TERMS AND CONDITIONS

SUBSCRIPTION AGREEMENT

This subscription agreement (the "Agreement") becomes effective on the effective date of a signed applicable order form (this document, an "Order Form") or upon the customer's acceptance of it by checking an "I ACCEPT" box or any other similar mechanism and this date being the "Effective Date") and is entered into between CoeurWay Lab Inc., a Canadian commercial corporation with its head office located at 1984 Tadoussac Boulevard, Saguenay (Quebec) G7G 1K7, ("Coeurway"), and the customer indicated on the order form or having otherwise accepted the Agreement (the "Customer") (each being a "Party" and collectively the "Parties"). In case of inconsistency or conflict between the terms of the Agreement, an Order Form, and any attached annex(es), the following order shall prevail (i) the Order Form; (ii) the annex(es), unless otherwise indicated in writing in the Order Form or relevant annex, and (iii) the Agreement.

1. SERVICES

"Services" refers to the access to the platform provided by Coeurway to the Customer, and any other service described in an Order Form. Subject to the general conditions of this Agreement, Coeurway will make the Services available to the Customer for the Term.

2. FEES AND PAYMENTS

2.1. Fees. The Customer will pay the applicable fees for the provision of the Services, as otherwise specified in writing by Coeurway (either in an Order Form or upon acceptance of the Agreement) (the "Fees"). Unless expressly stated in the Agreement, the Fees are non-cancellable, non-exchangeable, and non-refundable.
2.2. Payment and Taxes. Coeurway will invoice the Fees to the Customer, either within the scope of the Services or directly, before the provision of the Services or at the latest (and at its discretion), within thirty (30) days following the Effective Date. The Customer will pay all invoiced Fees by transfer of immediately available funds to the bank account provided by Coeurway to the Customer, as soon as possible and at the latest within thirty (30) days following the invoice date. All payments must be made in Canadian dollars, in full, without any deduction or withholding and without exercising any right of set-off. The Fees do not include local, provincial, or federal taxes, nor any other charges of any kind, and these taxes will be assumed and paid by the Customer. Any late payment is subject to service charges equal to 1.5% per month (19.57% per year) of the amount due or the maximum amount allowed by law, whichever is higher. The Customer will reimburse Coeurway for all reasonable costs incurred by Coeurway to recover late payments or interest, including legal fees, court costs, and collection agency fees; and if this default persists for sixty (60) days or more, Coeurway may suspend the Customer's and its Authorized Users' access to all or part of the Services, without notice and until these amounts are paid in full.

