The Interactive Abode

TERMS AND CONDITIONS

These terms and conditions (these “Terms and Conditions”) are made between The Interactive Abode Inc., an

Ontario corporation having its principal place of business at 98 Sudbury Street, Toronto, ON, M6J 0C5 ("TIA")

and the Client (the “Client”) identified on the Order Form. Specific service terms and any applicable licence and/or

subscription terms will be set forth in applicable Service Schedules located at

https://theinteractiveabode.com/serviceschedules.html and the Order Form, each of which becomes binding on the

parties and incorporated into these Terms and Conditions upon execution of an Order Form.

Each Order Form is governed by and incorporates the following documents in effect as of the date of last update of

such documents, collectively referred to as the “Agreement” that consists of: (1) the Order Form; (2) the applicable

Service Schedules; and (3) these Terms and Conditions. The applicable Service Schedules are determined by the

Services purchased on the Order Form.

IN CONSIDERATION OF the covenants and agreements contained in this Agreement and other good and

valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the

parties covenant and agree as follows:

Definitions and Interpretation.

1.1 Wherever used in this Agreement, the following words and terms, which may be used in the singular or the

plural, will have the following meanings:

(a) “Aggregated Statistics” means data and information related to the Client’s and its Authorized Users’ use

of the Software that is used by TIA in an aggregate and anonymized manner, including to compile statistical and

performance information related to the provision and operation of the Software.

(b) “Authorized Users” means the Client, its customers or purchasers, employees, consultants, contractors,

and agents (i) who are (A) over the age of 18 years and (B) authorized by the Client to access and use the Software

under the rights granted pursuant to the Agreement and (ii) for whom access to the Software has been purchased

hereunder.

demands, suits, judgments, causes of action, legal proceedings, penalties or other sanctions, or costs or expenses

of whatever kind (including legal fees).

(d) “Client Data” means, other than Aggregated Statistics, information, data, and other content, in any form or

medium, that is submitted, posted, or otherwise transmitted by or on behalf of the Client or an Authorized User

through the Software.

(e) “Client Services Terms” means the additional terms and conditions applicable to the Customization

provided by TIA to the Client located at https://theinteractiveabode.com/clientserviceterms.pdf.

(f) “Customization” means the software development services provided by TIA to customize the Software for

use by the Client, as detailed in the Order Form.

(g) “Customization Fees” means the fees payable by the Client to TIA pursuant to this Agreement for the

Customization, as more particularly defined in the Order Form.

(h) “Fees” means, collectively, the Customization Fees, Subscription Fees, and Studio Fees.

(i) “Improvements” means all bugs, fixes, error corrections, updates, upgrades, modifications, new versions,

new functions, new features enhancements and other improvements.

(j) “Intellectual Property” includes all patentable and unpatentable inventions, methods, processes, ideas,

concepts, techniques, designs and data, all literary, artistic, dramatic and musical works (including computer software

programs), all trade secrets, know-how and show-how, and all trademarks, trade names, business names, design

marks, logos, domain names, website URLs and email addresses.

(k) “Intellectual Property Rights” means all worldwide patent, copyright, trade-mark, industrial design, trade

secret, and other industrial and intellectual property rights recognized under legislation, common law or otherwise,

whether registered or unregistered, including all registrations and applications for registration in respect thereof.

(l) “Order Form” means the order form provided by TIA that sets forth the pricing and options of the Services

selected by the Client.

(m) “Person” means an individual, corporation, partnership, unlimited liability company, governmental authority,

unincorporated organization, trust, association, or any other entity.

(n) “Services” means any (i) Customization; (ii) Subscription Services; and/or (ii) Studio Services performed by

TIA and as selected by the Client in the Order Form.

(o) “Service Schedules” means the service-specific terms and conditions applicable to the Service(s) and

include the Client Services Terms, the Subscription Terms, and the Studio Services Terms, as the same may be

amended, renewed, extended or reinstated from time to time.

(p) “Site” means TIA’s website, located at https://theinteractiveabode.com/.

(q) “Software” means TIA’s proprietary application known as the “Online Design Studio”, created to assist

purchasers of residential dwellings with making selections of standard and upgraded finishes, as customized for the

Client pursuant to this Agreement and made available by TIA on its Site.

(r) “Specifications” has the meaning given to that term in Section 5 of the Client Services Terms.

