Access to, and use of, Lasso Informatics’ Services is subject to, and expressly conditioned upon, acceptance of these Terms of Service (the “Agreement”) by Customer. The Agreement constitutes a legally binding agreement between Customer and the Lasso Group of Companies.

INTENDING TO BE LEGALLY BOUND, THE PARTIES AGREE AS FOLLOWS:

2. DEFINITIONS

   The following terms have the following meanings:

   1. “Confidential Information” means all confidential or proprietary information of a party (the "Disclosing Party") disclosed to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the scope of this confidentiality undertaking, the parties acknowledge and agree that: (a) Customer Confidential Information includes the Customer Data; (b) Lasso Informatics Confidential Information includes the Services and the terms and conditions of this Agreement, pricing and other terms set out in Statements of Work, and (c) Confidential Information of each party includes marketing plans, budgets, financial information, technology, technical information, methods, processes, techniques, designs, computer programs and other business information disclosed by such party.
   2. “Customer” means the entity or person identified in the applicable Statement of Work.
   3. “Customer Data” means, excluding Lasso Informatics’ Confidential Information, all data unique to Customer which is submitted, posted, displayed, or transmitted to Lasso Informatics or generated by Customer through Customer’s use of the Services.
   4. “Disclosing Party” has the meaning set out in Section 1.1.
   5. “Documentation means any and all manuals, handbooks, operating procedures, instructions, specifications and other documents and materials that Lasso Informatics provides or makes available to Customer, whether in written or electronic form, and describing or explaining the functionalities of the Services; provided, however, that Documentation specifically excludes any “community moderated” forums as provided or accessible through such knowledge bases.
   6. “Feedback” has the meaning set out in Section 4.1.
   7. “Force Majeure Event” has the meaning set out in Section 10.11.
   8. "Lasso Informatics Parties” has the meaning set out in Section 4.1.
   9. “Receiving Party” has the meaning set out in Section 1.1.
   10. “Services” means the subscription to access and use Lasso Informatics’ Saas, as may be further described in the applicable Statement of Work as well as any other associated professional services described therein (as applicable). The expression “Services” also includes: (a) all proprietary technology (software, hardware, algorithms, code, processes, user interfaces, know-how, techniques, templates, designs and other tangible or intangible technical material or information) of Lasso Informatics, its licensors and service providers used by Lasso Informatics to provide its proprietary online platform, (b) system administration, system management, and system monitoring activities performed by Lasso Informatics in connection with the online proprietary platform made available by Lasso Informatics; and (c) associated technical support and software maintenance.
   11. “Statement of Work means a document entered into between Customer and Lasso Informatics, which is governed by, and subject to the acceptance of, this Agreement, and that confirms and documents the types of subscriptions to Services purchased by Customer, the applicable fees as well as other commercial terms applicable to the Services.
   12. “Subscription Term” has the meaning set out in Section 9.1.
   13. “Users” means Customer's employees, agents or consultants who are authorized by Customer to access and use the Services.
3. SERVICES
   
