VISUAL COMPLIANCE TERMS AND CONDITIONS AGREEMENT

This Agreement sets forth the terms under which Descartes Visual Compliance (USA) LLC, doing business as "Visual Compliance" will provide Customer with access to and use of certain software-as-a-service ("SAAS") offering(s) and/or other related services identified in the applicable Order (each a "Service" and collectively, the "Service"). The Order will be: (a) used by Customer to order such Services; (b) executed by the Customer; and (c) subject and governed by this Agreement. By accepting this Agreement on behalf of Customer, you represent that you are authorized to accept these terms and conditions of this Agreement on Customer's behalf. The Order together with this Agreement forms a binding contract between Customer and Visual Compliance. In addition, Customer agrees that unless explicitly stated otherwise, any updates or enhancements to the Service that are made available to Customer, and/or any new Service(s) subsequently purchased by Customer under an Order will be subject to this Agreement.

1. Definitions

"Agreement" means the Visual Compliance Terms And Conditions Agreement, together with any and all Orders referencing these terms and conditions.

"Customer" means the legal entity that has executed an Order with Visual Compliance.

"Customer Data" means all electronic data or information submitted by Customer to the Service, processed by and stored by the Service.

"Electronic Communications" means any transfer of signs, signals, text, images, sounds, data or intelligence of any nature transmitted in whole or part electronically received and/or transmitted through the Service.

"Materials" means the government-sourced legal and regulatory data and reference materials stored on the Service and presented to the User via various interfaces including but not limited to denied party lists, export and import classification tables and regulatory text.

"Documentation" means the online help and video training materials provided by Visual Compliance to Customer with the Service, which may be updated from time to time, but excluding any sales or marketing materials.

"Initial Term" means the initial subscription term specified in the applicable Order, excluding any renewals terms.

"Order" means a Visual Compliance subscription for initial purchase, add-on purchase or renewal in the name of and executed by Customer and accepted by Visual Compliance which specifies the Service offering to be provided by Visual Compliance subject to the terms of this Agreement.

"Term" means the Initial Term specified in the applicable Order and any renewal terms.

"Users" means individuals who are authorized by Customer to use the Service, for whom subscriptions to a Service have been purchased on an Order, and who have been supplied user identifications and passwords by Customer. Users may be Customer's employees, legal counsel, contractors or consultants as long as the Service is being used for the sole benefit of the Customer. "Customer" as defined above is understood to include all such Users.

2. Accuracy of Customer's Contact Information

Customer shall provide accurate, current and complete information on Customer's legal business name, address, email address, and phone number, and maintain and promptly update this information if it should change.

3. License Rights

Subject to the terms of this Agreement and payment of the applicable fees, Visual Compliance grants to Customer during the Term a limited, non-transferable, revocable, and non-exclusive subscription-based (SAAS) license to permit Users to use the Service in accordance with the use parameters, pricing, and payment terms described in this Agreement and the applicable Order solely for Customer's own internal business purposes, and in accordance with the terms and conditions of this Agreement.

4. Users: Passwords, Access and Notifications

Customer shall authorize access to and, with the assistance of Visual Compliance, assign unique passwords and user names to the number of Users procured by Customer on the Order. User logins are for designated Users and cannot be shared or used by more than one User. Customer will be responsible for the confidentiality and use of User's passwords and user names. Customer will be responsible for Customer Data transmitted to the Service by Customer's Users.

Customer will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or otherwise transmitted electronically by Customer’s Users on behalf of Customer. Visual Compliance will act as though any Electronic Communications it receives under Customer's passwords, user names, Customer Data and/or account number will have been sent by Customer. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service and shall promptly notify Visual Compliance of any unauthorized access or use of the Service and any loss or theft or unauthorized use of any User's password or name and/or Service account numbers.

5. Permitted Uses

This Service is intended for the lawful use of Visual Compliance Customers. The Service is only accessible following login using a user name and password by authorized Users as defined in 1. and 4. above.

