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Service Terms

Last updated: September 24, 2026

1. Rules of Interpretation

In this Agreement:

  • Section, schedule, and paragraph headings will not affect its interpretation;
  • Reference to a person includes a natural person and an incorporated or unincorporated body (whether having a separate legal personality or not);
  • Reference to legislation or any legislative provision is a reference to the same as amended, extended, or re-enacted in the future and includes all legislation made under such legislation now or in the future; and
  • A reference to writing or written includes email and any notifications given through the Services (where applicable).

2. Use of Services

2.1 Provision and Use of Services

During the Agreement Term, the Provider shall provide the Services to the Customer in accordance with the terms of this Agreement.

2.2 Customer Obligations

The Customer agrees to:

  1. Use the Services solely for the Authorized Purpose;
  2. Ensure that only Authorized Users use the Services and that Authorized Users comply with the terms of this Agreement;
  3. Refrain from copying, modifying, reverse engineering, decompiling, disassembling, creating derivative works, or otherwise attempting to identify, discover, or obtain any source code, underlying algorithms, or technical information of the Services, except to the extent expressly permitted by law or this Agreement;
  4. Not observe the functionality of the Services to develop a product or service that is substantially similar to the Services;
  5. Not use Services in breach of applicable law, regulations, and the Documentation;
  6. Refrain from accessing, uploading, storing, or transmitting any viruses, malicious code, spam, or material that is unlawful, abusive, obscene, harmful, or otherwise inappropriate; and
  7. Not use the Services to build, train, or configure any artificial intelligence model; and
  8. Not use any content of the X12 standard made available through the Services (X12 Content), which the Provider licenses from X12 Incorporated, to train, fine-tune, ground, prompt, or otherwise develop or influence any artificial intelligence system or its outputs, or to create a substitute for the X12 standard, other than through artificial intelligence features the Provider operates within the Services; and not extract X12 Content for use separate from the Services;
  9. Not, during the Agreement Term, reuse any mappings, schemas, configurations, EDI definitions, generated code, or other artifacts produced by or obtained through the Services (Generated Artifacts) by running them in, porting them to, or recreating them within any third-party or in-house translation, parsing, or data-interchange engine, or otherwise operating a parallel or substitute service in place of the Services. This restriction does not limit the Customer's right to export its Customer Content under Section 11.3 (Actions on Termination), or to download and retain a copy of the Generated Artifacts relating to the Customer, in order to migrate off the Services.
  10. Not extract, elicit, reproduce, or disclose the prompts, instructions, model configurations, or other proprietary methods used by the Provider to deliver the Services, or use any of the foregoing (however obtained) to develop, train, operate, or offer any competing or substitute product or service.

2.3 Add-On Services

The Provider offers optional services that the Customer may enable in addition to the Services (Add-On Services). Where an Add-On Service has a schedule, that schedule applies in addition to this Agreement from the time the Customer enables the Add-On Service, and prevails over this Agreement to the extent of any conflict in respect of that Add-On Service. The Customer is not bound by the schedule for an Add-On Service it has not enabled. The following schedules apply:

3. Data and Security

3.1 Customer Content

“Customer Content” means all data, materials, or content uploaded by the Customer or its Authorized Users in connection with the Services, including but not limited to structured or unstructured data such as personal data, financial metrics, or operational data. Customer Content also includes data received by the Services from the Customer's trading partners or any other third party through any connection, credential, or integration configured for the Customer. For the avoidance of doubt, this does not include usage data or audit logs, which the Provider may monitor independently for their internal purposes, including but not limited to improving the Services, ensuring accurate billing, and providing support.

3.2 Customer Content Responsibilities

Customer Content will remain the property of the Customer. The Customer is responsible for:

  1. The content, quality, legality, and accuracy of the Customer Content provided by the Customer and its Authorized Users;
  2. Obtaining all necessary consents before sharing the Customer Content with the Provider; and
  3. Notifying the Provider promptly if the Customer becomes aware of any unauthorized access to the Services that may impact the security, stability or integrity of Provider's systems, or other users.

3.3 Data Security

The Provider shall maintain appropriate administrative, physical, technical, and organizational safeguards to protect the security, confidentiality, and integrity of Customer Content. The Provider agrees to notify the Customer of any security breaches that adversely impact the Customer Content within 72 hours of becoming aware of such security breach.