3. TERM AND TERMINATION

3.1. Term. This Agreement takes effect on the Effective Date and remains in effect for the initial Term and all renewal Terms, as indicated by Coeurway in writing within the Services or in applicable Order Forms, unless terminated in accordance with this section (the initial Term and all renewal Terms collectively referred to as the "Term"). Unless otherwise specified in writing by Coeurway, the initial Term will be one (1) year and will automatically renew for successive one-year Terms unless either Party provides the other with a termination notice at least sixty (60) days before the end of the current Term. At each renewal, Coeurway reserves the right to modify this Agreement or increase the Fees, in which case Coeurway will inform the Customer at least ninety (90) days before the end of the current Term. If the Customer does not agree with these modifications to the Agreement or the Fee change, its sole remedy will be not to renew the Agreement in accordance with the terms of this section and to negotiate (at Coeurway's sole discretion) different terms or Fees.
3.2. Termination for Breach or Insolvency. Either Party may terminate the Agreement for cause with immediate effect by giving a termination notice to the other Party if (i) the other Party fails to perform, has made or makes an inaccuracy in, or otherwise materially breaches, any of its substantial obligations, covenants, or representations under this Agreement and the breach, inaccuracy, or material breach continues, according to the aggrieved Party, acting reasonably, for a period of thirty (30) business days after the aggrieved Party has given the defaulting Party a notice detailing the breach reasonably; or (ii) if the other Party becomes insolvent, bankrupt, placed under receivership, dissolved, or liquidated or becomes subject to any other insolvency, receivership, liquidation, or assignment for the benefit of creditors proceedings. Notwithstanding any contrary provision in the Agreement, the non-payment of Fees by the Customer beyond thirty (30) days from the invoice date, any Prohibited Use (as defined in Section 4.6), any breach of Section 7.3 by the Customer, and any breach of Section 5 by the Customer will be considered de facto material breaches of the Agreement. Notwithstanding any contrary provision in the Agreement, if the Customer terminates the Agreement or an applicable Order Form for material breach by Coeurway, Coeurway will refund the Customer all amounts paid in advance by the Customer for access and use of the Service not received due to Coeurway's material breach, within thirty (30) days from the effective termination date of any Order Form and/or this Agreement.
3.3. Termination for Material Reduction. Notwithstanding any contrary provision in the Agreement, the Customer may terminate the Agreement in case of a material reduction in the Service, by giving Coeurway a written notice of thirty (30) days, within ten (10) days after Coeurway has notified the Customer in writing of the change or modification resulting in a material reduction in the Service.
3.4. Other Termination. Except as provided in this article, to the fullest extent permitted by law, the Customer irrevocably and unconditionally waives any other unilateral right of termination, legal, contractual, or otherwise, whether express or implied, including, without limitation, its right of unilateral termination under Article 2125 of the Quebec Civil Code.
3.5. Effect of Termination and Survival. In the event of termination or cancellation of an Order Form or the Agreement (i) with respect to the termination of the entire Agreement, all Order Forms will be simultaneously terminated, (ii) the Customer will no longer have the right to use the Services, including those described in the terminated or canceled Order Forms as applicable, Coeurway will remove the Customer's access to the Services, all licenses granted to the Customer will be terminated, and (iii) except as described in Section 3.2 or Section 10.1 or otherwise specified in writing, the Customer will not be entitled to any refund of Fees paid. It is understood and agreed that all provisions of the Agreement will remain in effect to the extent necessary to achieve their essential purposes, including, but not limited to, the following sections: Section 2 (Fees and Payment), Section 5 (Confidentiality), Section 6.1 (Customer Data), Section 6.2 (Use of Data by Coeurway), Section 7.3 (Customer as Controller), Section 8 (Intellectual Property Rights), Section 9.2 (Disclaimer), Section 10 (Indemnification), Section 11 (Limitation of Liability), and Section 12 (Miscellaneous). Termination of the Agreement does not limit a Party's liability for obligations accrued as of that termination or prior, or for any breach of the Agreement.

