace the Deep Core Platform, in whole or in part, to seek to make the Deep Core Platform (as so modified or replaced) non-infringing, in which case such Modifications or replacements will constitute the Deep Core Platform under this Agreement; or
    3. if Deep Core determines that neither of the foregoing two options are reasonably available, then this Agreement may be terminated by Deep Core and Deep Core's sole liability, in addition to the indemnification obligations herein, will be to refund prepaid unused Fees attributable to the Deep Core Platform that were to be provided after the effective date of termination.

THE FOREGOING IS IN LIEU OF ANY REPRESENTATION, COVENANTS OR WARRANTIES OF NONINFRINGEMENT, WHICH ARE DISCLAIMED.

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Customer Indemnity. Customer will defend, indemnify and hold harmless Deep Core, its Affiliates, subsidiaries and each of their respective directors, officers, employees, subcontractors and other representatives (each, a “Deep Core Indemnitee”) from and against any and all Losses incurred by a Deep Core Indemnitee arising out of or relating to any Claim by a third party (other than an Affiliate of a Deep Core Indemnitee) that arise from or relate to: (i) breach of Sections 2(b), 5, 9(a), or 13(d); (ii) Customer Data; or (iii) unauthorized use of the Deep Core Platform by Customer or any of its Permitted Users.
Indemnification Procedure. Each Party will promptly notify the other Party in writing of any Claim for which such Party believes it is entitled to be indemnified pursuant to this Section 10. The Party seeking indemnification (the “Indemnitee”) will cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such Claim (although the Indemnitor will not settle any Claim without the Indemnitee’s prior written consent) and will employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 10(c) will not relieve the Indemnitor of its indemnity obligations under this Section 10 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

Limitation of Liability

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

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AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY (INCLUDING ANY PREVIOUSLY PAID LOSSES) OF DEEP CORE IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE DEEP CORE PLATFORM IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO THE LOSSES. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL DEEP CORE'S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL DEEP CORE BE LIABLE TO CUSTOMER OR ANY OF ITS PERMITTED USERS FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) 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 OR GROSS NEGLIGENCE), OR OTHERWISE, EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

Term and Termination
1. Term; Subscription Term.
  1. Term. This Agreement will commence on the Effective Date and continue to be in effect for a period of one year (the “Initial Term”), unless terminated earlier in accordance with this Agreement. This Agreement will automatically renew for successive periods of one year (each a “Renewal Term”), unless either Party provides the other Party with written notice of its intention not to renew not less than 30 days prior to the end of the then current Term.
  2. Subscription Term. Initial Subscription Term for the Deep Core Platform and other applicable Products, commences on the Subscription Commencement Date set out in the Order Form and will continue for the Initial Subscription Term as set out in the applicable Order Form. Except as otherwise specified in an Order Form, Subscriptions to the Deep Core Platform and other applicable Products will automatically renew for the Renewal Subscription Term, unless and until either Party gives the other notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. Order Forms are conterminous with the Subscription Term. Order Forms executed by the Parties after the Subscription Commencement Date of the first Order Form agreed by the Parties are conterminous with the Subscription Term of such first Order Form.
2. Termination for Cause. Either Party may terminate this Agreement, by giving to the other Party written notice of termination upon the occurrence of any of the following events:
  1. the other Party breaches or defaults on any of the material terms or conditions of this Agreement (including Customer’s payment obligations under Section 7) and fails to cure such breach or default within 30 days of receipt of written notice thereof; except that, in the event of any breach that is incapable of being cured (including Customer’s breach of Sections 2(b), 5, 9(a), or 13(d)), such termination will be effective immediately;
  2. the other Party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or
  3. any proceedings are instituted by or against the other Party under any insolvency laws or for reorganization, receivership or dissolution.

Notwithstanding the foregoing, Deep Core may terminate this Agreement immediately: (i) if required by Applicable Law; or (ii) as otherwise permitted in this Agreement.

Effect of Termination. Upon the effective date of the expiration or termination of this Agreement, including any Order Form for Transition Services (the “Termination Effective Date”):
1. Customer will immediately cease (and ensure that all its Permitted Users immediately cease) accessing or using the Deep Core Platform;
2. Customer will return any Deep Core Property in its possession and certify in writing to Deep Core that the Deep Core Property has been returned;
3. no new Order Forms may be agreed to or entered into by the Parties and all Order Forms will terminate;
4. all Fees due and payable and any amounts due to Deep Core are immediately due and are to be immediately paid by Customer to Deep Core. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund (other than as expressly set out in this Agreement); and
5. if Customer requests in writing at least 30 days prior to the Termination Effective Date and provided that Customer has paid all Fees due and payable as at the Termination Effective Date:
  1. Deep Core will make all Customer Data available to Customer for electronic retrieval for a period of 30 days. Following such 30-day period Deep Core will delete any Customer Data that remains in the hardware or systems used by Deep Core to provide the Deep Core Platform. Notwithstanding anything to the contrary in this Agreement, Deep Core may retain Customer Data to the extent and so long as required by Applicable Law and Deep Core may retain Customer Data in its backups, archives and disaster recovery systems until such Customer Data is deleted in the ordinary course, provided that all such Customer Data will remain subject to all confidentiality requirements of this Agreement; and
  2. Deep Core will perform additional transition services (“Transition Services”), provided that such Transition Services are mutually agreed upon in a statement of work attached to an Order Form that is executed by the Parties.
Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 2(b) (Restrictions on Use), Section 3 (Reservation of Rights and License Grants), Section 7 (Fees and Payment), Section 8 (Confidential Information), Section 9 (Customer Warranty; Disclaimer), Section 10 (Indemnities), Section 11 (Limitation of Liability), Section 13 (General Provisions), Section 12(c) (Effect of Termination) and this Section 12(d) (Survival).