The foregoing right to access, use and view the Service is strictly limited as follows:

  1. Customer may view the Materials as they are presented onscreen via the Service using the various functions available on the Service. Customer may also store, for record – keeping purposes: hard copy, PDF or Excel reports generated by the Service, screening results sent from the Service to the Customer via electronic mail, or electronic screen shots of individual search results ("Generated Reports"); and
  2. Customer acknowledges that the Generated Reports may only be disseminated to export compliance stakeholders within Customer's company for internal record-keeping and compliance management purposes, to government investigators and to legal counsel and other advisors, as deemed appropriate by Customer, and shall be treated with the same level of care as that used to protect Customer's own confidential information.

6. Restrictions

Customer's limited right to access, use and view the Service is further conditional upon Customer's agreement that Customer will not, and not allow others to, directly or indirectly:

  1. sell, lease, license or sublicense the Service or Materials, or use to provide timesharing;
  2. copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Service or any part thereof or otherwise attempt to discover any source code or modify the Service or Materials in any manner;
  3. use the Service or Materials for the purpose of building a similar or competitive product or service;
  4. reproduce, distribute, republish, syndicate, display, post, download or transmit the Materials in any form or by any means except as permitted in 5. above;
  5. obtain unauthorized access to the Service, access or use the Service to circumvent or exceed Service account limitations or requirements by password sharing or any other means;
  6. "mirror" or "frame" any part of the Service, or create Internet links to the Service which include log-in information, user names, passwords, and/or secure cookies;
  7. remove or obscure any copyright or other notices contained in Materials retrieved from the Service;
  8. use the Service in any manner that could damage, disable, overburden or impair the Service;
  9. upload, post or otherwise transmit on this Service any items, including without limitation computer viruses, Trojan horses, worms, backdoor, shutdown mechanism or other harmful, disruptive or destructive files or computer programs;
  10. disrupt or interfere with any other person's use or enjoyment of this Service or associated or linked services;
  11. interfere with the security of, or otherwise abuse, this Service or any services, system resources, accounts, servers or networks connected to or accessible through this Service or associated or linked services;
  12. use any robot, spider or other automatic program or device (unless the Customer specifically subscribes for the enterprise integration module ("EIM") for that specific purpose and functionality), or manual process to monitor, copy, summarize, or otherwise extract information from this Service or the Materials in whole or in part;
  13. use or attempt to use another's account, password, service, system or other information without prior written authorization from the Visual Compliance, or create or use a false identity on this Service;
  14. transmit on, to or from this Service spam, chain letters, junk mail or any other type of unsolicited mass e-mail; or
  15. upload to, distribute to, or otherwise disseminate through this Service any material or information of any kind that is libelous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any rights of any other person or entity, or contains a solicitation of funds, advertising, or a solicitation for goods or services.

Customer also agrees that Customer is solely responsible for actions and communications undertaken or transmitted in the course of Customer's usage of this Service.

7. Ownership of Customer Data

As between Visual Compliance and Customer, all title and intellectual property rights in and to the Customer Data is owned exclusively by Customer.

8. Visual Compliance Intellectual Property

All rights, title and interest in and to the Service (including without limitation all intellectual property rights therein and all modifications, extensions, customizations, scripts or other derivative works of the Service provided or developed by Visual Compliance) are owned exclusively by Visual Compliance or its licensors. Except as provided in this Agreement, the rights granted to Customer do not convey any rights in the Service, express or implied, or ownership in the Service or any intellectual property rights thereto. Customer grants Visual Compliance a royalty free, worldwide, perpetual, irrevocable, transferable right to use, modify, distribute and incorporate into the Service (without attribution of any kind) any suggestions, enhancement requests, recommendations, proposals, correction or other feedback or information provided by Customer or any Users related to the operation or functionality of the Service. Any rights in the Service or Visual Compliance's intellectual property not expressly granted herein by Visual Compliance are reserved by Visual Compliance. Visual Compliance trademarks, service marks, logos and product and service names are marks of Visual Compliance (the "Visual Compliance Marks"). Customer agrees not to display or use the Visual Compliance Marks in any manner without Visual Compliance's express prior written permission. The trademarks, logos and service marks of third-party application providers ("Marks") are the property of such third parties. Customer is not permitted to use these Marks without the prior written consent of such third party which may own the Mark.

