Melior Data Inc.

Terms and Conditions

The terms and conditions stated below are part of the offer of services [“Proposal”] by Melior Data Inc [“Melior”] to the Client and will govern all matters regarding the relationship and obligations between Melior and Client pertaining to the Proposal and related project [“Project”]. The Proposal and these terms and conditions shall be collectively referred to as the “Agreement”.

1. Fees & Payment:

1.1. The amounts payable hereunder by Client to Melior shall be as set out in the Proposal. Melior’s invoices will be rendered monthly and shall be due and payable by Client within 30 calendar days of receipt of the invoice unless otherwise stated in the Proposal. Interest will be charged on overdue payments at a rate of 2% per month calculated daily.

1.2. In addition to hourly charges for development and consulting, Client will reimburse Melior for all expenses incurred. Expenses shall include a 10% markup to compensate for administrative overhead with respect to such expenses.

1.3. If Client fails or refuses to pay Melior in accordance with this Agreement, Melior may, after giving 3 business days written notice to Client, suspend the Services until Melior has been paid in full all amounts due hereunder and, if such amounts are not fully paid within 60 calendar days thereafter, Melior may terminate this Agreement.

1.4. All amounts payable hereunder are in the currency stated in the Proposal and do not include sales, use, or excise taxes; import or export duties; special financing fees; value added, income, or royalty taxes imposed outside Canada; withholding taxes; consular fees; special permits or licenses; or similar charges. The Client shall pay all such taxes and charges.

2. Change Control:

Melior’s scope of Services shall be limited to that detailed in the Proposal. Any additional services shall be subject to negotiation and mutual agreement in writing [“Change Order”], which shall detail the agreed change in the scope of Services, any increase in the price, and any impact on the date for completion of the Services.

3. Non-Applicability of U.N. Convention:

This Agreement shall not be subject to the U.N. Convention on Contracts for the International Sale of Goods.

4. On-Site Services:

In the event the Services include any on-site activity by Melior, the Client shall assist Melior in obtaining access to the job site as well as assist Melior in obtaining any necessary permits, licenses, or authorizations if required to be obtained by Melior under this Agreement. Client shall render assistance to facilitate the entry, movement within, or exit from any country where performance is rendered, including assisting Melior in obtaining necessary work permits.

5. Client’s Obligations:

Client shall give timely consideration to enquiries and drawings, specifications, and other documents from Melior, and inform Melior promptly in writing of Client’s decisions, to facilitate progress of the Services.

6. Liability Limitations:

Melior’s total and aggregate legal liability to Client for any and all complaints, claims, losses, causes of action (including, but not limited to, negligence, professional errors or omissions, strict liability and breach of contract or express or implied warranty), costs or damages [“Claims”] whatsoever arising out of or in any way related to the Services, the Project or this Agreement shall be limited to the following: a) the re-performance of Services by Melior to rectify any Defective Services at Melior’s cost, up to, and not exceeding, the amount equal to the total sum paid to and received by Melior from Client for the Services under this Agreement; and b) in respect of all other Claims, the amount equal to 10% of the total sum paid to and received by the Melior from Client under this Agreement.

7. Consequential Damages:

Neither Party shall be liable to the other Party under any cause of action (including, but not limited to, those listed in Article 6 above) for:

7.1. Damages in connection with loss of revenue or of profits, business interruption, loss of use of property, loss of business opportunity, increased operating costs or increased financing costs.

7.2. Any type or amount of indirect, special, or consequential damages howsoever characterized or calculated.

7.3. Punitive or exemplary damages.

8. Claims:

Neither Party shall commence any legal proceedings nor initiate or pursue any Claims for legal damages against the other regarding the Services after 12 months from the date of Melior’s final invoice hereunder.