(s) “Studio Fees” means the fees payable by the Client to TIA pursuant to this Agreement for the provision of

Studio Services, as more particularly defined in the Order Form.

(t) “Studio Services” means services provided by TIA to the Client as detailed in the Studio Services Terms

and the Order Form.

(u) “Studio Services Terms” means the additional terms and conditions applicable to the provision of Studio

Services by TIA to the Client located at https://theinteractiveabode.com/studioservices.pdf.

(v) “Subscription Fees” means the fees payable by the Client to TIA pursuant to this Agreement for use of the

Software by the Client and its Authorized Users as provided for by the Subscription Services, as more particularly

defined in the Order Form.

(w) “Subscription Services” has the meaning given to such term in Section 2 of the Subscription Terms.

(x) “Subscription Terms” means the additional terms and conditions applicable to the provision of Subscription

Services by TIA to the Client located at https://theinteractiveabode.com/subscriptionterms.pdf.

(y) “Term” has the meaning set forth in Section 3 of this Agreement.

1.2 For purposes of this Agreement: (a) the words "include", "includes", and "including" are deemed to be

followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein", "hereof", "hereby",

"hereto", and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable

meaning when used in the plural, and vice-versa; (e) the headings are for reference only and shall not affect the

interpretation of this Agreement; and (f) words denoting any gender include all genders. Unless the context otherwise

requires, references in this Agreement: (g) to Sections and Schedules mean the sections of, and schedules attached

to, this Agreement; and (h) to an agreement, instrument, or other document means such agreement, instrument, or

other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions

thereof. This Agreement shall be construed without regard to any presumption or rule requiring construction or

interpretation against the party drafting an instrument or causing any instrument to be drafted. The Schedules

referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

Unless otherwise stated, all dollar amounts referred to in this Agreement are stated in Canadian currency.

Services. TIA will provide the Services to the Client as set forth in the Order Form in accordance with the

terms and conditions of this Agreement. The applicable Service Schedules that apply in addition to these Terms

and Conditions are determined by the Services the Client purchases on the Order Form.

Term.

3.1 Unless otherwise terminated as provided for herein, this Agreement will be in effect for the period

commencing on the execution of the Order Form by the parties and ending on the last day on which Services are

performed by TIA for the Client (the “Term”).

3.2 In the event of termination, non-renewal or non-payment by the Client of any amounts payable under this

Agreement, this Agreement shall terminate and the right of the Client and Authorized Users to access to the Software

shall cease.

Fees and Payment.

4.1 In addition to any other payment terms expressly set forth in the Order Form and the applicable Service

Schedules, the Client will pay all Fees set forth in the Order Form in accordance with this Section 4.

4.2 Payment of the Fees will be made by the Client to TIA in full in Canadian dollars, no later than fifteen (15)

calendar days following the date of TIA’s invoice. All Fees described in this Section 4.2 shall survive the performance,

expiration or termination of this Agreement in accordance with Section 10.3.

4.3 In addition to any other rights or remedies of TIA, in the event of late payment interest will accrue at the rate

of 12% per annum, calculated monthly, not in advance, from the date that any payment is due hereunder, until the

date such payment is received in full. The interest that accrues in this Section 4.3 shall survive the performance,

expiration or termination of this Agreement and will continue to accrue notwithstanding anything herein contained to

the contrary.

4.4 Without waiving any of TIA’s other rights or remedies, TIA may suspend the Services until all overdue

amounts are paid in full. The Client shall also reimburse TIA for all costs incurred in collecting any late payments,

including legal fees on a full indemnity basis. The Client’s reimbursement of all costs and legal fees as referenced in

this Section 4.4 shall survive the performance, expiration or termination of this Agreement.

4.5 All Fees payable by the Client under this Agreement are exclusive of taxes and similar assessments. The

Client is responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST),

value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any

federal, provincial, territorial, or local governmental entity on any amounts payable by the Client hereunder, other

than any taxes imposed on TIA’s income.

4.6 Rate Change: All Fees payable by the Client are quoted for one (1) year from when the Order Form was

executed, and on the anniversary of the executed Order Form for any subsequent year, TIA may, in its sole

discretion, increase the balance of any Fees payable (in whole or in part) by no more than ten percent (10%) or an

amount prescribed by law including those prescribed in the Consumer Protection Act (Ontario), as amended,

replaced, re-enacted from time to time, upon providing written notice to the Client at least thirty (30) days from the

anniversary of the executed Order Form for any given year. For greater clarity of the foregoing, Customization Fees

are subject to similar rate change as set out in the Client Services Terms.