9. Links and Third Party Content

As a convenience, Visual Compliance provides, in this Service, links to web sites operated by other entities. These links do not constitute an endorsement, sponsorship or recommendation by Visual Compliance of the third parties, the linked third party sources or any content, services or products available on or through such third party sources. If Customer uses these services, Customer does so at Customer's own risk and it is Customer's responsibility to take all protective measures to guard against viruses and other destructive elements. Links do not imply that Visual Compliance or this Service is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked service is authorized to use any trademark, trade name, logo or copyright symbol of Visual Compliance.

This Service does contain materials, data or information provided, posted or offered by third parties. Customer agrees that Visual Compliance shall not have any liability whatsoever to Customer for any such third party material, data or information.

10. Data Privacy

Visual Compliance respects Users' desire for privacy. Wherever Users' information may be held within Visual Compliance or on its behalf, we intend to take reasonable and appropriate steps to protect the information User shares with us from unauthorized access or disclosure. Visual Compliance will use User's information only as necessary to provide the Service and communicate with Users regarding the Service according to the terms of Visual Compliance's Privacy Policy. Visual Compliance will not provide User's information to any third party without the expressed written consent of the User, unless compelled to by law. By accessing this Service, User consents to the collection and use of User's personal information and to the terms of our Privacy Policy.

11. Data Security

Visual Compliance shall maintain commercially reasonable, industry standard administrative, physical and technical safeguards for the protection, confidentiality and integrity of Customer Data. Such safeguards include but are not limited to the following or their equivalents: secure servers with inbuilt redundancies and failsafe mechanisms, robust multi-tiered backups, encryption, least privilege access on a need to know basis, intrusion detection technologies and secure destruction and deletion of data and disaster recovery plans.

12. Confidentiality

For purposes of this Agreement, "Confidential Information" shall include the terms of this Agreement, Customer Data, each party's proprietary technology, business processes and technical product information, designs, issues, all communication between the parties regarding the Service and any information that is clearly identified in writing at the time of disclosure as confidential. Notwithstanding the foregoing, Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the receiving party; (4) the receiving party becomes aware of from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the receiving party; or (5) is aggregate data regarding use Visual Compliance's products and services that does not contain any personally identifiable or Customer-specific information.

Each party agrees: (a) to keep confidential all Confidential Information; (b) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise rights under this Agreement or as directed by Customer; (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information) and (d) to make Confidential Information available to authorized persons only on a "need to know" basis. Either party may disclose Confidential Information on a need to know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Notwithstanding the foregoing, this section will not prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or a regulation, provided that the receiving party notifies the disclosing party of such disclosure requests.

13. Community Forums

The Service also includes a community forum to exchange content and information with other users of the Service ("Community Forum"). Visual Compliance is not responsible for the content in these Community Forums. Participation in these forums is completely optional. Please use respect when you interact with other users in a Community Forum. Do not reveal confidential or other information that you do not want to make public. Users may post hypertext links to content of third parties for which Visual Compliance is not responsible.

14. Transmission of Data

Customer understands that the electronic transmission of Customer Data and the technical processing of such data is fundamentally necessary to use of Service. Customer expressly consents to Visual Compliance's receipt and storage of Customer Data, and Customer acknowledges and understands that the transmission of Customer Data will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Visual Compliance. Visual Compliance uses encryption in various locations and methodologies within the Service and the infrastructure working behind it. Customer Data is encrypted while in transit to and from the Service; however Visual Compliance is not responsible for any Customer Data which is delayed, lost, altered, intercepted or stored during the transmission of any data across networks not owned and/or operated by Visual Compliance, including but not limited to, the Internet and Customer's local network.

