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VALENCE LABS POLARIS PLATFORM AGREEMENT

This Agreement was last updated on April 3, 2024.

This Valence Labs Software-As-A-Service Agreement (together with any attachments, exhibits, and/or amendments hereto, as amended from time to time, collectively, the "Agreement") forms an agreement between the User (such User, the "User") accessing or otherwise using (the terms "use" and "using" will refer to any of the foregoing) the Polaris Platform (as defined below) and Valence Discovery Inc., the company operating under the name of Valence Labs, a wholly owned subsidiary of Recursion Pharmaceuticals Inc., and its affiliated company Recursion Canada Inc. ("Valence Labs"), the supplier of the Polaris Platform and is entered into on the earlier of the date User first uses any part of the Polaris Platform and the date User agrees to be bound by this Agreement (the "Effective Date"). One of the key features of the Polaris Platform is that it allows the User to upload User Data (as defined below) and make User Data available to Other Users (as defined below). The User Data is the User's sole responsibility. The User acknowledges that the User Data is a critical and sensitive aspect of the Polaris Platform and that any breach of User's obligations or warranties regarding the User Data may result in serious consequences, such as loss of data, liability, or termination of the User's account. The User agrees to cooperate with Valence Labs and provide any information or assistance that Valence Labs may reasonably request in relation with the User Data. Valence Labs and User will be referred to together as the "Parties" and each a "Party".

This Agreement sets forth the terms and conditions that govern the provision and use of the Polaris Platform.

BY USING THE POLARIS PLATFORM (INCLUDING THE WEBSITE, AS DEFINED BELOW), USER ACKNOWLEDGES THAT USER 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 11(k). IF USER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, USER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE POLARIS PLATFORM. USER REPRESENTS AND WARRANTS TO VALENCE LABS THAT USER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF USER IS USING THE POLARIS PLATFORM ON BEHALF OF ANOTHER PERSON, USER HEREBY REPRESENTS AND WARRANTS TO VALENCE LABS THAT USER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

1. Definitions

Capitalized terms used in this Agreement have the meaning ascribed to them in the preamble or in this Section 1 as follows:

"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.
"Aggregated Data" has the meaning set out in Section 5(a)(iii).
"Applicable Laws" means applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any Governmental or Regulatory Authority.
"Benchmark" means:

the portion of a Dataset used as an input for a Model;
the portion of a Dataset used as an output from a Model;
the portion of a Dataset used to train models on User Data;
the portion of a Dataset used to test models trained on User Data; and
the numerical metrics used to evaluate the performance of a model.

"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.
"Confidential Information" has the meaning set out in Section 6(a).
"Dataset" means any data that a User or a Other User has generated, aggregated, curated, or compiled, which is then subsequently uploaded to the Polaris Platform.
"Discloser" has the meaning set out in Section 6(a).
"Documentation" means Valence Labs' manuals, instructions or other documents or materials that Valence Labs provides or makes available to User in any form or medium and which describe the functionality, components, features or requirements of the Polaris Platform, including any aspect of the installation, configuration, integration, operation, use, support or maintenance of them.
"Feedback" has the meaning set out in Section 5(c).
"Force Majeure Event" has the meaning set out in Section 11(f).
"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 Term" has the meaning set out in Section 10(a).
"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.
"Model" means a computational framework that is designed to predict a set of outputs from a set of inputs.
"Modifications" means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations.
"Other User" means any individual or entity that is authorized by Valence Labs to access or use Datasets uploaded or entered into the Polaris Platform by a User and Other User Data.
"Other User Data" means any Datasets, Benchmarks, Results, data, information, content, records, and files that a Other User loads or enters into or transmits to the Polaris Platform.
"Other User License" means the terms of the license granted by a Other User to User or another Other User to access and use a Dataset that such Other User makes available through the Polaris Platform.
"Polaris Platform" means the services through: (i) which Valence Labs hosts and makes available the Valence Labs Software; and (ii) any component or Modification of the services referred to in (i).
"Recipient" has the meaning set out in Section 6(a).
"Renewal Term" has the meaning set out in Section 10(a).
"Results" means the results produced by a Model when evaluated on the portion of a Dataset used to test models trained on User Data .
"Term" means the Initial Term and any Renewal Term.
"Third Party Licensed Technology" means third party technology that is licensed under separate license terms and not under this Agreement.
"User Data" means any Datasets, Benchmarks, Results, data, information, content, records, and files that User loads or enters into or transmits to the Polaris Platform.
"User License" means the terms of the license granted by User to a Other User to access and use a Dataset that User makes available through the Polaris Platform.
"Valence Labs Indemnitee" has the meaning set out in Section 8(a).
"Valence Labs Property" has the meaning set out in Section 5(b).
"Valence Labs Software" means all software used by Valence Labs to provide the Polaris Platform, and any updates provided as part of the Polaris Platform.
"Website" means any websites used by Valence Labs to provide the Polaris Platform, including the website(s) located at https://polarishub.io/

