This agreement (the “Terms”)constitutes a binding legal contract between Tyce AI, Inc. (“Company” and sometimes referred to as “we”, “us” or “our”) and you (whether personally or on behalf of an entity, “Customer”, “you”, “your”, “User” or “Users”), with respect to your use of the Company website or platform (the “Site”) and any products or services to be provided to you (the “Services”) as set forth in a document incorporating these terms (a “Services Agreement”).

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These Terms, along with our Privacy Policy located at www.tyce.ai/privacy,any Services Agreement and any other posted guidelines within the Site,constitute the entire and only agreements between you and Company and supersede all other agreements, representations, and understandings with respect to theSite and the Services offered through Company.

By accessing or using any part of the Site or Services, you agree to be bound to the terms and conditions of these Terms. If you do not agree to any or all of the Terms, you should not access or use the Site or use any Service.  

We reserve our right to change these Terms at any time and will post above the date the Terms have been revised. You should review all Terms prior to using the Site.  Except as explicitly stated otherwise, your continued use of the Site will constitute deemed acceptance of our updated Terms.

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Section 1. Site.

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We may from time to time, at our sole and absolute discretion and without notice to you, update the Site (or any part of it). We will not be liable to you or any third party for any modification, variation,interruption, suspension or discontinuation of the Site or Services.

The Site may provide links to third party websites that are not owned, managed or controlled by us. You expressly acknowledge and agree that we are not responsible for the content of those third-party websites. You are encouraged to read that third party’s terms and conditions, privacy policy and any other document that governs your relationship with that third party.

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Section 2. Account.

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To access certain features on the Site, you may be required to create an account (an “Account”) with us in the form provided by us.

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You agree that by registering an Account with us all information you provide to us during the registration process is true and accurate to the best of your belief; you are at least 18 years of age; and you have capacity to enter into contractual arrangements.

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You agree that you are solely responsible for your Account and all activities conducted on your Account. You must keep your password and any other login information private and secure. Your Account is registered to you, and you may not assign, transfer or otherwise dispose of your interest in your Account without our express written permission.  Company is not liable for any loss that you may incur as a result of someone else using your password or Account, either with or without your knowledge.  You agree to immediately notify Company of any unauthorized use or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

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We may, from time to time, provide rules that govern your activities whilst using your Account (“Account Rules”). You expressly acknowledge and agree that you will abide by these Account Rules. Should you be in breach of the Account Rules, we may (at our absolute and sole discretion) restrict, prohibit, suspend or terminate your Account. Should your Account be terminated in accordance with this clause, we are not liable to you, or any third party, for any loss or damage suffered.

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2. 1. User Accounts.  You are responsible for all actions on Users’ accounts and for Users’ compliance with this Agreement. You and your Users must protect the confidentiality of their passwords and login credentials. You will promptly notify Company if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

2.2. Feedback.  You may, but is not required to, give Company Feedback, in which case you give Feedback “AS IS”. Company may use all Feedback freely without any restriction or obligation. On such use and incorporation of Feedback into the Services, Company will own all necessary intellectual property rights in to the extent it is used or incorporated into the Services.

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Section 3. Restrictions and obligations.

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3.1 Restrictions on Customer. Except as expressly permitted by this Agreement, you will not (and will not allow any anyone else to): (i) reverse engineer, decompile,or attempt to discover any source code or underlying ideas or algorithms of the Services (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Services; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Services; (v) conduct security or vulnerability tests on, interfere with the operation of,cause performance degradation of, or circumvent access restrictions of the Services; (vi) access accounts, information, data, or portions of the Services to which you do not have explicit authorization; (vii) use the Services to develop a competing service or product; (viii) use the Services with any High Risk Activities or with activity prohibited by Applicable Laws; (ix) use the Services to obtain unauthorized access to anyone else’s networks or equipment;or (x) upload, submit, or otherwise make available to the Services any Customer Content to which you and your Users do not have the proper rights.

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You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of Company without the express written consent of Company. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site(or on any content displayed on the Site) must be retained on all copies thereof.

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Suspension.  If you use the Services in violation of the Agreement or in a way that materially and negatively impacts the Services or others, then Company may suspend your access to the Services.  

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Section 4. Privacy and Security Practices.

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Tyce operates the Services and handles Customer information, pursuant to the privacy policy available at https://www.tyce.ai/legal/privacy (the “Privacy Policy”).