Title.

5.1 TIA will retain all right, title, and interest, including all Intellectual Property and all Intellectual Property Rights

in the Software and all Improvements thereto, whether or not developed by, at the request of, or in conjunction with

the Client. TIA reserves all rights not expressly granted herein. Only TIA will have the right to make Improvements

to the Software.

5.2 TIA acknowledges that, as between TIA and the Client, the Client owns all right, title, and interest, including

all Intellectual Property Rights, in and to the Client Data and Specifications. The Client hereby grants to TIA:

(1) Internal Licence Use: a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and

otherwise use and display the Client Data and Specifications among all TIA’s officers, directors, employees,

agents, third-party entities (including contractors or subcontractors), successors and assigns; to perform all

acts with respect to the Client Data and Specifications as may be necessary for TIA to provide the Software

to the Client and its Authorized Users; and

(2) External Licence Use: a non-exclusive, unlimited, perpetual, irrevocable, royalty-free, worldwide

transferable licence to reproduce, distribute, modify, transmit, outsource, publish, market and otherwise use

and display the Client Data incorporated within the Aggregated Statistics inclusive of renderings.

For greater clarity of the foregoing, TIA will not be subject to any obligations of confidentiality regarding this

entire Section 5.2 which will survive the performance, expiration or termination of this Agreement,

notwithstanding anything herein contained to the contrary. In the event of any contradiction between this entire

Section 5.2 or any prior agreements or subsequent agreements, this entire Section 5.2 will prevail.

5.3 The Client shall not and will not authorise or assist any third party to do any act, or fail to do any act, which

would challenge, jeopardise, invalidate or be inconsistent with any Intellectual Property Rights of TIA in the Software.

Warranties of TIA.

6.1 TIA warrants only that the Software (without the Client Data or Specifications) will not knowingly infringe the

Intellectual Property Rights of third parties and will otherwise comply with all applicable laws. The Client will not

provide any additional or modified warranties, representations or conditions with respect to the Software to any

Person. The Client’s sole remedy and TIA’s sole liability for any breach of the express warranty in this Section 6.1

will be, at TIA’s sole option, to promptly replace or remedy the Software so that it is in compliance with the above

warranty or to refund to the Client any monies actually paid by the Client to TIA hereunder for the Software that are

not in compliance with such warranty, such amount not to exceed the sum of TEN THOUSAND ($10,000.00)

DOLLARS.

6.2 If applicable, TIA warrants that it will perform the Studio Services (a) using personnel of industry standard

skill, experience, and qualifications; and (b) in a timely, workmanlike, and professional manner in accordance with

generally recognized industry standards for similar services. TIA (a) MAKES NO WARRANTIES EXCEPT FOR

THOSE SET OUT IN THIS SECTION 6.2 AS IT RELATES TO STUDIO SERVICES; AND (b) DISCLAIMS ALL

OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED

TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, AND FREE AND CLEAR TITLE. TIA’s sole and exclusive liability and the Client’s sole and exclusive

remedy for breach of the limited warranty set out in this Section 6.2 shall be for TIA to use commercially reasonable

efforts to cure any such breach. If TIA cannot cure the breach in compliance with the warranty set forth above within

a reasonable time (but no more than thirty (30) days) after the Client’s written notice of such breach, the Client may,

at its option, terminate the Agreement by serving written notice of termination in accordance with Section 14. TIA

shall within thirty (30) days after the effective date of such termination, refund to the Client a portion of the Studio

Fees previously paid by the Client as of the date of termination corresponding to the defective Studio Services.

6.3 EXCEPT FOR THE EXPRESS WARRANTIES SET OUT ABOVE THERE ARE NO OTHER WARRANTIES

OR CONDITIONS RELATING TO THE SOFTWARE, THE IMPROVEMENTS AND ANY SERVICES PROVIDED

HEREUNDER, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE AND ALL OTHER WARRANTIES AND

CONDITIONS ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED FROM THIS AGREEMENT AND

FROM EACH ORDER FORM FOR THE SUPPLY OF PRODUCTS OR SERVICES, INCLUDING ALL IMPLIED

WARRANTIES OR CONDITIONS OF MERCHANTABILITY, DURABILITY AND FITNESS FOR A PARTICULAR OR

ANY PURPOSE.