2. The Polaris Platform

Provisioning of the Polaris Platform. Subject to User's compliance with the terms and conditions of this Agreement, Valence Labs will make the Polaris Platform available to User on the terms and conditions set out in this Agreement during the Term.
Restrictions on Use. User will not itself, and will not permit others to:

sub-license, sell, rent, lend, lease or distribute the Polaris Platform or any Intellectual Property Rights therein, or otherwise make the Polaris Platform available to any third parties;
use or access the Polaris Platform:

in violation of any Applicable Laws or Intellectual Property Right;
in a manner that threatens the security or functionality of the Polaris Platform; or
for any purpose or in any manner not expressly permitted in this Agreement;

use or access the Polaris Platform to create, collect, transmit, store, use or process any User Data or Other User Data:

that User does not have the lawful right to create, collect, transmit, store, use or process;
that violates any Applicable Laws, 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
that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;

copy or modify the Polaris Platform;
reverse engineer, de-compile or disassemble the Polaris Platform or any part thereof;
access or use the Polaris Platform for purposes of benchmarking or competitive analysis of such Polaris Platform;
access or use the Polaris Platform for the purpose of building a similar or competitive product or service;
remove or obscure any proprietary notices or labels on the Polaris Platform, including brand, copyright, trademark and patent or patent pending notices; or
perform any vulnerability, penetration or similar testing of the Polaris Platform.

Permitted Purpose. User may access and use the Polaris Platform in accordance with the terms and conditions of this Agreement.
Suspension of Access; Scheduled Downtime; Modifications. Valence Labs may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement:

suspend User's access to or use of the Polaris Platform or any component of them:

for scheduled maintenance;
due to a Force Majeure Event;
if Valence Labs believes in good faith that User has violated any provision of this Agreement;
to address any emergency security concerns;
if required to do so by a Governmental or Regulatory Authority or as a result of a change in Applicable Laws; or
for any other reason as provided in this Agreement;

make any Modifications to the Polaris Platform. User is required to accept all patches, bug fixes and updates made by or on behalf of Valence Labs to the Polaris Platform;
modify or amend the User License at any time; and
refuse or remove any User Data in its sole discretion.

Subcontracting. Valence Labs may engage third parties to provide the Polaris Platform or any part thereof.
Third Party Licensed Technology. If the Polaris Platform contain or require the use of Third Party Licensed Technology, User will accept and comply with the license terms applicable to such Third Party Licensed Technology. If User does not agree to abide by the applicable license terms for any such Third Party Licensed Technology, then User should not install, access, or use such Third Party Licensed Technology. Any acquisition by User of Third Party Licensed Technology, and any exchange of data between User and any such provider of Third Party Licensed Technology is solely between User and the applicable Third Party Licensed technology provider. Valence Labs does not warrant or support Third Party Licensed Technology, even if they are designated by Valence Labs as "certified" or otherwise recommended. Valence Labs cannot guarantee the continued availability of Third Party Licensed Technology features, and may cease providing them without entitling User to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Licensed Technology ceases to make the Third Party Licensed Technology available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to Valence Labs. Valence Labs is not responsible for any disclosure, Modification or deletion of User Data resulting from access to User Data by such Third Party Licensed Technology or their providers.