3.4 Restricted Data

3.4.1

In this Agreement, Restricted Data means:

  1. Protected health information as defined at 45 CFR 160.103, and any other information the Customer holds or transmits that is subject to the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (HIPAA);
  2. Cardholder data as defined by the Payment Card Industry Data Security Standard, including any primary account number and any sensitive authentication data;
  3. Technical data subject to the International Traffic in Arms Regulations, and any item controlled under the Export Administration Regulations other than items designated EAR99; and
  4. Biometric identifiers, including fingerprints, voiceprints, retina or iris scans, and scans of hand or face geometry.

3.4.2

The Customer shall not, and shall procure that its Authorized Users shall not, upload, transmit, or otherwise make available any Restricted Data through the Services, and shall not solicit, instruct, or permit any third party to do so. Protected health information may be processed only if the Parties have executed a business associate agreement meeting the requirements of HIPAA, and only after that agreement has taken effect.

3.4.3

The Customer shall take reasonable steps to ensure that no third party transmits Restricted Data to the Services through any connection, credential, or integration configured for the Customer, including instructing its trading partners not to transmit Restricted Data where such transmission is reasonably foreseeable. If a third party nonetheless transmits Restricted Data, the Customer shall, promptly after becoming aware, suspend or reconfigure the affected connection so far as necessary to prevent recurrence. A transmission by a third party through a connection, credential, or integration configured for the Customer is a breach of this Section 3.4 by the Customer unless the Customer neither solicited nor permitted it and complies with this Section 3.4.3 and Section 3.4.7 in respect of it.

3.4.4

No business associate agreement or comparable undertaking arises by conduct, by course of dealing, or by the Provider's receipt, acceptance, or processing of any data. Such an agreement arises only under a written instrument signed by both Parties. Discussion or negotiation of such an agreement neither creates it nor authorizes the Customer to make protected health information available to the Services in the meantime.

3.4.5

This Section 3.4 applies to all use of the Services, including any use of Sandbox Features, and applies regardless of whether the Customer describes the data as test, sample, demonstration, anonymized, or de-identified. Data the Customer describes as de-identified remains Restricted Data unless it has in fact been de-identified in accordance with the standard applicable to it. A business associate agreement does not permit protected health information to be made available through Sandbox Features, which remain subject to Section 3.5.2.

3.4.6

For the avoidance of doubt, Restricted Data does not include social security numbers, taxpayer identification numbers, financial account or payment routing information, or other personal data not otherwise falling within Section 3.4.1, and the Services may be used to process such data subject to the Customer's obligations under Sections 3.2 and 7.3. The Provider makes no representation that the Services meet any regulatory standard applicable to such data.

3.4.7

If the Customer becomes aware that Restricted Data has been made available to the Services, it shall notify the Provider without undue delay and in any event within 24 hours of becoming aware.

3.5 Sandbox Features

3.5.1

The Services include functionality for configuration and testing, comprising sandbox connections, sandbox partners, sandbox-scoped API keys, and related testing functionality (together, Sandbox Features). Sandbox Features form part of the Services and are not a separate environment. A sandbox connection does not transmit to or receive from any external system.

3.5.2

Sandbox Features are provided for configuration, testing, and evaluation only. The Customer shall not use Sandbox Features to process production data or Restricted Data, and shall not rely on them for any production purpose.

3.5.3

Sandbox Features are provided on an "as is" basis. The warranties in Section 7.1 and any service level commitment do not apply to them. Files and other data submitted through Sandbox Features are retained in limited number and for testing purposes only, and the Provider may delete them at any time and without notice. The Provider is under no obligation to retain, back up, return, or export data submitted through Sandbox Features, and the return and export obligations in Section 11.3 (Actions on Termination), including the Data Export Period, do not apply to it.

3.5.4

Sandbox Features operate on the same infrastructure as the remainder of the Services. The Provider's obligations under Section 3.3 (Data Security) and Section 10 (Confidentiality) apply to Customer Content submitted through Sandbox Features to the same extent as to any other Customer Content.

4. Intellectual Property Rights

4.1 Ownership of Services and Documentation

The Provider or its third-party licensors own all intellectual property rights in and to the Services and Documentation, including any modifications or derivatives. The Services include, without limitation, the prompts, instructions, model configurations, and other proprietary methods used to provide them, each of which constitutes the Provider's Confidential Information.

4.2 Ownership of Feedback

The Customer acknowledges that any intellectual property rights related to the Services or Documentation that arise from the Customer's, its Affiliates' (where applicable), or Authorized Users' requests, suggestions, or ideas (Feedback) will vest in the Provider. The Customer grants the Provider a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into its products or services in any manner the Provider deems appropriate. If the Feedback includes the Customer's Confidential Information, the Provider does not own that information and will handle it in accordance with the Confidentiality Section in this Agreement.