   1. Provision of Services. In consideration for the payment of the Fees and continued compliance with the terms herein, Lasso Informatics will make the purchased Services available to Customer and its Users pursuant to the terms of this Agreement and the applicable Statement of Work and provide Customer and its Use the right to access and use the Services during the Subscription Term. Lasso Informatics may, from time to time, update, enhance and improve the Services but agrees not to make any changes that would result in a material reduction of the content or functionality of the Services. Subsequent enhancements to the Services made generally available to all subscribing customers will be also made available to Customer at no additional charge. This Agreement will also apply to any updates to the Services as well as to upgrades and new modules or offerings provided by Lasso Informatics to Customer as part of any subsequently purchased Services. 
   2. Statements of Work. Each Statement of Work will constitute a separate contract incorporating the terms and conditions of this Agreement but entered into (including with respect to the terms of this Agreement) as of the date of each applicable Statement of Work. Each Statement of Work will be governed exclusively by the terms of this Agreement. For purposes herein, the term "Agreement" includes the Statements of Work, unless the context suggests otherwise.
   3. Availability. Subject to the terms and conditions set out in Schedule A, Lasso Informatics will host and operate the infrastructure to make the Services available to Customer 24 hours a day, 7 days a week and deploy commercially reasonable efforts to achieve the quarterly availability target set out in Schedule A.
   4. Technical Support. Lasso Informatics will provide technical support for the Services through email, telephone, and online meetings in accordance with Schedule A. 
   5. Use of Customer Data. Subject to this Agreement, including Lasso Informatics’ confidentiality obligations, Customer hereby authorizes Lasso Informatics to use the Customer Data and perform such acts with respect to the Customer Data as is necessary for Lasso Informatics to provide the Services to Customer. For clarity, Lasso Informatics will not use the Customer Data for any purpose other than providing the Services and as specifically authorized herein.
   6. Privacy. To the extent Lasso Informatics collects or otherwise processes Personal Information (as defined under applicable privacy laws) of Customer, Customer shall ensure that it has all necessary authorizations, permissions, notices and consents in place to enable the lawful processing of Personal Information by Lasso Informatics, including to disclose Personal Information to Lasso Informatics, and allow Lasso Informatics to subsequently process Personal Information to perform the Services. Customer agrees to only provide Lasso Informatics with the Personal Information necessary to provide the Services. To the extent Customer provides unlawful or unnecessary Personal Information to Lasso Informatics, it shall notify Lasso Informatics without delay 
   7. Permitted Use, Restrictions. Customer shall not provide access to, or use of, the Services to anyone other than Users. Customer is responsible for its Users’ compliance with this Agreement and for its Users’ use of the Services. Customer shall not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit the Services or make the Services available to any third party, other than to Users or as otherwise authorized under this Agreement; (b) use the Services to collect, transmit or process any material that is infringing, obscene, threatening, libelous, or otherwise unlawful or tortious, including material that is harmful to children or violates third party privacy rights; (c) use the Services to send, store, publish, post, upload or otherwise transmit any malware, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; (d) interfere with or disrupt the integrity or performance of the Services; (e) attempt to gain unauthorized access to the Services or their related systems or networks; (f) use or knowingly permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Services; (g) access the Services for the purpose of building a similar or competitive product; (h) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code or modify the Services. 
   8. Customer Data. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data. Customer represents and warrants that it has obtained all rights, permissions, and consents necessary for the collection, processing, use and transfer of the Customer Data in conjunction with Lasso Informatics’ provision of the Services.
4. FEES AND PAYMENT TERMS
   
   1. Fees. Customer agrees to pay the fees specified in each Statements of Work, in the currency specified in each Statement of Work. All amounts payable under this Agreement will be paid without setoff or counterclaim, and without any deduction or withholding.
   2. Invoicing and Payment. Invoicing and payment terms are as set forth in the applicable Statement of Work and all fees paid are non-refundable.
   3. Suspension of Service. If any amounts owed by Customer for the Services are more than 15 days overdue, Lasso Informatics may, without limiting Lasso Informatics’ other rights and remedies, suspend Customer’s and its Users’ access to the Services until such amounts are paid in full.
   4. Late Payments. If a payment is not received when due, Lasso Informatics may charge late fees at the rate of 1.5% per month (19.56% per year), and Customer hereby agrees to pay such fees.
   5. Taxes. The fees specified in an Statement of Work are exclusive of applicable taxes, assessments, tariffs, duties or other fees imposed, assessed or collected by or under the authority of any governmental body (collectively, “Taxes") and Customer is solely responsible for the payment of all such Taxes arising from Lasso Informatics' provision of the Services hereunder, except any taxes assessed on Lasso Informatics’ income. If Lasso Informatics is legally required to collect from Customer and remit Taxes related to Customer’s use of the Services hereunder, Customer agrees to promptly reimburse Lasso Informatics for any amounts paid by Lasso Informatics.
5. OWNERSHIP RIGHTS
   