3. User Data

User may upload, store, process, or transmit User Data while using the Polaris Platform, subject to the terms and conditions of this Agreement and any Applicable Laws. User is solely responsible for the content of the User Data and for any results or consequences from the upload or use of the User Data. Valence Labs does not endorse any User Data.
User may upload, store, process, or transmit different User Data with different User Licenses.
Valence Labs may delete or prohibit the uploading or making available on the Polaris Platform any User Data that, in its sole discretion, violates any Applicable Law, the terms of this Agreement, or any other terms or policies of Valence Labs.
User will comply with all reasonable instructions issued by Valence Labs relating to the User Data as part of its use of the Polaris Platform.
Datasets uploaded to the Polaris Platform will be made available to each Other User subject to the terms of the User License.
The User will select the User License for each Dataset from a predetermined list of license options provided by Valence Labs.
In the event no User License for a Dataset is provided, User grants each Other User a nonexclusive and worldwide right to use, display, and perform such Dataset through the Polaris Platform and to reproduce such Dataset solely on the Polaris Platform as permitted by Valence Labs.

4. Other User Data

Other User may present User with a Other User License governing access to and use of the Dataset of Other User. User agrees to comply with any Other User License that applies to such Dataset that User accesses or uses through the Polaris Platform.
In the event no Other User License is provided for a Dataset, then User will be granted a nonexclusive and worldwide right to use, display, and perform such Dataset and to reproduce such Dataset solely as permitted by Valence Labs.
User will comply with all reasonable instructions issued by Valence Labs relating to the Other User Data as part of its use of the Polaris Platform.

5. Ownership; Reservation of Rights and License Grants

Subject to the rights granted in this Section 5, User retains all right, title and interest in and to User Data, including any Intellectual Property Rights in User Data. User grants to Valence Labs, and its subcontractors a nonexclusive, worldwide, perpetual, royalty-free, irrevocable, sublicensable and fully paid-up right to access, collect, use, store, archive, display, process, store, transfer, transmit, copy, modify, adapt, and display User Data to:

provide the Polaris Platform; and
improve and enhance the Polaris Platform and its other offerings.
produce, copy, or generate data, information or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the "Aggregated Data").
Valence Labs may use, process, store, disclose, transfer, transmit, copy, modify and display the Aggregated Data for any purpose and without restriction or obligation to User of any kind. Aggregated Data is not User Data and is not User's Confidential Information.

Valence Labs or its licensors retain all right, title and interest, including any Intellectual Property Rights in and to:

the Polaris Platform;
anything used, developed or delivered by or on behalf of Valence Labs under this Agreement;
all other Valence Labs' Confidential Information, including any reports generated from the Polaris Platform;
Valence Labs Software;
Documentation; and
any Modifications to the foregoing (i) to (vi),

(collectively, "Valence Labs Property").

To the extent that User submits ideas, suggestions, documents, or proposals regarding the Polaris Platform to Valence Labs ("Feedback"), User acknowledges and agrees that:

the Feedback does not contain confidential or proprietary information and Valence Labs is not under any obligation of confidentiality with respect to the Feedback; and
Valence Labs 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 User for such use.

Subject to the terms and conditions of this Agreement, Valence Labs hereby grants to User a revocable, non-exclusive, non-transferable, non-sub-licensable, limited license during the Term to use the Documentation solely for the purpose of use and receipt of the Polaris Platform.
To the extent necessary for Valence Labs to exercise its rights under this Section 5, User hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any and all moral rights or similar rights that User may have in or to any User Data, and agrees not to assert or enforce such rights against Valence Labs.