4.3 Independent Development and Use of Customer Content

4.3.1

The Customer grants the Provider the right to:

  1. Use Customer Content as necessary to provide the Services and fulfill the Provider's obligations under this Agreement;
  2. Anonymize and aggregate Customer Content (and related usage data) with similar information from other customers ensuring no individual can be identified directly or indirectly, to improve, develop, or offer new services, tools, or insights that align with the Authorized Purpose or benefit the Customer and its industry; and
  3. Transmit Customer Content to third-party applications and services configured to integrate with the Services provided under this Agreement. Such transmission, if it occurs, shall be clearly communicated to the Customer by way of user interface elements or notices.

4.3.2

The Provider will ensure that any anonymization is performed using industry-standard techniques to render the data irreversibly non-identifiable. The Customer acknowledges that anonymized data will not be subject to any controller-processor relationship and that the Provider may use such data in compliance with applicable laws and this Agreement, including for the development and improvement of the Services.

5. Fees

5.1 Payment Terms

Except for Customers on the Developer (Free) Tier, fees for the Services will be calculated on a monthly subscription plus usage basis. The Customer will be billed monthly based on the anniversary of their signup date. Late payments may incur interest at the maximum rate allowed by law, calculated from the due date until payment is made in full, including the period where the Parties are engaged in dispute resolution through mediation or court.

5.2 Non-Cancellable and Non-Refundable Fees

All fees are non-cancellable and non-refundable, except in the event of early termination by the Customer due to a material breach by the Provider. In such cases, the Provider will refund any prepaid fees for services not yet delivered as of the termination date.

5.3 Disputed Payments

In the absence of any disputes or amounts mandatorily withheld by law, all payments must be settled in full by the Customer in accordance with the Agreement. Undisputed invoice(s) received from the Provider must be paid by the date stipulated without any set-off, deduction, or withholding. To dispute an invoice, the Customer must notify the Provider in writing within 30 days, providing a clear explanation of the dispute. The Provider agrees to review and consider the dispute in good faith and provide a written determination within a reasonable timeframe. Any undisputed portion of the invoice must still be paid by the due date.

6. Taxes

6.1 Applicability of Taxes

All fees and charges under this Agreement are exclusive of applicable taxes, levies, duties, or similar governmental charges, such as value-added tax (VAT), sales tax, goods and service tax, or use tax (collectively, Taxes), which shall be paid by the Customer at the rate and in the manner prescribed by law.

6.2 Taxes Collected by Provider

If the Provider is legally required to collect Taxes on behalf of a taxing authority, these Taxes will be itemized on the invoice provided to the Customer. Customer agrees to pay the invoiced Taxes unless it provides the Provider with a valid tax exemption certificate authorized by the appropriate taxing authority by the invoice payment due date.

7. Warranties

7.1 Provider Warranties

The Provider warrants that:

  1. The Services will perform in substantial conformity with the applicable Documentation;
  2. Any Support Services and Add-On Services (if applicable) will be provided with reasonable care and skill;
  3. The Provider will take reasonable steps to keep the Services free from viruses, malware, or other harmful code.

7.2 Sanctions and Export Controls

Customer shall not (and shall procure that Authorized Users shall not):

  1. Export, re-export, or transfer the Services (i) in violation of any applicable export control laws or regulations, sanctions, embargoes, restrictive state lists or measures; or (ii) to any embargoed country; or
  2. Permit access to or use of the Services by an organization or individual identified on any government denied-party list or owned 50% or more by an organization or individual on a denied-party list.

7.3 Mutual Warranties and Representations

7.3.1

Each Party warrants that it will comply with all applicable laws in performing its obligations or exercising its rights in this Agreement and represents that it:

  1. Has the legal power and authority to enter into this Agreement;
  2. Is duly organized, validly existing, and in good standing under applicable laws; and
  3. Has all rights necessary to meet its obligations under this Agreement.

7.3.2

For the avoidance of doubt, the Provider makes no warranty that the Customer's use of the Services will comply with the Customer's legal obligations, which the Customer is solely responsible for determining.