4. ACCESS AND USE OF SERVICES

4.1. Access. Hereby, Coeurway grants the Customer a non-exclusive, non-transferable, and non-sublicensable right to access and use the Services as described in writing (in the Order Form or otherwise) during the Term, for the Customer's internal use and the use of its Authorized Users, as applicable, subject to the general conditions of this Agreement and the applicable Order Form.
4.2. Documentation License. Subject to the general conditions contained in the Agreement, Coeurway hereby grants the Customer a non-exclusive, non-sublicensable, and non-transferable license to use the documentation provided from time to time, during the Term, solely for the Customer's internal business purposes in connection with its use of the Services. This excludes documentation intended for publication to the general public, as determined by Coeurway in writing.
4.3. Customer Obligations. The Customer is responsible for all uses of the Services and documentation resulting from access provided by the Customer, directly or indirectly, whether such access or use is authorized by this Agreement or in violation thereof. The Customer must (i) comply with all applicable local and international laws and regulations in its use of the Services, including, without limitation, laws governing the protection of Personal Information and other laws applicable to the protection of Customer Data, (ii) use the Services only for lawful purposes, and (iii) comply with all applicable Coeurway documentation and policies, which will be made available to the Customer from time to time, as applicable.
4.4. Authorized Users. The Customer may designate and provide access to its employees (or those of its affiliates), independent contractors, or other agents to an account on the Services as authorized users (each an "Authorized User"), within the limit set in the Order Form, as applicable. The Customer is responsible for any use or misuse of the Services by Authorized User accounts, for all acts and omissions of Authorized Users, and any act or omission of an Authorized User that would constitute a breach of this Agreement if committed by the Customer will be considered a breach of the Agreement by the Customer, as well as for compliance with the Agreement by all Authorized Users, and references to the Customer herein will be deemed to apply to Authorized Users, as necessary and applicable. The Customer must make reasonable efforts to inform all Authorized Users of the provisions of this Agreement applicable to their use of the Services. The Customer agrees to promptly notify Coeurway of any unauthorized access or use of which it becomes aware.
4.5. Third-Party Services. Coeurway may, from time to time and at its sole discretion, incorporate into the Services third-party products or services ("Third-Party Services") and make them available to the Customer. For the purposes of the Agreement, these Third-Party Services are subject to their own terms and conditions and applicable transfer provisions. The Customer can review the terms and conditions of the Third-Party Services. If the Customer does not agree to comply with the terms applicable to these Third-Party Services, it should not install or use these Third-Party Services. In this case, Coeurway may not be able to provide the full range of Services, and the Customer agrees that no Fee reduction will be granted.
4.6. Prohibited Uses. If Coeurway suspects a breach of the requirements herein, including by Authorized Users, Coeurway may suspend the Customer's access to the Services with two (2) days written notice describing the suspected breach of the Agreement, in addition to any remedies Coeurway may have. If the Customer can demonstrate to Coeurway's satisfaction that the breach has been remedied, Coeurway will restore the Customer's access to the Services. The Customer and Authorized Users must not: (a) "frame," distribute, resell, or allow access to the Services by a third party other than within the limits provided in the Agreement, including by service bureau, timeshare, or providing login information; (b) use the Services other than in compliance with applicable federal, state, provincial, and local laws; (c) interfere with the Services or disrupt access to the Services for any other user; (d) share non-public features or content of the Services with any third party; (e) reverse engineer, attempt to gain unauthorized access to the Services, attempt to discover the source code or underlying structure of the services, or copy or attempt to copy the Services, or adapt or create derivative works from the Services; (f) access the Services or use them to create a competing product or service, create a product using ideas, features, functions, or graphics similar to or copying the ideas, features, functions, or graphics of the Services; (g) knowingly transfer to the Services any defamatory, harassing, discriminatory, infringing, or illegal content or data; (h) upload or distribute files containing viruses, corrupted files, or any other software or similar program that could damage the operation of the services; (i) probe, scan, test the vulnerability of, or circumvent any security mechanism used by the sites, servers, or networks connected to the Services; (j) transfer to the Services or otherwise use on the Services any routine, device, code, exploit, or other mechanism not disclosed designed to delete, disable, interfere with, or otherwise harm any software, program, data, device, system, or service, or intended to provide unauthorized access or produce unauthorized modifications; (k) take any action that imposes an unreasonable or disproportionately large load on the sites, servers, or networks connected to the Services; (l) access or use, or attempt to do so, other customers' data or their users' data through the Services; or (m) use a robot, spider, scraping tool, data extraction tool, or similar mechanism on the Services.
4.7. Suspension. Notwithstanding any contrary provision of the Agreement, Coeurway may also temporarily suspend the Customer's and any Authorized User's access to all or part of the Services if: (i) Coeurway reasonably determines that (A) subject to applicable law, the Customer has ceased to carry on its business in the ordinary course, has made an assignment for the benefit of its creditors or a similar disposition of its assets, or has become subject to bankruptcy, reorganization, liquidation, dissolution, or similar proceedings, or (B) Coeurway's provision of the Services to the Customer or any Authorized User is prohibited by applicable law; (ii) any of Coeurway's suppliers has suspended or terminated Coeurway's access to or use of any third-party service or product necessary to enable the Customer to access the Services; or (iii) in accordance with Section 2.2 (any suspension described in subparagraph (i), (ii), or (iii), a "Service Suspension"). Coeurway will use reasonable efforts to inform the Customer in writing of any Service Suspension and provide updates regarding the resumption of access to the Services following a Service Suspension. Coeurway will use reasonable efforts to resume access to the Services as soon as the event causing the Service Suspension has been resolved. Coeurway is not responsible for any damages, liabilities, losses (including any loss of data or profits), or any other consequences that the Customer or any Authorized User may suffer as a result of a Service Suspension.