Customer must ensure that all data submitted to the Service conforms to the format guidelines or other instructions provided by Visual Compliance via documentation or training. Visual Compliance will make no effort to validate any of this information for content, correctness or usability. If Customer data does not conform to the guidelines, inferior results may be obtained, or in the case of batch services, Visual Compliance may reject such nonconforming data. Visual Compliance will notify Customer of its refusal of the material and afford Customer the opportunity to modify the material to satisfy Visual Compliance' requirements. Use of the Service requires a certain level of knowledge of the use of Internet protocols and software. Customer must have the necessary knowledge to utilize the Service. Visual Compliance does not provide this knowledge.

15. Warranties

Visual Compliance agrees to provide the Service, and maintain the data contained therein, in a professional and workmanlike manner. Visual Compliance warrants that (i) the Service will achieve in all material respects the functionality described in the Documentation applicable to the Service purchased by Customer, and (ii) such functionality of the Service will not be materially decreased during the Term. Visual Compliance warrants to the best of its knowledge that the Service will at the time of delivery will be free of viruses, Trojan horses, worms, spyware, or other such malicious code ("Malicious Code"), except for any Malicious Code contained in Customer Data or otherwise originating from Customer or its Users.

Customer acknowledges that the Material provided is a compilation of information obtained from third party Government sources. Therefore, except as stated above, Customer expressly agrees that the use of this Service is at its sole risk. Neither Visual Compliance, its affiliates nor any of their respective employees, agents, third-party content providers or licensors, if any, warrant that the use of this Service will be uninterrupted or error free; nor do they make any warranty as to the results that may be obtained from use of this Service provided therein, or as to the accuracy, reliability, or content of the Materials or any other information provided through this Service.

All Material contained or referred to in this Service are provided on an "as is" basis and without any representation or warranty of any kind. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE WARRANTIES AND ALL OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY EXCLUDED, INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.

Visual Compliance does not represent or warrant that the overall system outside of Visual Compliance's ownership or control that makes the Service available will be free of viruses or other harmful components.

Customer acknowledges that Visual Compliance is not a "consumer reporting agency" and that the Materials and reports provided by the Service do not constitute "consumer reports" or "investigative consumer reports" as such terms are defined in the Fair Credit Reporting Act, 15 U.S.C. §1681, et seq. (FCRA), or any applicable state fair credit reporting laws. Accordingly, Customer represents and warrants that Customer will not use the Materials and reports provided by the Service for any permissible purpose under FCRA or applicable state or national fair credit reporting laws.

16. Limit of Liability

CUSTOMER AGREES THAT THE CONSIDERATION WHICH VISUAL COMPLIANCE IS CHARGING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY VISUAL COMPLIANCE OF THE RISK OF CUSTOMER'S INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOSS OF, OR DAMAGE TO, DATA, LOST PROFITS OR REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COST OF COVER, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES OR INDIRECT DAMAGES OF ANY TYPE OR KIND, HOWEVER CAUSED, WHETHER FROM BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT (AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY LAW).

EXCEPT WITH REGARD TO AMOUNTS PAYABLE BY CUSTOMER UNDER THIS AGREEMENT OR ANY DIRECT DAMAGES RELATED TO CUSTOMERS BREACH OF SECTION 6 (RESTRICTIONS), THE MAXIMUM LIABILITY OF EITHER PARTY TO THE OTHER OR ANY THIRD PARTY WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE USE OR OTHER DEPLOYMENT OF THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STATUTORY DUTY OR OTHERWISE, SHALL IN NO CASE EXCEED THE EQUIVALENT OF TWELVE (12) MONTHS IN SUBSCRIPTION FEES FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM.

THE PURPOSE OF THIS SECTION IS TO LIMIT THE POTENTIAL LIABILITY OF THE PARTIES ARISING FROM THIS AGREEMENT. THE FOREGOING LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF THE CUSTOMER'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF FEES CHARGED FOR THE SERVICE TO THE CUSTOMER.