6. Confidential Information

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 Valence Labs, any of its 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, Valence Labs Property, this Agreement and where Discloser is User, User's Confidential Information includes User Data. Notwithstanding the foregoing, Confidential Information does not include any information that: (a) 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; (b) 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; (c) 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 (d) 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.
Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times following the Term it will:

not disclose Confidential Information of Discloser to any person without the express written consent of Discloser, except to its own personnel (if Recipient is User), or its and its Affiliate's employees, contractors, subcontractors, advisors, consultants, officers, directors, partners, shareholders, agents and their respective successors or permitted assigns (if Recipient is Valence Labs), or such other recipients as Discloser may approve in writing, that have a "need to know" for the purposes of receiving or providing the Polaris Platform, who are informed of the confidential nature of the Confidential Information, who are directed to hold the Confidential Information in confidence and who agree in writing, or are otherwise legally bound, to comply with confidentiality obligations in respect of such Confidential Information that are no less stringent than the provisions of this Agreement;
not use Confidential Information of Discloser or permit it to be accessed or used for any purpose except to exercise its rights or perform its obligations under this Agreement;
not alter or remove from any Confidential Information of Discloser any proprietary legend; and
maintain the Confidential Information of Discloser in strict confidence, which will include taking measures to protect the confidentiality and security of such Confidential Information using a reasonable standard of care, and no less than the standard of care taken to protect its own Confidential Information of similar sensitivity.

Exceptions to Confidentiality. Notwithstanding Section 6(b), Recipient may disclose Discloser's Confidential Information:

only if and to the extent legally compelled or required by a Governmental or Regulatory Authority, provided that Recipient must first: (A) provide Discloser with prompt prior written notice of such compelled disclosure (except where prohibited by Applicable Laws from doing so) to give Discloser the opportunity to oppose such disclosure; and (B) cooperate fully with Discloser in protecting against or limiting any such disclosure, including 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;
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
in the case of Valence Labs, to potential assignees, acquirers or successors of Valence Labs 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 Valence Labs.

Injunction and other equitable relief. Each of the Parties acknowledge that disclosure of Discloser's Confidential Information or any other breach of this Section 6 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 6 and to the specific enforcement of the terms of this Section 6, in addition to any other remedy to which Discloser would be entitled.
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 User Data which is addressed at Section 10(d)) 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, Valence Labs may retain any electronically archived User's Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Section 5. Upon written request of Discloser, Recipient will certify in writing that it has complied with this Section 5.

7. Warranty; Disclaimer

User Warranty. User represents and warrants that the User Data does not contain any personal information or information about an identifiable individual. Notwithstanding the foregoing, User further represents, warrants, and covenants to Valence Labs that User has obtained and provided, and shall continue to obtain and provide, all necessary consents, rights and notices, and otherwise has and continues to have all necessary authority in and relating to the User Data: for Valence Labs to perform its obligations and exercise its rights under this Agreement in compliance with Applicable Laws, including applicable privacy laws; to grant each Other User the rights set out in Section 3; and without infringing, misappropriating or otherwise violating any Intellectual Property Rights or other rights of any third party, and shall inform Valence Labs immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon.
GENERAL DISCLAIMER. VALENCE LABS DOES NOT WARRANT THAT THE POLARIS PLATFORM 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 POLARIS PLATFORM EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. THE POLARIS PLATFORM (OR ANY PART OF THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY VALENCE LABS TO USER ARE PROVIDED "AS IS" AND "AS AVAILABLE". ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY LICENSED TECHNOLOGY IS STRICTLY BETWEEN USER AND THE THIRD PARTY.
TO THE EXTENT PERMITTED BY APPLICABLE LAWS, VALENCE LABS 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, VALENCE LABS EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO USER IN CONNECTION WITH USER'S USE OF THE POLARIS PLATFORM (OR ANY PART THEREOF), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY USER FOR ANY PURPOSE WHATSOEVER.

8. Indemnities

User Indemnity. User will defend, indemnify and hold harmless Valence Labs, its Affiliates, subsidiaries and each of their respective directors, officers, employees, subcontractors and other representatives (each, a "Valence Labs Indemnitee") from and against any and all Losses incurred by a Valence Labs Indemnitee arising out of or relating to any Claim by a third party (other than an Affiliate of a Valence Labs Indemnitee) that arise from or relate to: (i) User Data; (ii) unauthorized use of the Polaris Platform by User; (iii) use of the Polaris Platform (or any part thereof) by User in combination with any third party software, application or service; or (iv) any Claim arising out of or related to User's dispute with a Other User.
Indemnification Procedure. Valence Labs will promptly notify User in writing of any Claim for which Valence Labs believes it is entitled to be indemnified pursuant to this Section 8. Valence Labs will cooperate with the User at the User's sole cost and expense. User will promptly take control of the defense and investigation of such Claim (although User will not settle any Claim without Valence Lab's prior written consent) and will employ counsel of its choice to handle and defend the same, at the User's sole cost and expense. Valence Lab's failure to perform any obligations under this Section 8(b) will not relieve the User of its indemnity obligations under this Section 8. Valence Labs may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