9. Applicable Law:

This Agreement and the obligations of the Parties hereunder shall be interpreted, construed, and enforced in accordance with the substantive laws (excluding choice of law rules) of the jurisdiction from which Melior has issued the Proposal. All legal proceedings, suits and actions shall be heard exclusively (except for appeals duly taken) in the Courts of that jurisdiction.

10. Severability and Survival:

If any provision (or part thereof) of these terms and conditions is held at law to be void or unenforceable, then: (i) that provision, or part thereof, shall be deemed to be stricken; (ii) the remainder of this Agreement shall continue to be valid and binding; and (iii) this Agreement shall thereupon be reformed with the Court’s assistance, in order to replace such stricken provision or part thereof with a provision which is valid and enforceable at law and as similar as possible in its language and effect to fulfil the Parties' intention in respect of the stricken provision. Also, all limitation of liability provisions of this Agreement shall survive completion of the Services and the termination or expiration of this Agreement.

11. Amendment:

No amendment to this Agreement shall be valid unless agreed in writing by the Parties.

12. Assignment:

Neither Party may assign this Agreement without the prior consent in writing of the other, provided that Melior shall be entitled to subcontract the Services or a portion thereof to its corporate affiliates without the consent of Client.

13. Force Majeure:

Neither Party shall be in default of the performance of its obligations hereunder if such performance is prevented or delayed because of force majeure, being Acts of God, effect of law, Court Order, regulation or demand or failure to act of any governmental authority, revolution, riot, civil commotion, native or environmental or other special interest or political pressure groups, malicious acts, theft, labor disputes, tornado, fire, explosion, floods, earthquake, contagious disease, travel bans, risk of exposure to pollutant(s) or any other occurrence similar to the foregoing which was reasonably unforeseeable to and beyond the control of the Party declaring force majeure.

14. Confidentiality:

All information exchanged between the Parties including drawings, concepts, ideas, business data, models, technical processes, and data in all forms and media [“Confidential Data”] are intended for purposes connected with this Agreement only. The parties shall use such Confidential Data for no other purpose, or project, or benefit. Confidential Data shall not include technical information which is in the public domain or was already in the receiving Party’s possession and not acquired directly or primarily from the other Party.

15. Termination:

15.1. Termination for Default: If either Party breaches any provision (other than Article 1) of this Agreement, the other Party shall serve timely written notice upon the defaulting Party specifying with reasonable detail, and requesting remedy of, such breach and, if the defaulting Party shall fail or neglect to commence in good faith a remedy of such breach within three (3) business days after receipt of such notice and to continue appropriate measures to cure such breach within a reasonable time thereafter, the other Party may, terminate this Agreement.

15.2. Termination for Insolvency or Dissolution: Either Party shall have the right by written notice to the other to terminate this Agreement immediately if the other Party becomes insolvent, ceases to carry on its ordinary course of business, or under applicable insolvency or bankruptcy law, have a receiver or receiver-manager appointed for it, make an assignment or proposal or have a petition filed or other proceeding threatened or commenced against it, or for its winding up, liquidation or dissolution (whether voluntary or involuntary).

15.3. Termination Costs: If this Agreement is terminated, Client shall pay Melior:

15.3.1.All amounts payable hereunder for Services performed to the date of termination.

15.3.2.Costs of terminating subconsultant and/or supplier contracts.

15.3.3.Reasonable expenses and costs incurred to wind down the Services and disband Melior’s work force.

16. Dispute Resolution Procedure:

In event of a dispute concerning this Agreement, the Parties shall in good faith attempt a negotiated resolution, by reference of the dispute matter to their respective senior management for a period of 30 days. Subject to mutual written agreement, the Parties may thereafter refer the dispute for resolution, by non-binding mediation.

17. Entire Agreement:

This Agreement constitutes the sole and entire agreement between Client and Melior and supersedes and revokes all prior agreements, representations and assurances (whether oral, written or by conduct) between them, relating to the Project; no other terms, conditions, or warranties, whether expressed or implied, form a part of this Agreement.