   1. Services. Lasso Informatics, and the service and/or technology providers used by Lasso Informatics to provide and deliver the Services (collectively the "Lasso Informatics Parties") own, or are authorized to use and exploit, all rights, titles and interests in and to the Services, including all related intellectual property rights. Lasso Informatics reserves all rights not expressly granted to Customer under this Agreement. Neither Customer nor any User will delete or in any manner alter the copyright, patents, trademark, and other proprietary notices of Lasso Informatics appearing on the Services or any portion or interface thereof. Additionally, Lasso Informatics has the right to freely and without compensation use suggestions, enhancement or improvement requests, recommendations or other feedback provided by Customer and its Users relating to the Services ("Feedback"), and Customer hereby grants Lasso Informatics an irrevocable, worldwide, royalty-free right to use or implement all Feedback (or any portion of it), including all intellectual property rights associated with it.
   2. Customer Data. As between Lasso Informatics and Customer, Customer is the owner of all rights, titles and interests in and to Customer Data. 
   3. Statistical Information and Algorithmic Training. Lasso Informatics may monitor Customer’s use of the Services and use data related to Customer's use yet only in an aggregate and anonymous manner, to compile statistical and performance information related to the provision and operation of the Services, to train artificial intelligence models or other functionality or to support benchmarking or the development of future features of the Services. Lasso Informatics may also use, and Customer hereby grants Lasso Informatics an irrevocable, worldwide and royalty-free right to use, the Customer Data for the purpose of supporting the benchmarking or development of new features or products, the training of artificial intelligence models, algorithms or other functionality in an anonymized or de-identified fashion or the maintenance, development and improvement of the Services generally. Customer agrees that Lasso Informatics may make such anonymous information publicly available, provided that such information is aggregated with other information and does not incorporate any item of information or data that may trace back and/or identify Customer, or its Confidential Information. Lasso Informatics is the owner and retains all intellectual property rights in such anonymized or de-identified, statistical and performance information. 
6. CONFIDENTIALITY
   
   1. Treatment of Confidential Information. The Receiving Party shall use the same degree of care to protect the confidentiality of the Disclosing Party's Confidential Information that it uses to protect its own Confidential Information (but in no event less than reasonable care) and shall not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s written consent.
   2. Exceptions. Confidential Information does not include information that: (i) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (ii) is already known to the Receiving Party at the time of its disclosure by the Disclosing Party, without a breach of any obligation owed to the Disclosing Party; (iii) following its disclosure to the Receiving Party, is received by the Receiving Party from a third party without breach of any obligation owed to the Disclosing Party; or (iv) is independently developed by the Receiving Party.
   3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, regulation or legal process. Unless such compelled disclosure is to enforce the provisions of this Agreement, the Receiving Party must, however: (i) provide the Disclosing Party with prompt written notice of the requirement to disclose, (ii) provide the Disclosing Party with reasonable assistance in the event the Disclosing Party wishes to oppose or contest such disclosure, and (iii) limit its disclosure to what is strictly required by law, regulation or legal process.
   4. Injunctive Relief. The Parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Disclosing Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief.
7. WARRANTIES AND DISCLAIMERS
   