5. CONFIDENTIALITY

For the purposes of this Agreement, the "Confidential Information" of a Party (the "Disclosing Party") means all financial, technical, or commercial information of the Disclosing Party, whether communicated orally or disclosed, stored, or accessed in written, electronic, or other form, before or after the Effective Date, that the Disclosing Party designates as confidential at the time of disclosure to the other party (the "Receiving Party") or that the Receiving Party should reasonably consider confidential based on the nature of the information or the circumstances surrounding its disclosure. For clarity, the Customer understands and agrees that information related to the Fees is Confidential Information of Coeurway. Unless expressly authorized under the Agreement, the Receiving Party will not disclose, duplicate, publish, transfer, or make available, in any form, the Confidential Information of the Disclosing Party to any person or entity without the prior written consent of the Disclosing Party. The Receiving Party will use the Confidential Information of the Disclosing Party only to fulfill its obligations under the Agreement. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party written notice of such disclosure to provide the Disclosing Party with a reasonable opportunity to appear, object, and obtain a protective order or other appropriate measures regarding such disclosure (if such notice is not prohibited by applicable law); (b) makes diligent efforts to limit disclosure and to obtain confidential treatment or a protective order; and (c) allows the Disclosing Party to participate in the proceeding. Additionally, Confidential Information does not include information that: (i) is or becomes generally known to the public without the Receiving Party's breach of an obligation to the Disclosing Party; (ii) has been independently developed by the Receiving Party without the Receiving Party's breach of an obligation to the Disclosing Party; or (iii) is received from a third party who obtained such Confidential Information without a third party's breach of an obligation to the Disclosing Party. In the event of termination or cancellation of the Agreement, or at any time upon the Disclosing Party's written request, the Receiving Party will return to the Disclosing Party or, at the Disclosing Party's request, destroy or have destroyed all copies or partial copies of the Confidential Information. Nothing in the Agreement should be construed as granting or conferring to the Receiving Party any right or interest, by license or otherwise, in the Confidential Information, which remains the exclusive property of the Disclosing Party. In addition to the foregoing, the Receiving Party must not attempt or conduct reverse engineering of Confidential Information that is encrypted or otherwise provided in a human-unreadable form.
6. DATA
6.1. Customer Data. "Customer Data" means all data that the Customer and its Authorized Users create, upload, migrate, or use in connection with the Services. Customer Data does not include measurements and information about the Customer's use of the Services, including information on how Authorized Users use the Services ("Usage Data"). The Customer will retain ownership of all Customer Data processed under the terms of this Agreement, and Coeurway will own all Usage Data and all related intellectual property rights.
6.2. Use by COEURWAY. Coeurway will use Customer Data as described below and, to the extent necessary, the Customer hereby grants Coeurway a non-exclusive, royalty-free, worldwide license to use, modify, reproduce, distribute, display, and disclose such Customer Data in accordance with this Agreement.
6.3. Operation of the Services. Coeurway may receive, collect, store, and/or process Customer Data based on Coeurway's legitimate interest in operating the Services. Except for Personal Information (for which Coeurway will obtain the Customer's express consent), Coeurway may also use Customer Data in an anonymous form, such as conversion to numerical values, to train machine learning models and artificial intelligence models to support certain features and functionalities within the Services.
6.4. Communications. Coeurway may communicate with the Customer or Authorized Users (i) to send information about Coeurway's products and services or (ii) about the Services in general. If the Customer or an Authorized User does not wish to receive such communications, the Customer may send an email to bonjour@coeurway.com or otherwise follow the opt-out procedure available in such communications. The Customer and necessary Authorized Users will always receive transactional messages necessary for Coeurway to provide the Services (such as billing notices and product usage notifications).
6.5. Third-Party Service Providers. The Customer agrees that Coeurway may provide Customer Data and Personal Information (as defined below) to authorized third-party service providers, only to the extent necessary to provide, secure, or improve the Services. These third-party service providers will have access to Customer Data only to the extent reasonably necessary to provide the Services.
6.6. Effect of Termination. Notwithstanding any contrary provision of the Agreement, in the event of cancellation or termination of the Agreement for any reason, Coeurway will only retain anonymized Customer Data, excluding any Personal Information, which it will continue to use only in accordance with its privacy policy.
6.7. Customer Data Backup. Coeurway will not sell or rent Customer Data to third parties and will not share Customer Data with third parties except to the extent permitted by this Agreement and to provide, secure, and support the Services.