Disclaimers.

7.1 TIA makes no representation, warranty or guarantee that the Software: (i) is or will be reliable, suitable,

available, accurate or complete; (ii) will operate uninterrupted or error-free, or that it is appropriate for the Client’s or

any Authorized User’s needs; (iii) is or will be secure, uninterrupted, error-free or operate properly or seamlessly with

an Authorized User’s computer or other systems, software and/or the Client Data. TIA has no obligation whatsoever

to correct any errors or defects in the Software unless as specifically provided for in this Agreement.

7.2 TIA will use reasonable endeavours to ensure that the Software is made available to Authorized Users at all

reasonable times; however, the Software is provided on an “as is” basis and TIA will not have any liability to the

Client or any Authorized Users for the failure to use the Software on any specific platform device. Performance and

use of the Software may vary from computer to computer, and device to device, and may be affected by a variety of

factors, such as the location of the Authorized User, the availability or bandwidth available through and/or speed of

the Internet connection used.

Indemnification. Subject only to Section 9.2 herein, the Client hereby agrees to indemnify and hold

harmless TIA, and its officers, directors, employees, agents, successors and assigns from and against all Claims

arising out of or resulting from: (a) TIA’s reliance on and use of the Specifications or Client Data in accordance with

the Agreement; (b) the Client’s or the Client’s customers’ reliance on and use of the Software; and (c) the Client’s

breach of any representation, warranty or obligation of the Client in the Agreement. Notwithstanding the foregoing,

TIA shall not be entitled to indemnification or release hereunder to the extent that any such Claim arises as a result

of the fraud, bad faith, willful misfeasance or gross negligence on the part of TIA or any of its respective officers,

directors, agents, shareholders, partners or employees. This Section 8 will survive the performance, expiration or

termination of this Agreement.

Limitation of Liability.

9.1 In no event shall TIA be held liable to the Client or to any third party for any Claims arising out of or in

connection with (a) the Client’s or the Client’s customers’ reliance on and use of the Software; or (b) any act or

omission on the part of TIA.

9.2 NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE,

INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR PURE ECONOMIC LOSS, INCLUDING

DAMAGES FOR LOSS OF BUSINESS, REVENUE OR PROFIT, LOSS OF DATA, FAILURE TO REALIZE

ANTICIPATED SAVINGS OR CLAIMS OF THIRD PARTIES EVEN IF EITHER PARTY IS ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES.

9.3 TIA’S TOTAL AGGREGATE LIABILITY TO THE CLIENT IN RESPECT OF THE SOFTWARE OR ANY

OTHER SERVICES PROVIDED HEREUNDER OR OTHERWISE IN RESPECT OF THIS AGREEMENT WILL NOT

EXCEED THE AMOUNT STATED IN SECTION 6.1, REGARDLESS OF THE CAUSE OF ACTION, INCLUDING

BREACH OF CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE),

INFRINGEMENT, STRICT LIABILITY OR OTHER LEGAL THEORY. THIS SECTION 9 WILL SURVIVE THE

PERFORMANCE, EXPIRATION OR TERMINATION OF THIS AGREEMENT.

Termination. Either party may terminate this Agreement upon providing the other party with thirty (30) days’

written notice.

10.2 In addition to any other express termination right set forth in the Agreement, a party will, upon occurrence of

any of the following events, have the right to terminate this Agreement immediately upon provision of written notice

to the other party:

(a) if the other party fails to perform its obligations, or violates any term or condition of this Agreement, where

such failure or violation is not corrected within thirty (30) calendar days following receipt of notice from the party not

in default (except in the case of a failure by the Client to pay to TIA any amount owing hereunder, in which case the

time to correct such failure will be within ten (10) calendar days following receipt of notice from TIA); or

(b) if the other party: (i) makes any assignment for the benefit of creditors, files a petition in bankruptcy, is

adjudged bankrupt, becomes insolvent, is placed in the hands of a receiver, or if the equivalent of any such events

occur, or (ii) ceases to conduct business in the ordinary course, seeks liquidation, dissolution or takes any other

similar action.