   1. Warranty. Each party warrants that it has the legal authority to enter into this Agreement. Lasso Informatics warrants to Customer that the Services will materially conform with the relevant Documentation and that any professional services will be performed in a competent manner. Customer’s sole remedy, and Lasso Informatics’ entire liability, for a breach of this warranty will be to repair or reperform the Services within a commercially reasonable timeframe to bring them substantially into conformance with the relevant Documentation and this warranty.
   2. DISCLAIMERS. THE ONLY WARRANTIES FOR THE SERVICES ARE SET OUT IN SECTION 6.1 AND THE LASSO INFORMATICS PARTIES DO NOT FORMULATE ANY OTHER WARRANTIES IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET OUT IN SECTION 6.1 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LASSO INFORMATICS PARTIES EXPRESSLY DISCLAIM ALL IMPLIED AND LEGAL WARRANTIES (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). THE LASSO INFORMATICS PARTIES DO NOT REPRESENT OR WARRANT THAT: (A) USERS WILL ACHIEVE SPECIFIC OR ANTICIPATED RESULTS FROM THEIR USE OF THE SERVICES; IN OTHER WORDS, WHILE LASSO INFORMATICS BUILDS ITS SERVICES USING GOOD PRACTICES IN THE RELEVANT FIELDS, LASSO INFORMATICS ULTIMATELY HAS NO CONTROL OVER HOW WELL THE SERVICES AND SERVICES OUTPUT ARE USED BY CUSTOMER AND THE CONSEQUENCES SUCH USE OR MISUSE MAY GENERATE; (B) THE SERVICES WILL PROVIDE OR GENERATE ACCURATE OR USEABLE RESULTS, RESPONSES OR OUTPUTS; (C) THE SERVICES WILL CONFORM TO APPLICABLE LAW OR BE FREE FROM VIRUS OR MALWARE; (D) CUSTOMER DATA WILL BE SECURE OR NOT LOST OR ALTERED; OR (E) THE SERVICES WILL BE ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED . THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, THIRD PARTY SERVICES, ARTIFICIAL INTELLIGENCE TOOLS OR ENGINES OR ELECTRONIC COMMUNICATIONS. THE LASSO INFORMATICS PARTIES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
8. INDEMNIFICATION
   
   1. Indemnification by Lasso Informatics. Lasso Informatics, at its expense, will defend and pay any settlement amounts and damages, costs and expenses (including reasonable attorneys’ fees) awarded by a court of final jurisdiction arising out of any third-party claim, suit or proceeding alleging that Customer’s use of the Services in accordance with this Agreement infringes a third party’s copyright or Canadian or U.S. patent. The foregoing obligations do not apply with respect to a claim of infringement if such claim arises out of (i) Customer’s use of infringing Customer Data; (ii) use of the Services in combination with any software, hardware, network or system not supplied by Lasso Informatics where the alleged infringement relates to such combination; (iii) any modification or alteration of the Services other than by Lasso Informatics; or (iv) Customer’s continued use of the Services after Lasso Informatics notifies Customer to discontinue use. If any claim which Lasso Informatics is obligated to defend has occurred, or in Lasso Informatics’ determination is likely to occur, Lasso Informatics may, in its sole discretion and at its option and expense: (a) obtain for Customer the right to use the allegedly infringing item or feature, (b) substitute a functionally equivalent, non-infringing replacement for such item or feature, (c) modify such item or feature to make it non-infringing and functionally equivalent, or (d) terminate this Agreement and refund to Customer any prepaid amounts attributable to the period of time between the date Customer was unable to use the Services due to such claim and the remaining days in the then-current Subscription Term.
   2. Indemnification by Customer. Customer, at its expense, will defend and pay any settlement amounts or damages awarded by a court of final jurisdiction arising out of any third-party claim, suit or proceeding (i) alleging that the Customer Data infringes any data or privacy protection law, trade secret, trademark, copyright, or patent; or (ii) arising from occurrence of the conditions set forth in Section 7.1(i)-(iv) above.
   3. Conditions. The parties’ obligations under this Section 7 are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim under this Section, (ii) giving the indemnifying party sole control of the defense or settlement of the claim, and (iii) cooperating in the investigation and defense of such claim(s). The indemnifying party must not settle or consent to judgment in any such claim that adversely affects the rights or interests of the indemnified party or imposes additional obligations on the indemnified party, without the prior express written consent of the indemnified party. The rights and remedies set forth in this Section 7 are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of an applicable third-party claim.
9. LIABILITY
   