17. Indemnity

Visual Compliance shall, at its own expense and subject to the limitations set forth in this section 17, defend Customer from and against any and all allegations, threats, claims, suits, and proceedings brought by third parties (collectively "Claims") alleging that the Service, as used in accordance with the terms and conditions of this Agreement, infringes the copyrights, trade secrets, patents or trademarks of such third party and shall hold Customer harmless from and against liability, damages, and costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys' fees) (collectively, "Losses") to the extent based upon such a Claim. Excluded from these indemnification obligations are Claims to the extent arising from (a) use of the Service in violation of this Agreement or applicable law and (b) use of the Service after Visual Compliance notifies Customer to discontinue use because of an infringement claim.

Visual Compliance shall, at its own expense and subject to the limitations set forth in this section 17, defend Customer from and against any Claims that arise out of or result directly from Visual Compliance's gross negligence or willful misconduct in preventing unauthorized access to confidential Customer Data and shall hold Customer harmless from and against liability for any Losses to the extent based upon such Claims.

Customer shall, at its own expense and subject to the limitations set forth in this section 17, defend Visual Compliance from and against any and all Claims arising out of Customer's breach of the use parameters for the Service or the Confidential Information obligations and shall hold Visual Compliance harmless from and against liability for any Losses to the extent based upon such Claims.

18. Termination and Renewal

Either party may immediately terminate this Agreement and any applicable Orders issued hereunder in the event the other party commits a material breach of any provision of this Agreement that is not cured within thirty (30) days of written notice from the non-breaching party. Such notice by the complaining party shall expressly state all of the reasons for the claimed material breach in sufficient detail so as to provide the alleged breaching party a meaningful opportunity to cure such alleged breach. Upon termination or expiration of this Agreement for any reason, Customer shall have no rights to continue use of the Service. If this Agreement is terminated as a result of Customer’s material breach of the Agreement, then Visual Compliance shall be entitled to all of the fees due under this Agreement for the entire Term. If this Agreement is terminated as a result of Visual Compliance's material breach of this Agreement, then Customer shall be entitled to a refund of the pro rata portion of any prepaid subscription fees paid by Customer to Visual Compliance's under this Agreement for the remaining terminated portion of the Term. Customer's subscription to the Service will automatically renew for the term stated in Order, unless written intent to cancel is received by Visual Compliance at least 90 days before the subscription expiry date.

19. Suspension

Visual Compliance reserves the right to suspend Customer's access to and/or use of the Service for any accounts for which any payment is due but unpaid but only after Visual Compliance has provided Customer at least two (2) delinquency notices, and at least forty-five (45) days have passed since the transmission of the first notice. Customer agrees that Visual Compliance shall not be liable to Customer other third party for any suspension of the Service pursuant to this section.

Customer agrees that Visual Compliance may with reasonably contemporaneous telephonic or electronic notice to Customer suspend one User's or several Users' access to the Service if Visual Compliance reasonably concludes that such Users' use of the Service: (i) is being used to engage in denial of service attacks, spamming, or illegal activity; or (ii) is causing immediate, material and ongoing harm to Visual Compliance or others. In the event, that Visual Compliance suspends Users' access to the Service, Visual Compliance will use commercially reasonable efforts to limit the suspension to User or User(s) reasonably suspected of causing the problem and to resolve the issues causing the suspension of Service. Customer further agrees that Visual Compliance shall not be liable to Customer nor to any third party for any suspension of the Service under such circumstances as described in this section.

20. Changes to the Service

Subject to any express warranty, Visual Compliance may make modifications to the Service or particular components of the Service from time to time and will use commercially reasonable efforts to notify Customer of any material modifications. Notwithstanding the above, Customer understands that modifications to the Service at short notice may be necessary for compliance purposes. Visual Compliance reserves the right to discontinue offering the Service at the conclusion of Customer's then current Term. Visual Compliance shall not be liable to Customer nor to any third party for any modification of the Service as described in this section.

Visual Compliance may update the Materials at any time without notice as required for compliance purposes.

21. Changes to the Agreement

Visual Compliance may make changes to this Agreement from time to time. The new version will be posted online and will apply as of the day of posting. Customer will be notified of any material changes to the Agreement.