7.3.3

The Customer represents and warrants that it has all rights, consents, and authority necessary to make the Customer Content available to the Services, and that the Customer Content contains no Restricted Data except as expressly permitted under Section 3.4 (Restricted Data). This warranty is not breached by data transmitted by a third party that the Customer neither solicited nor permitted, provided the Customer complies with Sections 3.4.3 and 3.4.7 in respect of it.

7.4 Limitation of Warranties

The Provider's warranties shall not apply if any loss or damage arises from:

  1. Using or causing the Services to be used in a way that is outside the scope of this Agreement and accompanying Documentation;
  2. Unauthorized modifications or alterations to the Services, whether directly or materially caused by the Customer;
  3. Negligence, misuse, or omission by the Customer that results in or amounts to a breach of its obligations under this Agreement;
  4. Delays, delivery failures, or any other loss or damage resulting from the transfer of data over third-party communications networks and facilities, including the internet; or
  5. The Customer's failure to determine its compliance with applicable laws in its use of the Services.

7.5 Remedies

7.5.1

If the Customer notifies the Provider in writing of a breach of the warranties, the Provider will, within 30 days of notification, at its discretion (acting reasonably) and expense:

  1. Repair or replace the non-conforming Services or re-perform the Support Services or Add-On Services (if applicable); or
  2. If repair, replacement, or reperformance is not feasible, terminate the affected Services and provide a pro-rata refund for any unused fees paid by the Customer.

7.5.2

These remedies are the Customer's sole and exclusive remedies for breach of warranties.

7.6 Disclaimers

7.6.1

To the maximum extent permitted by law, the Provider disclaims all warranties not expressly stated in this Agreement, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

7.6.2

Except as expressly provided, all Services, support, and materials are provided on an "as is" and "as available" basis. The Provider makes no warranty that the Services, Documentation, or that results of use will:

  1. Meet the Customer's or any third party's requirements;
  2. Operate without interruption;
  3. Achieve any intended result;
  4. Be error-free; or
  5. Be compatible or work with Customer components.

Changes to or unavailability of Customer components, connections, or environments during the Agreement Term do not alter the Customer's obligations under this Agreement.

8. Limitation of Liability

8.1 Liability Cap

Each Party's total aggregate liability arising under or in connection with this Agreement shall not exceed fees paid or payable in the 3-month period immediately preceding the first event giving rise to a claim (Liability Cap).

8.2 Liability Exemption

Neither Party will be liable for (a) any indirect, special, or consequential damages; or (b) whether incurred directly or indirectly, any loss of profits, revenue or goodwill, anticipated savings, or wasted expenditure (and even if advised of the possibility of such losses).

8.3 Exclusions from Liability Cap

8.3.1

The limitations and exclusions of liability set forth in this Agreement do not apply to:

  1. Amounts due and payable by the Customer for the Services under this Agreement;
  2. The indemnification obligations in Section 9;
  3. Violation of a Party's or its Affiliates' intellectual property rights;
  4. Fraud or willful misconduct; or
  5. Any other liability that cannot be excluded or limited under applicable law.

8.4 Applicability of Limitations and Exclusions

The limitations and exclusions in this Section 8 shall apply regardless of the legal basis of the claim, including contract, tort (including negligence), statute, strict liability, or any other legal theory.

9. Indemnities

9.1 Indemnity by the Customer

9.1.1

Subject to Section 8.3 (Exclusions from Liability Cap), the Customer agrees to defend any suit or action brought against the Provider for any third-party claim that the Customer Content directly infringes such third party's patent, copyright, or trademark, or misappropriates such third party's trade secret, or violates applicable law.

9.1.2

The Customer shall defend, indemnify, and hold the Provider harmless from and against any claim, investigation, enforcement action, proceeding, fine, penalty, or assessment brought or imposed by any third party or by any governmental or regulatory authority, together with any resulting cost of investigation, notification, or remediation, arising out of or relating to Restricted Data made available to the Services in breach of Section 3.4 (Restricted Data). Amounts recoverable under this Section 9.1.2 include fines, penalties, assessments, and amounts paid in settlement, whether or not determined or awarded by a court.

9.1.3

Section 9.2 (Indemnification Procedure) applies to Section 9.1.2, except that the Provider may elect to control the defense of any investigation or enforcement action brought against it by a governmental or regulatory authority. If it so elects, the Customer shall pay the reasonable costs of that defense as they are incurred, and the Provider shall not settle the matter without the Customer's prior written consent, not to be unreasonably withheld or delayed. Nothing in this Section 9, including Section 9.3 (Limitation), limits the Provider's rights under Section 3.4 (Restricted Data), Section 11.2 (Termination Rights), Section 11.3 (Actions on Termination), or Section 11.4 (Suspension of Services).