   1. LIMITATION OF LIABILITY. EXCEPT AS SET OUT IN SECTION 8.2, IN NO EVENT WILL LASSO INFORMATICS’ LIABILITY ARISING OUT OF OR RELATED TO AN STATEMENT OF WORK, WHETHER PURSUANT TO CONTRACTUAL OR EXTRACONTRACTUAL LIABILITY, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT PAID TO LASSO INFORMATICS BY CUSTOMER UNDER THE APPLICABLE STATEMENT OF WORK IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY.  
   2. EXCEPTIONS. THE LIMITATION OF LIABILITY IN SECTION 8.1 DOES NOT APPLY TO LIABILITY RESULTING FROM LASSO INFORMATICS’ INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 7.
   3. EXCLUSION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY RESULTS OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF SUCH PARTY OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE REASONABLY FORESEEN THEM.
10. TERM AND TERMINATION
    
    1. Term. This Agreement commences on the earlier of (i) the date on which this Agreement is accepted by Customer or (ii) the date on which Customer is given access to the Services. Unless earlier terminated in accordance with the terms herein, the Agreement remains in force until the expiration or termination of the last Statement of Work then in force or, if longer, for as long as Lasso Informatics maintains Customer’s access to the Services. Customer’s right to access and use the Services pursuant to an Statement of Work begins on the start date specified in the applicable Statement of Work and continues for the duration specified in such Statement of Work (the "Subscription Term"). Unless otherwise specified in the Statement of Work, the Subscription Term will automatically extend for additional periods of 12 months each, provided Customer is not in breach of its obligations under the Agreement or the applicable Statement of Work, unless a party notifies the other party of its intent not to renew the Statement of Work no less than 30 days prior to its expiration. 
    2. Termination for Cause. This Agreement and applicable Statements of Work may be terminated by either party for cause as follows: (i) upon 30 days’ written notice if the other party breaches or defaults under any material provision and does not cure such breach prior to the end of such 30-day period, (ii) effective immediately and without notice if the other party ceases to do business, or otherwise terminates its business operations, except as a result of an assignment permitted hereunder or (iii) effective immediately on written notice to the other party, if such other party: (a) is dissolved, liquidated, or wound-up or takes any corporate action for such purpose; (b) becomes insolvent or is generally unable to pay its debts as they become due; (c) becomes the subject of any voluntary or involuntary bankruptcy proceeding under any federal or foreign bankruptcy or insolvency law; (d) makes or seeks to make a general assignment for the benefit of its creditors; or (e) applies for, or consents to, the appointment of a trustee, receiver, receiver-manager, or custodian for all or a substantial part of its property. Lasso Informatics may temporarily cease performance of its obligations during any Customer cure period.
    3. Termination for Convenience. Unless otherwise specified in the applicable Statement of Work, Customer hereby waives any right it may have to terminate this Agreement or an Statement of Work for convenience, including any right it may have under sections 2125 and 2129 of the Civil Code of Quebec.
    4. Effects of Termination. Upon termination or expiration of this Agreement or an Statement of Work: (i) Customer’s and the Users’ right to access and use the applicable Services will terminate immediately, and (ii) Customer must permanently destroy all copies of Lasso Informatics Confidential Information and upon request certify in writing that no copies have been retained by it. In the event of early termination of this Agreement or an Statement of Work other than for cause by Lasso Informatics, Lasso Informatics will issue one invoice for the fees owed for the remainder of the Subscription Term and Customer shall pay such fees within the timeframe specified on the Statement of Work. 
    5. Retrieval of Customer Data. Upon termination or expiration of the Subscription Term and provided no amount is then owed to Lasso Informatics by Customer, upon Customer’s request made within 30 days after the applicable date of termination or expiration, Lasso Informatics will make Customer Data available for download by Customer in plain text format. After such 30-day period, Lasso Informatics will have no obligation to maintain or provide any Customer Data and will thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control.
    6. Survival. Except to the extent expressly provided to the contrary herein, Sections 4 through 10 will survive the termination of this Agreement.
11. GENERAL
    