7. PRIVACY PRACTICES

7.1. Personal Information. "Personal Information" means any information about an individual, identified or identifiable, directly or indirectly, including, but not limited to, by reference to an identifier such as a name, identification number, location data, online identifier, or one or more specific elements of their identity.
7.2. Privacy Policy. Coeurway operates the Services and, where applicable, processes Personal Information, in accordance with its privacy policy available at https://www.coeurway.com/en/privacy (the "Privacy Policy").
7.3. Customer as Controller. To the extent that Customer Data constitutes Personal Information, the Parties agree that the Customer determines the purpose and means of processing such Personal Information, and Coeurway processes such Personal Information on behalf of the Customer. The Customer is responsible for providing all necessary information to the identified or identifiable individual whose Personal Information is collected, processed, or stored, and for obtaining all consents required under applicable laws to enable Coeurway and its affiliates, subcontractors, agents, and third-party service providers to process such Personal Information in connection with the Services. Without limiting the generality of the foregoing, the Customer agrees to obtain from each individual whose Personal Information is collected, processed, or stored in connection with the Services, at a minimum, a consent in the form prescribed by Coeurway from time to time by having such individual accept the "Patient Consent" provided by Coeurway or any other substantially similar consent. Upon request, the Customer will promptly provide Coeurway with copies of these consents. The Customer expressly agrees not to use the Services to collect the social insurance number or any similar information about an individual with whom it uses the Services.
7.4. Hosting and Processing. Unless otherwise specified in writing by Coeurway, Customer Data and Personal Information will be hosted by Coeurway, or its respective authorized third-party service providers, in Canada. In providing the Services, Coeurway will engage entities to process Customer Data, including, without limitation, any Personal Information contained in Customer Data in accordance with this Agreement, in Canada.
7.5. Subcontractors. The Customer acknowledges and agrees that Coeurway may engage third-party subcontractors engaged by Coeurway who receive Customer Data and Personal Information from Coeurway necessary to process them on behalf of the Customer and in accordance with the Customer's instructions (as communicated by Coeurway) and the terms of its written subcontractor agreement (the "Subcontractors"). Coeurway will be responsible for the acts and omissions of Subcontractors to the same extent that Coeurway would be responsible if Coeurway were providing the services directly under the terms of this Agreement.

8. INTELLECTUAL PROPERTY

Coeurway will retain all rights, including, without limitation, patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and other intellectual property and/or proprietary rights (the "Intellectual Property Rights"), in the Services and all components of the Services or used to provide the Services and related documentation. Hereby, the Customer grants Coeurway a fully paid, royalty-free, worldwide, transferable, sublicensable (at multiple levels), assignable, irrevocable, and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services, or otherwise use any suggestion, enhancement request, recommendation, or other feedback that Coeurway receives from the Customer, the Customer's agents or representatives, Authorized Users, or other third parties acting on behalf of the Customer; and Coeurway also reserves the right to seek and obtain intellectual property protection for any features, functionalities, or components that may be based on or initiated by such suggestions, enhancement requests, recommendations, or other feedback. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to the Customer or any third party, any Intellectual Property Rights or any other right, title, or interest in the Services or documentation.