9.1.4

For the avoidance of doubt, and as provided in Section 8.3.1, neither the Liability Cap in Section 8.1 nor the exclusions in Section 8.2 applies to the Customer's indemnification obligations under this Section 9, including its obligations under Section 9.1.2.

9.2 Indemnification Procedure

The indemnifying Party shall not settle any claim in a manner that materially prejudices the indemnified Party without the indemnified Party's prior written consent. Each Party agrees to indemnify the other from any resulting costs related to such defense and damages finally awarded by a court of competent jurisdiction, provided that:

  1. The indemnified Party promptly notifies the indemnifying Party in writing of the claim;
  2. The indemnifying Party has sole control of the defense and all related settlement negotiations; and
  3. The indemnified Party provides the indemnifying Party with the information, assistance, and authority necessary to fulfill its obligations under this Section 9.

9.3 Limitation

This Section 9 sets out the Parties' sole and exclusive remedies and their entire liability with respect to claims that are subject to indemnification under the Agreement.

10. Confidentiality

10.1 Definition of Confidential Information

Each Party may share confidential, proprietary, or sensitive information (Confidential Information) with the other in connection with this Agreement. Confidential Information does not include publicly available information obtained without breach of this Agreement or any information that:

  1. Was known by the receiving Party on a non-confidential basis before disclosure;
  2. Was lawfully obtained from a third party without confidentiality obligations; or
  3. Is independently developed without reference to or use of the disclosing Party's information.

10.2 Obligations Regarding Confidential Information

The receiving Party agrees to use Confidential Information solely for purposes of this Agreement, to protect it using at least the same level of care as it uses for its confidential information, and to limit the disclosure to its employees, contractors, or agents who need to know it to fulfill obligations under this Agreement and are bound by confidentiality obligations. The receiving Party may disclose Confidential Information if required by law, provided it promptly notifies the disclosing Party (if permitted) and cooperates to minimize the disclosure. Upon termination of this Agreement, the receiving Party will, upon written request, destroy or return Confidential Information, except as required for legal or regulatory purposes or archival practices.

11. Term and Termination

11.1 Term

This Agreement commences on the Agreement Start Date and remains in effect until terminated in accordance with its terms (Agreement Term). The Customer may cancel their subscription at any time without notice.

11.2 Termination Rights

Either Party may terminate this Agreement immediately by giving written notice to the other Party if:

  1. The other Party commits a material breach of this Agreement that is not remedied within 30 business days of receiving written notice specifying the breach and requiring it to be remedied;
  2. The other Party engages in persistent breaches which, when taken together, can reasonably be considered to constitute a material breach and shall be subject to the remedy period set out in 11.2(a) above;
  3. The other Party is unable to pay its debts when they fall due or admits inability to pay its debts, becomes insolvent, files for bankruptcy, or undergoes similar proceedings; or
  4. The other Party's operational or business processes have demonstrably and substantially changed to the extent that it is no longer capable of meeting its obligations under this Agreement.

In addition, the Provider may terminate this Agreement immediately by giving written notice to the Customer if Restricted Data is made available to the Services in breach of Section 3.4 (Restricted Data). Such a breach is a material breach incapable of remedy, and the remedy period in Section 11.2(a) does not apply to it.

11.3 Actions on Termination

Upon termination of this Agreement, if requested by Customer during the Data Export Period, the Provider must return to the Customer (or otherwise make available functionality for the Customer to download) a copy of the Customer Content in a commonly used, machine-readable format. Following the conclusion of any applicable Data Export Period, the Provider will delete all Customer Content from its systems within 30 days unless retention is required to comply with legal or regulatory obligations. The Provider will ensure that deletion is performed in a secure and industry-standard-compliant manner.

In this Agreement, Data Export Period means the 30-day period beginning on the effective date of termination of this Agreement. Notwithstanding the foregoing, the Provider may delete any Restricted Data made available to the Services other than as expressly permitted under Section 3.4 (Restricted Data) at any time and without prior notice, and is under no obligation to return it, make it available for export, or continue to store it. The Data Export Period does not extend to such data.