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Section 5. Fees and Payment.

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5.1. Fees. Customer will pay the fees specified in the Order Form (the"Fees").

5.2. Payment; Taxes. Customer shall keep a payment method on file with Tyce for payment of Fees. Tyce shall invoice Customer for Fees, either within the Services or directly, within thirty (30) days of the Effective Date, the start of the Renewal Term (as defined below), or otherwise as specified in the Order Form. Customer shall pay all invoiced Fees (i) charged automatically via the payment method associated with your Tyce Account or (ii) if agreed otherwise in writing by both parties, upon receipt of such invoice. In the event of non-payment of Fees by Customer for thirty (30) days after the due date of an invoice, Customer’s access to the Services may be immediately suspended and Customer must pay the entire remaining balance of Fees to regain access to the Services. Fees do not include local, state, or federal taxes or duties of any kind and any such taxes will be assumed and paid by Customer, except for taxes on Tyce based on Tyce’s income or receipts.

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5.3. Price Changes. Tyce may change prices for the Services from time to time, in its sole discretion. Any price changes will be effective upon the commencement of Customer’s next Renewal Term; provided, that Tyce shall provide Customer with reasonable notice of any such fee increase prior to the expiration of the Term or any Renewal Term.

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5.4. Discounts and Promotional Pricing. Prices specified in the Order Form may include discounts or promotional pricing.  These discounts or promotional pricing amounts may be temporary and may expire upon the commencement of a Renewal Term, without additional notice.  Tyce reserves the right to discontinue or modify any promotion, sale or special offer at its sole and reasonable discretion.

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Section 6. Term and Termination.

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6.1. Termination. These Terms shall remain in full force and effect while Customer uses the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE,WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON IF WE REASONABLY CONSIDER THAT SUCH PERSON IS IN BREACH OF THESE TERMS OF USE, OUR ACCEPTABLE USE POLICY, OR OF ANY APPLICABLE LAW OR REGULATION, INCLUDING WITHOUT LIMITATION BREACHES OF ANY REPRESENTATION,WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE.

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WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANYTIME, WITHOUT WARNING, IN OUR SOLE DISCRETION IF WE CONSIDER THAT YOU HAVE BREACHED, OR ARE LIKELY TO BREACH, ANY OF THE ABOVE.

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If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

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6.2 Effect of Termination. Termination of the Terms will automatically terminate all Order Forms.

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Upon expiration or termination:

- Customer will no longer have any right to use the Services,technical support, or professional services.

- Upon Customer’s request, Company will delete Customer Content within 60 days.

- Each Recipient will return or destroy Discloser's Confidential Information in its possession or control.

- Company will submit a final invoice for all outstanding fees accrued before termination and Customer will pay such invoice.

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Section 4. Ownership, License, and Use of the Services.

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4.1. Ownership. Each Party will retain all rights, title and interest in any of its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”). Tyce will retain Intellectual Property Rights in the Services and all components of, or used to, provide the Services or created by the Services or by Tyce in the course of providing the Services (the “Services Information”). Customer will retain Intellectual Property Rights in all information it provides to Tyce as part of this agreement (other than Feedback as described below), including but not limited to in the course of its use of the Services (the “Customer Information”).

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4.2. Feedback. Customer may, under this agreement, provide suggestions, enhancement requests, recommendations about the Services, or other feedback to Tyce (the “Feedback”). Customer provides Tyce a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services, or otherwise use any Feedback. Tyce also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by such Feedback.

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4.3. Licenses. Tyce hereby grants Customer a non-exclusive, non-transferable, non-sublicensable right to and license to access and use the Services as set forth in the Order Form or on a Trial Services basis all subject to the terms and conditions of this agreement (if applicable). Customer hereby grants Tyce a non-exclusive, non-transferable, non-sublicensable right and license to use the Customer Information solely to provide the Services to Customer.

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4.4. Authorized Users. Customer may designate and provide access to the Services to employees, agents, or authorized contractors (each an “Authorized User”). Customer is responsible for all use and misuse of the Services by Authorized Users and for adherence to all terms of this agreement by any Authorized Users, and references to Customer herein will be deemed to apply to Authorized Users as necessary and applicable. Customer agrees to promptly notify Tyce of any unauthorized access or use of which Customer becomes aware. Authorized Users are strictly prohibited from sharing their accounts or account passwords and their doing so is a material breach of this agreeent by Customer.