9. Limitation of Liabilities

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:

AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF VALENCE LABS IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE EXCEED THE FIVE-THOUSAND DOLLARS ($5,000). FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL VALENCE LABS' 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 LAWS, IN NO EVENT WILL VALENCE LABS BE LIABLE TO USER 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.

10. Term and Termination

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.
Termination by Valence Labs. Valence Labs may, at its sole discretion, terminate this Agreement or suspend or terminate User's access to the Polaris Platform or any part thereof, at any time, for any reason or no reason, and without prior notice or liability to User. Valence Labs may also deny access to the Polaris Platform to User at any time, for any or no reason.
Termination by User. User may terminate this Agreement, by giving Valence Labs written notice of termination upon the occurrence of any of the following events:

Valence Labs breaches or defaults on any of the material terms or conditions of this Agreement and fails to cure such breach or default within 30 days of receipt of written notice thereof;
Valence Labs 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
any proceedings are instituted by or against Valence Labs under any insolvency laws or for reorganization, receivership or dissolution.

Effect of Termination. Upon the effective date of the expiration or termination of this Agreement:

User will immediately cease accessing or using Polaris Platform; and
User will return any Valence Labs Property in its possession and certify in writing to Valence Labs that the Valence Labs Property has been returned.

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 3 (Ownership; Reservation of Rights; and License Grants), Section 6 (Confidential Information), Section 7 (Warranty; Disclaimer), Section 8 (Indemnities), Section 9 (Limitation of Liabilities), Section 11 (General Provisions), Section 5(c) (Effect of Termination) and this Section 10(e) (Survival).

11. General Provisions

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 Valence Labs, to the following address:
Address:
6666 St. Urbain Street, Suite 100Montreal, QuebecH2S 3H1Canada
Attention:
Daniel Cohen,President of Valence Labs
with a copy to:
Véronique Bérubé, Director of Business Operations
Email:
daniel@valencelabs.com andveronique@valencelabs.com
and (ii) if to User, to the current postal or email address that Valence Labs has on file with respect to User. Valence Labs may change its contact information by posting the new contact information on the Website or by giving notice thereof to User. User is solely responsible for keeping its contact information on file with Valence Labs current at all times during the Term.
Assignment. User 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 Valence Labs. Any purported assignment or delegation by User to any third party in violation of this Section 11(b) will be null and void. Valence Labs may assign any of its rights, or delegate any of its obligations, under this Agreement to any third party without the consent of User. 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 Quebec 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 Montreal, Quebec Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing, Valence Labs may seek remedies with respect to a violation of Valence Labs' Intellectual Property Rights or Section 6 (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. User will comply with all export laws and regulations under Applicable Laws that may apply to its access to or use of the Polaris Platform. Valence Labs makes no representation or warranty that the Polaris Platform may be exported without User 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 Polaris Platform ("Force Majeure Event"). This Section does not apply to any of User's obligations under Sections 6 or 8. 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 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 User, or in User's procurement, invoicing, or vendor onboarding portal: (i) do not apply to the Polaris Platform; and (ii) do not override or form a part of this Agreement.
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, Valence Labs may unilaterally amend this agreement, in whole or in part (each, an "Amendment"), by giving User 30 days prior notice of such Amendment or posting notice of such Amendment on the Website. Unless otherwise indicated by Valence Labs, any such Amendment will become effective 30 days after the date the notice of such Amendment is provided to User or is posted on the Website (whichever is the earlier). By continuing to use the Platform after the effective date of any Amendment, User agrees to be bound by the terms of such Amendment.
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.