10.3 Termination of this Agreement will not release the Client from the obligation to pay TIA any Fees, whether

then or thereafter due, such Fees being subject to the payment terms set forth in Section 4, entitle the Client to any

refund unless expressly provided for in this Agreement, or operate to discharge any liability which has been incurred

by TIA or by the Client, prior to the effective date of such termination.

10.4 Immediately upon the termination of this Agreement, the Client and its Authorized Users will immediately

cease all use of the Software and remove all references or interfaces to the Software from its own materials. The

Client, as directed by TIA, will promptly destroy, or return to TIA, all TIA Documentation, data and Confidential

Information then in the possession or control of the Client and those persons for whom the Client is legally

responsible.

Survival. In addition to the length of survival of any provision which may be explicitly stated in the

Agreement, all of the representations and warranties made by TIA and set out in this Agreement will survive the

expiration or termination of this Agreement, as will all other provisions of the Agreement which, by their nature, might

reasonably be expected to survive.

Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted

under or breached this Agreement, for any failure or delay in fulfilling or performing any term of

this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent

such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including: (a)

acts of God; (b) flood, fire, earthquake, tsunami, epidemics, pandemics, including the 2019 novel coronavirus

pandemic (COVID-19), or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or

acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after

the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) shortage

of adequate power or transportation facilities; and (i) other events beyond the reasonable control of such party (each

of the foregoing, a “Force Majeure Event”). A party whose performance is affected by a Force Majeure Event shall

give notice to the other party, stating the period of time the occurrence is expected to continue and shall use diligent

efforts to end the failure or delay and minimize the effects of such Force Majeure Event. During the Force Majeure

Event, the non-affected party may similarly suspend its performance obligations (except for any obligations to make

payments to the other party hereunder) until such time as the affected party resumes performance.

Confidentiality. Except as set out in Section 5.2 herein, from time to time during the Term, a party (the

“Disclosing Party”) may disclose or make available to the other party (the “Receiving Party”) information about its

business affairs, products, confidential intellectual property, and other sensitive or proprietary information, whether

orally or in written, electronic, or other form, and whether or not identified as "confidential" (collectively, “Confidential

Information”). The Receiving Party shall not publish, reproduce, circulate or otherwise distribute or disclose

Confidential Information provided by the Disclosing Party. The Receiving Party shall take all necessary precautions

to ensure that the Receiving Party’s employees and representatives treat such Confidential Information as

confidential and do not divulge such Confidential Information through willful actions or negligence. All such

Confidential Information provided to the Receiving Party remains the property of the Disclosing Party and shall be

returned to the Disclosing Party upon demand and shall not be reproduced in any manner except upon written

consent of the Disclosing Party.

Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder

(each, a "Notice") must be in writing and addressed to the parties at the addresses set forth on the Order Form (or

to such other address that may be designated by the party giving Notice from time to time in accordance with this

Section 14). Notices sent in accordance with this Section 14 will be deemed effectively given: (a) when received, if

delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight

courier, signature required; (c) when sent, if by facsimile or email if sent during the addressee's normal business

hours, and on the next business day if sent after the addressee's normal business hours; and (d) on the fifth day

after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested,

postage prepaid.

For greater clarity of the foregoing, if the Client signed the Acknowledgment and Acceptance which included

a heading for Notices, it accepts that all written notices (required by law or this Agreement) will be solely provided to

the email in the Order Form, and it waives any requirement for personal service.

General.

(a) Waiver. Failure of either party to enforce any provision of this Agreement will not be construed as a waiver by

that party of such provision and will not prevent or bar enforcement of that or any other provision by that party.

(b) Invalidity. If any provision in this Agreement should be held illegal or unenforceable, such provision will be

severable from this Agreement and such severance will not affect the enforceability of any other provision of this

Agreement. It is the intention of the parties hereto that if Section 16 of this Agreement is capable of two

interpretations, one of which would render the provision void, illegal or unenforceable, and the other which would

render the provision valid, then the provision shall have the meaning which renders it valid.

assigned, transferred, licensed, sub-licensed or sub-contracted, without the consent of the other party, which will not

be unreasonably withheld.

(d) Further Assurances. The parties will execute and deliver all other documents and agreements and will do all

other acts and things as may reasonably be required to carry out the intent of this Agreement.