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4.5. Prohibited Uses. Customer and Authorized Users will not: (a) “frame,” distribute, resell, or permit access to the Services by any third party other than as allowed by the features and functionality of the Services; (b) use the Services in violation of applicable laws; (c) interfere with, disrupt, or gain unauthorized access to the Services; (d) successfully or otherwise, attempt to: decompile, disassemble, reverse engineer, discover the underlying source code or structure of, or copy the Services; (e) provide Tyce any Customer Information or Feedback that is unlawful, defamatory, harassing, discriminatory, or infringing of third party intellectual property rights; (f) transfer to the Services or otherwise use on the Services any code, exploit, or undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm or provide unauthorized access to the Services; (g) use any robot, spider, data scraping, or extraction tool or similar mechanism with respect to the Services; (h) provide access to the Services to an individual associated with a Tyce Competitor (defined below);  (i) extract information from the Services in furtherance of competing with Tyce; (j) encumber, sublicense, transfer, rent, lease, time-share or use the Services in any service bureau arrangement or otherwise for the benefit of any third party; (k) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Services; (l) introduce into the Services any software containing a virus, worm, “back door,” Trojan horse or similarly harmful code; or (m) permit any third party to engage in any of the foregoing proscribed acts. A “Tyce Competitor” is any entity that provides the same or similar goods and services to those provided by Tyce, as would be determined by a commercially reasonable individual. Customer will promptly notify Tyce of any violations of the above prohibited uses by an Authorized User or a third party and require such Authorized User or third party to immediately cease any such use. Tyce reserves the right to suspend Customer and/or Authorized User’s access to the Services in the event Tyce suspects Customer or an Authorized User is in breach of this agreement.

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Section 5. Confidentiality.

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If the parties have a separate mutual nondisclosure agreement, that agreement will control (the “Separate MNDA”). Otherwise, as used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. Services Information and Customer Information are Confidential Information under this agreement, or confidential under the Separate MNDA, as applicable. Except as expressly permitted in this agreement, the Receiving Party will not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the Disclosing Party’s prior written consent. The Receiving Party will not use the Disclosing Party’s Confidential Information except to perform its obligations under this agreement, such obligations including, in the case of Tyce, to provide the Services. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and to obtain confidential treatment or a protective order; and (c) allows the Disclosing Party to participate in the proceeding. Further, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Disclosing Party.

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Section 6. Representations, Warranties, and Disclaimers.

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6.1. Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.

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6.2. From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Services and to allow the use of Customer Content as described in the Agreement. You represent and warrant that the information you provide to us is true, correct and complete. By submitting Customer Content, you represent and warrant that you own or otherwise control all of the rights to your Customer Content, including the rights necessary for you to provide, post, upload, input or submit the Customer Content, and your hereby grant to Company and its Affiliates the right to use your Customer Content to provide the Services.

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6.3. Disclaimer of Warranties. Company makes no guarantees that the Services will always besafe, secure, or error-free, or that it will function without disruptions,delays, or imperfections. The warranties in Section 6 do not apply to any misuse or unauthorized modification of the Services, nor to any product or service provided by anyone other than Company. Company disclaims all other warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.These disclaimers apply to the maximum extent permitted by Applicable Laws.

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The use of the Site and the Services is at your own risk andis provided "as is." You are solely responsible for the use of Company platform and any legal consequences that may arise from such use. We are not responsible for any loss, damage, or legal liability resulting from your use of our platform.

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TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, STATUTORY AND OTHERWISE, AS TO THE SITE AND THE CONTENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.  NEITHER WE NOR OUR SUPPLIERS MAKE ANY WARRANTY THAT THE SITE, INCLUDING ALL CONTENT, SOFTWARE,PRODUCTS, SERVICES, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.

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CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

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SECTION 7. LIMITATION OF LIABILITY.