9. REPRESENTATIONS AND DISCLAIMERS

9.1. Representations. Each Party represents that (i) it has duly entered into the Agreement and has the legal power to do so; (ii) it is not subject to any restriction or obligation that could reasonably be expected to affect the performance of its obligations under this Agreement; (iii) the execution, delivery, or performance of its obligations under the Agreement does not constitute a violation or breach of the terms (a) of its articles of incorporation, bylaws, or any unanimous shareholders' agreement; (b) of any law to which it is subject; (c) of any judgment, order, or decree of any governmental authority to which it is subject; or (d) of any agreement to which it is a party or to which it is bound; (iv) it holds all necessary permits, consents, and other authorizations to conduct its current business; (v) there are no ongoing, threatened, or foreseeable legal proceedings against it that could affect its ability to fulfill its obligations under the Agreement; and (vi) it has not initiated or authorized any proceeding related to its bankruptcy, insolvency, liquidation, dissolution, or cessation of business.
9.2. Disclaimer. The Customer understands and acknowledges that the Services are continuously updated and maintained by Coeurway in an agile development configuration. As such, Coeurway cannot guarantee that the Services will be error-free or perform as expected. Therefore, the Services, including all server and network components, are provided "as is" and "as available," without any warranty of any kind, to the fullest extent permitted by law, and Coeurway expressly disclaims all warranties, express or implied, including, but not limited to, any implied warranties of quality, quiet enjoyment, integration, merchantability, non-infringement, or fitness for a particular purpose. The Customer acknowledges that Coeurway does not guarantee that the Services will be uninterrupted, timely, secure, error-free, virus-free, or free of other malicious software, that they will meet the requirements of the Customer or any other person, that they will be compatible or work with any software, system, or other service, and that no information or advice obtained by the Customer from Coeurway or through the Services will create any warranty not expressly stated in this Agreement. Without limiting the generality of the foregoing, the Customer understands and agrees that the results generated by the Services are generated from information drawn from various data sources (including Customer Data provided by the Customer), automated systems, or artificial intelligence systems. These different elements are generally reliable but cannot all be reasonably controlled by Coeurway during each use. Accordingly, to the fullest extent permitted by law, Coeurway expressly disclaims all warranties, express or implied, regarding the results provided and their accuracy, including warranties of merchantability or fitness for a particular purpose, non-infringement, accuracy, or absence of error. Although Coeurway makes reasonable efforts to ensure that the presented results are complete and accurate, Coeurway cannot guarantee that such results will be free from any error, omission, or inaccuracy. Coeurway makes no warranty regarding the quality of the results provided, including the accuracy, completeness, reliability, or relevance of the information they contain. Similarly, without limiting the generality of the foregoing, Coeurway may provide general information about relevant medical studies related to a patient's file, in the form of references or general recommendations. The Customer understands and agrees that it is solely responsible for the use of this information and recommendations and their provision to third parties (including patients). For clarity, the Customer acknowledges that this information and/or recommendations are not infallible and may therefore be incorrect, unsuitable, or contain errors that could lead to erroneous diagnoses, assessments, and predictions, and therefore cannot be used as the sole basis for any decision, especially those aimed at preventing or limiting risks and damages that may result. The Customer acknowledges and agrees that it is entirely and fully responsible for the decisions made in connection with its use of this information and/or recommendations, that it is solely responsible for relying on its expertise, knowledge of the context, obtaining reliable, sufficient, and up-to-date information and additional means to make an informed decision, and that this information and/or recommendations are only aids to decision-making.
9.3. Support. Unless otherwise provided in an applicable annex (if any), Coeurway will make commercially reasonable efforts to ensure the availability of the Services and provide the Customer with adequate technical support and assistance, understanding and agreeing that Coeurway makes no representations or warranties regarding the level of availability, support, or assistance.
9.4. Force Majeure. A Party is not liable for any delays in performance or non-performance due to an unforeseeable and irresistible event, except for payment obligations.