(e) Applicable Law. This Agreement will be governed, interpreted or construed in accordance with the laws of the

Province of Ontario and the laws of Canada applicable therein, excluding its conflict of laws rules. All parties

expressly exclude the United Nations Convention of Contracts for the International Sale of Goods, and the

International Sale of Goods Act (Ontario) as amended, replaced or re-enacted from time to time. All disputes and

controversies arising out of, or in any manner relating to this Agreement which the parties do not resolve in good

faith within 60 calendar days after either of the parties notifies the other in writing of its desire to discuss such dispute

or controversy, will be submitted to a Court of competent jurisdiction in the Province of Ontario, Canada and the

parties irrevocably submit to the exclusive jurisdiction of such Courts in the event of any proceeding arising

hereunder.

(f) Public Announcements. All public announcements regarding this Agreement and/or any business that results from

it and that include use of the TIA’s corporate name, trade-marks, logos and/or trade names will be mutually agreed

upon by the parties, acting reasonably, before publication. Notwithstanding the foregoing, the Client consents to TIA

referring in its promotional and marketing materials to (i) the Software, as customized in accordance with the Client

Services Agreement; and (ii) the Client’s name and/or other indicia in its lists of current or former clients.

(g) Independent Parties. The relationship of the parties is that of independent contractors and is not that of

employment, franchiser-franchisee, agency, or joint venturers. Neither party will or is authorized to bind the other

party to any obligation, without the other party’s consent, which consent may not be unreasonably withheld or

delayed.

(h) Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with

respect to the subject matter herein. With the exception of the Client Services Agreement, which agreement remains

in full force and effect, this Agreement supersedes all prior discussions, representations, warranties and the terms

and conditions in any existing agreements, oral or written, made between the parties with respect to the subject

matter hereof. This Agreement will not be amended or modified except by written agreement of the parties.

(i) Binding Effect. This Agreement shall be binding upon and enure to the benefit of the parties hereto and their

respective permitted successors and permitted assigns.

(j) Counterparts and Execution. This Agreement may be executed in counterparts, each of which is deemed an

original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement

delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as

delivery of an original signed copy of this Agreement.

For greater clarity of the foregoing, the parties understand and agree that they have the right to execute this

Agreement through paper or through electronic signature technology, which is in compliance with the Electronic

Commerce Act (Ontario), as amended, replaced or re-enacted from time to time, governing electronic signatures.

The parties agree that to the extent they sign electronically, their electronic signature is the legally binding

equivalent to their handwritten signature. Whenever they execute an electronic signature, it has the same validity

and meaning as their handwritten signature. They will not, at any time in the future, repudiate the meaning of my

electronic signature or claim that their electronic signature is not legally binding. They agree not to object to the

admissibility of this Agreement as an electronic record, or a paper copy of an electronic document, or a paper copy

of a document bearing an electronic signature, on the grounds that it is an electronic record or electronic signature

or that it is not in its original form or is not an original. Each party will immediately request that their electronic

signature be revoked in writing if they discover or suspect that it has been or is in danger of being lost, disclosed,

compromised or subjected to unauthorized use in any way. They understand that they may also request revocation

at any time of their electronic signature for any other reason in writing. If either party would like a paper copy of this

Agreement, they may request a copy from the other party.

Security Interest

16.1 Until all Fees owed to TIA under this Agreement are received by TIA, TIA shall retain a security interest and

the Client hereby grants and conveys a security interest to TIA, in such TIA Software, which includes all equipment

and inventory now owned or hereafter acquired by the Client, including, without limitation, products owned,

manufactured, sold or used by the Client or any of its subsidiaries, affiliates, successors or assigns, now or in the

future; all accounts, accounts receivable, contract rights, chattel papers, instruments, general intangibles, and

receivables of any kind; Client’s books and records and all proceeds of any of the foregoing (the “Security Interest”)

and such Security Interest can be registered for up to 10 years. The Security Interest outlined in this entire Section

16 will survive the performance, expiration or termination of this Agreement.

16.2 The Client acknowledges and agrees that the Security Interest is complete and valid without the necessity

of any other or further documentation in respect thereof and is intended to constitute a security agreement as defined

in the personal property security legislation of every province in which the Client operates, as amended from time to

time (each of which is hereafter referred to as the “Act”).

16.3 All security provisions in this Agreement are separate from and shall survive performance, expiration or

termination of this Agreement until all Fees owed or owing to TIA has been completely paid out.