11.4 Suspension of Services

11.4.1

The Provider may suspend or limit the Customer's use of the Services under the following circumstances (Suspension Triggers):

  1. Overdue Payments: Payments are overdue by 15 days or more.
  2. Illegal or Inappropriate Use: The Provider becomes aware of, or has valid reason to believe, the Customer is engaging in unlawful use of the Services.
  3. Risk of Harm: The Provider determines that the Customer's use may harm the Services, compromise the security of the Provider's systems or other customers, or infringe on third-party rights.
  4. Breach of Agreement: The Customer's use of the Services breaches this Agreement, disrupts other customers or adversely impacts the performance of the Provider's systems.
  5. Restricted Data: The Provider becomes aware of, or has valid reason to believe, that Restricted Data has been made available to the Services other than as expressly permitted under Section 3.4 (Restricted Data). A Suspension Trigger under this paragraph constitutes an emergency for the purposes of Section 11.4.2, and the Provider may suspend immediately and without prior notice.

11.4.2

In the event of a Suspension Trigger, the Provider may take actions including immediate suspension in emergencies or within 30 days for other triggers. The Provider will notify the Customer in writing (where permitted by law) and may modify, suspend, or deactivate the Services to address the issue or comply with this Agreement and applicable laws.

11.4.3

If the Customer is subject to an investigation for alleged illegal or inappropriate use of the Services, they must cooperate with the Provider. Failure to cooperate or resolve the issue within a reasonable timeframe may result in immediate suspension or termination of access to the Services.

11.4.4

The Provider will take reasonable steps to mitigate and minimize the duration of any suspension. Access to the Services will be restored promptly once the underlying issue is resolved to the Provider's reasonable satisfaction.

12. General Terms

12.1 Notices

Formal notices under this Agreement must be in writing and sent to the email or postal addresses provided by each Party, as may be updated by a Party to the other in writing.

12.2 Third Parties

Only Parties to this Agreement have the right to enforce any of its terms.

12.3 No Partnership

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, agency, fiduciary relationship, or other form of legal association between the Parties. Neither Party shall have any authority to bind or obligate the other Party in any manner unless expressly agreed in writing.

12.4 Amendments and Updates

12.4.1

The Provider may update or modify this Agreement from time to time, for example to reflect changes to the Services, legal or regulatory requirements, or the Provider's business practices. The Provider will post the updated Agreement with a revised "Last updated" date and, where the changes are material, give reasonable prior notice by email or through the Services before they take effect.

12.4.2

Unless a longer period is stated in the notice, the updated Agreement takes effect 30 days after it is posted or notified. The Customer's continued use of the Services on or after the effective date constitutes acceptance of the updated Agreement. If the Customer does not agree to the updated Agreement, its sole remedy is to stop using and cancel the Services before the effective date in accordance with Section 11 (Term and Termination).

12.4.3

Any term that the Parties have individually negotiated and agreed in writing (such as fees, scope, or a signed order) may only be amended in writing signed by both Parties, and prevails over this Agreement to the extent of any conflict.

12.5 Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, except (a) to an Affiliate, or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. Any assignment made in violation of this Section will be null and void.

12.6 Waiver

If a Party fails to enforce a right under this Agreement, that will not be deemed a waiver of that right at any time.

12.7 Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

12.8 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, disregarding its conflict of laws and jurisdiction provisions.

12.9 Dispute Resolution

Any dispute arising in connection with this Agreement must be resolved through the courts of the Province of Ontario, Canada. The Parties irrevocably submit to the exclusive jurisdiction of the Ontario courts for all claims, lawsuits, and other legal proceedings related to this Agreement.

12.10 Force Majeure

Neither Party will be considered in breach of this Agreement if a delay in meeting their obligations is caused by something beyond their reasonable control. This includes, but is not limited to, strikes, industrial disputes, utility or transport failures, natural disasters, war, riots, vandalism, compliance with laws or government orders, terrorist acts, internet or communication network failures, cyberattacks, fires, floods, or storms. The affected Party must inform the other Party as soon as possible and resume their obligations as soon as the issue is resolved.

12.11 Entire Agreement

This Agreement, including its appendices and other documents that are referenced throughout the Agreement, constitutes the entire agreement between the Parties and replaces any pre-contractual agreements, warranties, conditions, duties and obligations that the Parties have agreed to during their negotiations.

12.12 Severability

If any provision in this Agreement is determined to be unenforceable, invalid, frustrated, or otherwise beyond the scope permitted by law, the remainder of the Agreement shall remain operative.

12.13 Survival

The rights and obligations of the Parties under this Agreement that by their nature or context are intended to survive termination or expiration of this Agreement will remain in effect, including but not limited to Sections related to Fees, Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law, and Dispute Resolution.