10. INDEMNIFICATION

10.1. Indemnification by Coeurway for Intellectual Property Claims. Coeurway will indemnify, defend, and hold the Customer harmless from any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind, brought by a third party against the Customer due to the Customer's use of the Services as authorized herein, alleging that such Services infringe or misappropriate a valid third-party patent, copyright, trademark, or trade secret (an "IP Claim"). Coeurway agrees, at its expense, to defend such IP Claim and to pay the damages finally imposed on the Customer in connection therewith, including the reasonable attorneys' fees and costs engaged by Coeurway for such defense, provided that (a) the Customer promptly notifies Coeurway of the threat or notice of such IP Claim; (b) Coeurway has the sole and exclusive authority to select defense counsel, and to defend and/or settle any IP Claim (however, Coeurway will not settle or compromise any claim resulting in liability or admission of liability by the Customer without its prior written consent); and (c) the Customer fully cooperates with Coeurway in this regard. If the Customer's use of the Services has become, or in Coeurway's opinion is likely to become, the subject of such an IP Claim, Coeurway may, at its option and expense, (i) obtain for the Customer the right to continue using the Service(s) as defined herein; (ii) replace or modify the Services (or any part thereof) to make them non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or feasible in Coeurway's opinion, terminate the Customer's subscription to the Service(s) and refund, on a pro rata basis, all Fees previously paid to Coeurway for the unused portion of the Term for such Service(s). Coeurway will have no liability or obligation under this section concerning any IP Claim if such claim is caused in whole or in part by (u) Customer Data; (v) Third-Party Services; (w) compliance with designs, data, instructions, or specifications provided by the Customer; (x) use of a version of the Services other than the latest version made available to the Customer by Coeurway; (y) modification of the Services by a person other than Coeurway; or (z) combination, operation, or use of the Services with other hardware or software, where the Services would not themselves be infringing. The provisions of this section constitute Coeurway's sole, exclusive, and entire liability to the Customer and constitute the Customer's sole remedy regarding an IP Claim brought due to the Customer's access to or use of the Services, the Customer's agents, or Authorized Users. In no event will Coeurway's liability under this section 10.1 exceed one million Canadian dollars (1,000,000 CAD).
10.2. Indemnification by Coeurway. Coeurway will indemnify, defend, and hold the Customer harmless from any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind, resulting from or related to negligence, willful misconduct, or intentional unlawful acts on the part of Coeurway; provided that (i) the Customer promptly notifies Coeurway of the threat or notice of such claim; (ii) the Customer has the right, at its option, to defend against such a claim or participate in its defense through counsel of its choice, and Coeurway may not settle such a claim against the Customer unless the Customer consents to such settlement; and (iii) the Customer fully cooperates in this regard.
10.3. Indemnification by the Customer. The Customer agrees to indemnify, defend, and hold Coeurway harmless from any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind (a) arising from or related to the Customer's, its agents', or Authorized Users' use of the Services in violation of this Agreement; (c) arising from the use of the Services in combination with data, software, hardware, equipment, or technology not provided by Coeurway or authorized by Coeurway in writing; (e) alleging that the Customer's use of the Service or Customer Data infringes or misappropriates a valid third-party patent, copyright, trademark, or trade secret, provided that (i) Coeurway promptly informs the Customer of the threat or notice of such a claim; (ii) Coeurway has the right, at its option, to defend against such a claim or participate in its defense through counsel of its choice, and the Customer may not settle such a claim against Coeurway unless Coeurway consents to such settlement; and (iii) Coeurway fully cooperates in this regard.

11. LIMITATION OF LIABILITY

In no event and under no legal or equitable theory (whether in contract, tort, negligence, or otherwise), shall either Party, or their respective affiliates, officers, directors, employees, agents, service providers, suppliers, or licensors, be liable under or in connection with the Agreement, for any: (a) consequential, incidental, indirect, exemplary, special, aggravated, or punitive damages; (b) diminution in value or loss of business, production, revenue, or profit; (c) use, inability to use, loss, interruption, delay, or recovery of any data, or breach of data or system security; (d) cost of replacement goods or services; (e) or any other indirect loss or damage incurred by the other Party or any of its affiliates in connection with this Agreement or the Services, in each case, whether or not such Party has been advised of the possibility of such losses or damages or whether such losses or damages were foreseeable. Notwithstanding any contrary provision of this Agreement, the aggregate liability of either Party to the other, any affiliate of the other Party, or any third party arising out of this Agreement or the Services shall in no event exceed the Fees paid by the Customer during the twelve (12) months preceding the event or circumstance giving rise to such liability. The Parties acknowledge and agree that the essential purpose of this section is to allocate the risks of this Agreement between the Parties and limit potential liability given the Fees, which would have been significantly higher if Coeurway had assumed any further liability than that set forth in the Agreement. Coeurway has relied on these limitations to determine whether to grant the Customer the access rights and use of the Services provided for in the Agreement. The limitation of liability provided herein shall apply globally to each Party and its affiliates and shall not be cumulative. The limitations set forth in this section do not apply (i) to all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, or costs arising from Coeurway's indemnification obligations under IP Claims in connection with the Agreement, in accordance with section 10.1; (ii) to all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, or costs arising from or related to a Party's non-compliance with its obligations under section 4.6 (Prohibited Uses), section 7.3 (Customer as Controller), and section 5 (Confidentiality), and (iii) to all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, or costs arising from or related to a Party's gross negligence or more culpable conduct, including any willful misconduct or intentional unlawful act. Some jurisdictions do not allow the exclusion of implied warranties or the limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to each Party. In such jurisdictions, each Party's liability will be limited to the fullest extent permitted by law. Any claim or damage a Party may have against the other will be enforceable only against that Party and not against any other entity or its officers, directors, representatives, or agents.