22. Compliance with Laws

Customer shall comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Service, including without limitation those related to privacy, electronic communications and anti-spam legislation. Customer shall comply with the export laws and regulations of the United States and other applicable jurisdictions in using the Service and obtain any permits, licenses and authorizations required for such compliance. Without limiting the foregoing, (i) Customer represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, (ii) Customer shall not permit Users to access or use the Service in violation of any U.S. export embargo, prohibition or restriction, and (iii) Customer shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which its Users are located.

23. Choice of Law and Venue

This Agreement shall be deemed to have been made and performed exclusively in the state of Delaware and shall be governed by and construed under the laws of Delaware and the laws of the United States applicable therein without giving effect to its conflict of laws principles. Customer hereby submits to the exclusive forum, jurisdiction and venue of the courts of Delaware for any claim related hereto, arising herefrom or in connection herewith and agree not to bring any action, claim, suit or proceeding against Visual Compliance (or any officer, director, or employee thereof) in any jurisdiction other than Delaware. Notwithstanding the above, if Customer is an entity of the U.S. Government, this Agreement is governed by the laws of the United States; if Customer is an entity of a state or local government in the United States, this Agreement is governed by the laws of that state. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Agreement.

24. Dispute Resolution

Each party agrees that before it or any employee, agent or representative of the party files a claim or suit with a federal or state agency or court or other public forum, it shall provide thirty (30) days prior written notice to the other party and that, within such thirty (30) day period (or longer, if extended by mutual desire of the parties), authorized representatives of the parties shall meet (or confer by telephone) at least once in a good faith attempt to resolve the perceived dispute.

25. Assignment

Visual Compliance may assign all or part of this Agreement to any person. Customer may not assign its rights or delegate its duties under this Agreement, either in whole or in part, without the prior written consent of Visual Compliance. Should Visual Compliance consent to any such assignment, such consent may be subject to such terms and conditions as Visual Compliance may require.

No assignment by Customer of this Agreement, in whole or in part, will relieve Customer from its obligations under this Agreement. Such assignment will also not impose any liability upon Visual Compliance to any assignee, except to the extent expressly set out in any written consent to the assignment executed by Visual Compliance in accordance with section 25 (b) above.

26. Entire Agreement

This Agreement and the Order constitute the entire agreement concerning the subject matter and supersede any prior or contemporaneous communications.

27. Waiver

Any failure by Visual Compliance to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Any waiver must be in writing and signed by an authorized representative of the waiving party. A waiver of any breach of this Agreement is not a waiver of any other breach.

28. Severability

If for any reason a court of competent jurisdiction finds any provision of this Agreement or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect.

29. Relationship of Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

30. Force Majeure

Neither party will be liable to the other for a failure or delay in its performance of any of its obligations under this Agreement (except for the payment of amounts due hereunder) to the extent that such failure or delay is caused by circumstances beyond its reasonable control or by events such as fire, riot, flood, labor disputes, natural disaster, regulatory action, internet or telecommunications failures, terrorist acts, or other causes beyond such party's reasonable control, provided that the non-performing party gives written notice of such condition and continues or resumes its performance of such affected obligation to the maximum extent and as soon as reasonably possible.

31. Survival

Provisions in sections: 7. Ownership of Customer Data, 8. Visual Compliance Intellectual Property, 12. Confidentiality, 15. Warranties, 16. Limit of Liability, 17. Indemnity, 23. Choice of Law and Venue, 24. Dispute Resolution, 25. Assignment, 26. Entire Agreement, 27. Waiver, 28. Severability, 29. Relationship of Parties, 32. Timing of Actions and 33. Notifications will survive termination or expiry of this Agreement.

32. Timing of Actions

Any cause of action Customer may have with respect to Customer's use of this Service or which is the subject of this Agreement must be commenced within one (1) year after the claim or cause of action arises.

33. Notices

Notices between the parties will be by via courier or registered mail with confirmation of receipt. Addresses used will be the ones set forth in the applicable Order or such other address as a party hereto will notify the other in writing. Notices should be marked "Attention: Legal Notices."

Version: 02-11-2019