    1. U.S. Government End Use Provisions. When applicable, Lasso Informatics provides the Services, including related technology, for ultimate United States federal government end use in accordance with the following: the Services consist of “commercial product” or “commercial service,” as defined at FAR 2.101. In accordance with FAR 12.211, 12.212 and DFARS 227.7202, as applicable, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Services shall be as provided in the Agreement. If a government agency needs additional rights, it must negotiate a mutually acceptable written addendum to the Agreement specifically granting those rights.
    2. Relationship. Lasso Informatics and Customer are independent contractors, and this Agreement does not create a partnership, joint venture, employment or agency relationship between the parties. This is a non-exclusive arrangement.
    3. Entire Understanding. This Agreement, including all Statements of Work, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, oral or written, regarding the subject matter covered by this Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and any Statement of Work, the terms of the Statement of Work will prevail. No terms or conditions stated in Customer’s purchase order or in any other ordering documentation will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void. Any modification to this Agreement or an Statement of Work shall be made in writing and executed by both parties. 
    4. Waiver. No waiver of any breach of this Agreement, and no course of dealing between the parties, will be construed as a waiver of any subsequent breach of this Agreement. To be valid, a waiver must be made in writing.
    5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the provision will be modified and interpreted by the court so as best to accomplish the intent of the original provision. The invalidity or unenforceability of any provision will not affect any of the other provisions of this Agreement.
    6. Expenses. Each Party is responsible for its own costs and expenses incurred in the performance of its obligations under this Agreement.
    7. Set-off. Lasso Informatics has the right to set-off any amount owed to it by Customer against any amount owed by Lasso Informatics to Customer, under this Agreement or otherwise.
    8. Cumulative rights. All rights of a Party hereunder are cumulative and in addition to any other right or remedy such Party may have under this Agreement, at law or otherwise.
    9. Assignment. Neither party may assign this Agreement or Statements of Work to any third party without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either party (the “Assignor”) may assign and transfer this Agreement and its rights and obligations hereunder to an affiliate or in connection with any sale of a portion of its business or assets, including by merger, asset sale or otherwise, but only if the acquirer of such assets or business agrees to be liable towards the other party for all the obligations and undertakings under this Agreement and agrees to be bound thereby in lieu of the Assignor. Any purported assignment in violation of this Section shall be void. This Agreement binds and benefits the parties, their respective successors and permitted assigns. There are no third-party beneficiaries to this Agreement.
    10. Notices. To be effective, a notice hereunder must be in writing and delivered personally, by email or by overnight courier, billed to sender, or by certified or registered mail, return receipt requested, postage prepaid, to the applicable party at the address set out in the applicable Statement of Work or to such other place as a party may designate by written notice to the other. When addressed to Lasso Informatics, notices must be addressed to: Legal Department – Lasso Informatics, 1155 rue Metcalfe, 15^th Floor, Montreal, QC, H3B 2V6. A notice shall be deemed delivered as of the date received by addressee. 
    11. Force Majeure. Except for performance of a payment obligation, no party will be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to a cause beyond a party’s reasonable control (a “Force Majeure Event”). If the Force Majeure Event continues for more than 30 days, then either party may terminate the Agreement for convenience upon written notice to the other party.
    12. Governing Law and Jurisdiction. This Agreement is governed by the laws of the Province of Quebec, Canada, without regard to its provisions on conflicts of law and each party hereby irrevocably consents to the exclusive jurisdiction and venue of the courts of the judicial district of Montreal, Quebec (Canada) in connection with any dispute hereunder or the enforcement of any right or obligation hereunder.
    13. Language. Les parties ont expressément décidé d’être liées par la version anglaise de la présente convention après que la version française leur a été remise. The parties have expressly agreed to be bound by the English version of this agreement after the French version has been provided to them.
        

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