12. GENERAL

12.1. Entire Agreement. The Agreement, the applicable Order Form (if any), any included annex, and any other document incorporated by reference constitute the entire Agreement and replace all previous and contemporaneous agreements, representations, and warranties, both written and oral, regarding this subject matter.
12.2. Assignment. Neither the Customer nor Coeurway may assign its rights under the Agreement without the other Party's written consent, which may not be unreasonably withheld.
12.3. Severability. Any part, provision, representation, or warranty of the Agreement that is prohibited or deemed null or unenforceable will be without effect to the extent of such prohibition or unenforceability, without invalidating the other provisions of the Agreement.
12.4. Legal Relationship. The Parties are independent contractors and represent themselves as such in all respects. Neither Party is the agent of the other, and neither may make commitments on behalf of the other.
12.5. Publicity and Marketing. Coeurway may use and include the Customer's name, logo, and trademarks in its customer lists, press releases, marketing materials, and on its website. The Customer may, at Coeurway's request, provide marketing materials, statistics, or other non-confidential information for use in Coeurway's marketing and sales initiatives. The Customer may request that Coeurway cease using its marks, names, and logos at any time and for any reason.
12.6. Notices. All notifications provided by Coeurway to the Customer under this Agreement may be delivered in writing (a) by a nationally recognized overnight delivery service or by mail to the Customer's contact postal address (in the Order Form or through the Services); or (b) by email to the email address provided for the Customer's account owner. The Customer must notify Coeurway in writing, by a nationally recognized overnight delivery service or by email, to the address provided by Coeurway in the Agreement or in writing from time to time. All notices are deemed to have been given upon sending by email or, if sent by other means, upon receipt or two (2) business days after being deposited in the mail or with a nationally recognized overnight delivery service, in accordance with the above provisions.
12.7. Governing Law, Jurisdiction, and Venue. The Agreement, the relevant Order Form(s), and the included annexes are governed by, construed, and enforced in accordance with the laws of the Province of Quebec and applicable federal laws, without regard to conflict of law rules. Any dispute under this agreement will be resolved by a court of general jurisdiction in the district of Chicoutimi, in the Province of Quebec, Canada.
12.8. Rules of Interpretation. The interpretation of this Agreement is governed by the following rules of interpretation: i) terms in the singular include the plural and vice versa, and terms of one gender include the other gender if the context requires; ii) the term "including" and similar terms mean "including without limitation," unless otherwise specified; iii) the term "or" is not exclusive; and iv) headings and titles contained in the Agreement are for reference purposes only and do not affect its meaning or interpretation.
12.9. Waiver. No waiver by either Party of any provision of the Agreement will be effective unless explicitly stated in writing and signed by the Party waiving it. Except as provided in the Agreement, (i) no failure or delay in exercising any right, remedy, power, or privilege arising from this agreement will operate or be construed as a waiver thereof; and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other exercise or the exercise of any other right, remedy, power, or privilege.
12.10. Equitable Remedies. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 or, in the case of the Customer, Section 4.6, 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, injunction, specific performance, and any other relief that may be available from a court, without the need to post a bond or other security or prove the actual existence of damages or that monetary damages would not be an adequate remedy. These remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
12.11. Counterparts. The Agreement may be executed in multiple counterparts, each of which is considered an original, but all of which are considered one and the same agreement. The Parties agree to accept electronic signatures, for example, in PDF format or similar, and agree to treat such electronic signatures as originals.