General Provisions
1. Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to Deep Core, to the following address:

Deep Core Technology Limited

2402 Greenwood Way B3904, Garibaldi Highlands BC, V0N 1T0,

Attention: Neil Seifert

Email: neil@deepcoretech.com

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and (ii) if to Customer, to the current postal or email address that Deep Core has on file with respect to Customer. Deep Core may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Deep Core current at all times during the Term.

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Assignment. Customer will not assign or transfer this Agreement, or transfer or subcontract 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 Deep Core. Any purported assignment or delegation by Customer to any third party in violation of this Section will be null and void. Deep Core may assign any of its rights, or delegate any of its obligations, under this Agreement to any third party without the consent of Customer. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.
Governing Law and Attornment. This Agreement and any Claim related thereto will be governed by and construed in accordance with the laws of the Province of British Columbia and the applicable federal laws of Canada, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Vancouver, British Columbia Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing, Deep Core may: (i) seek remedies to collect unpaid Fees from Customer; and (ii) seek remedies with respect to a violation of Deep Core's Intellectual Property Rights or Section 8 (Confidential Information), in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
Export Restrictions. Neither Customer nor any of its Permitted Users are listed under any Canadian economic sanctions law or regulation or owned or controlled by any such person. Customer will not allow access to the Deep Core Offering other than in accordance with the terms of this Agreement. Customer will comply with all economic sanctions and export control laws and regulations under Applicable Law that may apply to its access to or use of the Deep Core Offering. Deep Core makes no representation or warranty that the Deep Core Offering may be exported without Customer first obtaining appropriate licenses or permits under Applicable Law, or that any such license or permit has been, will be, or can be obtained.
Construction. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of a Party in this Agreement, mean the right of such Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Party.
Force Majeure Event. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, cyberattacks, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party software or websites or changes in law preventing or limiting the provision of the Deep Core Offering or which would make the provision of the Deep Core Offering economically unviable (“Force Majeure Event”). This Section does not apply to any of Customer’s obligations under Sections 7, (Fees and Payment). In the event of any failure or delay caused by a Force Majeure Event, the affected Party will give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
Further Assurances. Each Party will, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
Entire Agreement. This Agreement (including all Order Forms) constitutes the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions, and agreements between the Parties in connection with the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral. For clarity, any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer’s procurement, invoicing, or vendor onboarding portal: (i) do not apply to the Deep Core Offering, Professional Services or Support Services; and (ii) do not override or form a part of this Agreement (including any Order Form).
Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. Notwithstanding the preceding sentence, Deep Core may unilaterally amend this agreement, in whole or in part (each, an “Amendment”), by giving Customer 30 days prior notice of such Amendment or posting notice of such Amendment on the Website. Unless otherwise indicated by Deep Core, any such Amendment will become effective 30 days after the date the notice of such Amendment is provided to Customer or is posted on the Website (whichever is the earlier).
Customer Lists. Deep Core may identify Customer by name and logo as a Deep Core customer on Deep Core's website and on other promotional materials. Any goodwill arising from the use of Customer’s name and logo will inure to the benefit of Customer.
Order of Precedence. To the extent of a conflict between this Terms of Service and any Order Forms, attachments or exhibits attached hereto:
1. in respect of Section 2(b) (Restrictions on Use), Section 3 (Reservation of Rights and License Grants), Section 4 (Privacy), Section 5 (Customer User Account; Responsibility for Permitted Users), Section 7 (Fees and Payment), Section 8 (Confidential Information), Section 9 (Customer Warranty; Disclaimer), Section 10 (Indemnities), Section 11 (Limitation of Liability), Section 12(d) (Survival) and Section 13 (General Provisions, including this Section 13(m)), this Terms of Service will prevail; and
2. for all other Sections, unless the Order Form expressly states that it modifies or varies this Terms of Service (provided that such modification or variations only apply to such Order Form), this Terms of Service will prevail.
Independent Contractors. Deep Core’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third Party that it has, any authority to act on behalf of the other Party.
Third Party Beneficiaries. Nothing contained in this Agreement, expressed or implied, is intended to confer on any person other than the Parties hereto (other than our third party providers, our licensors and the Indemnitees identified in Section 10 or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities pursuant to, or by reason of, this Agreement.
English Language. The Parties confirm that the essential stipulations of this Agreement reflect the mutual agreement of the Parties further to negotiation, and were not imposed by either Party, even when drawn up by one of the Parties. The Parties further confirm that it is the express wish of all Parties that this Agreement, all documents related to this Agreement and all communications between the Parties in the context of the performance of this Agreement be in English only. Les parties confirment que les stipulations essentielles de la présente entente reflètent le résultat de discussions libres de gré à gré et n’ont pas été imposées par l’une ou l’autre des parties, même lorsque rédigées par l’une des parties. Les parties confirment également que c’est la volonté expresse des parties que la présente entente, tout document s’y rattachant et toute communication entre les parties dans le cadre de l’exécution de cette entente soient uniquement en anglais.

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DEEP CORE TERMS OF SERVICE

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