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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (BEING DATA LOST IN THE COURSE OF TRANSMISSION VIA CUSTOMER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF Tyce), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT OR THE SERVICES WILL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; PROVIDED THAT LIABILITY UNDER THE PARTIES’ INDEMNIFICATION OBLIGATIONS, FOR BREACHES OF CONFIDENTIALITY, OR FOR DAMAGES DUE TO PROHIBITED USES WILL NOT IN THE AGGREGATE EXCEED TEN TIMES THAT AMOUNT. FOR CLARITY, NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF Tyce WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. Tyce HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS AGREEMENT. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Section 8. Indemnification and Release

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You agree to indemnify and hold Company (and its officers,employees, agents, successors and assigns) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site or Services, (b) your User Content; (c)your violation of these Terms; or (d) your violation of applicable laws or regulations. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

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You hereby release and forever discharge Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim,controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature(including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or tha trelates directly or indirectly to, the Site or Services.

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Section 9. Prohibited Uses

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Unless explicitly agreed by us, you acknowledge and agree that you may not use our Site for the following purposes:

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- in any way that violates any applicable local, national or international law or regulation;

- to impersonate or attempt to impersonate any person or entity;

- to engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Site;

- to monitor or copy any of the material on the Site for any unauthorized purpose without our prior written consent;

- to attempt to gain unauthorized access to, interfere with,damage or disrupt any parts of the Site;

- in any manner that could disable, overburden, damage, or impair the Site;

- and to attempt to interfere with the proper working of the Site in any way whatsoever.

Section 10. Miscellaneous.

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10.1. Assignment. Either Party may, without the consent of the other Party, assign this agreement to any affiliate or in connection with any merger, change of control, or the sale of all or substantially all of such Party’s assets provided that (1) the other Party is provided prior notice of such assignment and (2) any such successor agrees to fulfill its obligations pursuant to this agreement. Subject to the foregoing restrictions, this agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

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10.2. Severability. If any provision in this agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this agreement will remain in effect.

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10.3. Relationship of the Parties. The Parties are independent contractors. This agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.1

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10.4. Notices. All notices provided by Tyce to Customer under this agreement may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or mail to the contact mailing address provided by Customer on the Order Form; or (b) electronic mail to the electronic mail address provided for Customer’s account owner.

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10.5. Governing Law, Jurisdiction, Venue. This agreement will be governed by the laws of the Federal Laws of Canada and the Province of Ontario, without reference to conflict of laws principles. Any disputes under this agreement shall be resolved in a court of general jurisdiction in the Province of Ontario. Customer hereby expressly agrees to submit to the exclusive personal jurisdiction and venue of such courts for the purpose of resolving any dispute relating to this agreement or access to or use of the Services by Customer, its agents, or Authorized Users.

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10.6. Export Compliance. The Services and other software or components of the Services that Tyce may provide or make available to Customer are subject to Canadian export control and economic sanctions laws as administered and enforced by the Canadian government, including Global Affairs Canada. Customer will not access or use the Services if Customer or any Authorized Users are located in any jurisdiction in which the provision of the Services, software, or other components is prohibited under Canadian or other applicable laws or regulations (a “Prohibited Jurisdiction”), and Customer will not provide access to the Services to any government, entity, or individual located in any Prohibited Jurisdiction. Customer represents and warrants that (a) it is not named on any Canadian government list of persons or entities prohibited from receiving Canadian exports, or transacting with any Canadian person; (b) it is not a national of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individuals under its control to access or use the Services in violation of any Canadian or other applicable export embargoes, prohibitions, or restrictions; and (d) it will comply with all applicable laws regarding the transmission of technical data exported from Canada and the countries in which it and Authorized Users are located.

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10.7. Anti-Corruption. Customer represents and agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Tyce’s employees or agents in connection with this agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly give notice to Tyce.

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10.8. Publicity and Marketing. Tyce may use Customer’s name, logo, and trademarks solely to identify Customer as a client of Tyce on Tyce’s website and other marketing materials and in accordance with Customer’s trademark usage guidelines. Tyce may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote Services. Tyce never will disclose aggregated and/or anonymized information to a third party in a manner that would identify Customer or any identifiable individual as the source of the information.

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10.9. Amendments. Tyce may amend this agreement from time to time, in which case the new agreement will supersede prior versions. Tyce will notify Customer not less than ten (10) days prior to the effective date of any such amendment and Customer’s continued use of the Services following the effective date of any such amendment may be relied upon by Tyce as consent to any such amendment.10.11. Waiver. Tyce’s failure to enforce at any time any provision of this agreement does not constitute a waiver of that provision or of any other provision of this agreement.