TERMS OF SERVICE

Last updated: Feb 12, 2025

These Terms of Service, including any Order Form and other document agreed to by the parties referencing these Terms of Service, (collectively, "Agreement") are entered into between you ("you" or "your") and Rhizome Compliance Inc. ("Rhizome") and govern access to Rhizome's online services including but not limited to Rhizome's website available at rhizomecompliance.com, including subdomains, ("Website") and software licensed to you, including but not limited to Rhizome's Know Your Client (KYC) and Anti-Money Laundering (AML) software application ("Application") (collectively, "Service").

[BY EXECUTING AN ORDER FORM PROVIDED BY RHIZOME THAT REFERENCES THE TERMS OF SERVICE ("ORDER FORM"), CLICKING "I AGREE" OR SIMILAR CONFIRMATION OR BY USING THE SERVICE YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT.]

IF YOU ARE AGREEING ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ORGANIZATION TO THE AGREEMENT AND ARE AGREEING TO THE AGREEMENT FOR THAT ORGANIZATION. WHERE YOU ARE USING THE SERVICE ON BEHALF OF AN ORGANIZATION, "YOU" OR "YOUR" REFERS TO THAT ORGANIZATION.

1. ACCOUNTS AND ACCESS

1.1 Access and Account Creation.

The Website provides you with: (a) access to publicly accessible content, such as general information about the Application and Rhizome itself; (b) the ability to register an Account (each, an "Account"); and (c) the option to purchase a Subscription (defined below) through your Account as a customer of Rhizome ("Customer"). You must be at least 18 years old or the age of majority in your jurisdiction (whichever is older) to register an Account or otherwise use the Service. You represent and warrant that you are authorized to enter into this Agreement.

1.2 Log-in Information.

As the holder of an Account, you shall: (a) provide Rhizome with accurate information, including but not limited to your full name and email address; (b) maintain the confidentiality of Account log-in information ("Log-in Information"), which you shall use each time you contact Rhizome for support or other requests related to the Service; (c) use commercially reasonable efforts to manage and ensure your Log-in Information remains confidential, secure and used only when properly authorized and you shall not share your Log-in Information with any other person or entity; and (d) be responsible for all activity that originates from your Account. Rhizome is not responsible for any loss or damage arising from your failure to maintain the confidentiality or security of your Log-in Information. If you detect unauthorized access to or use of your Account, you shall promptly notify Rhizome of such unauthorized access or use.

2. SUBSCRIPTION AND LICENSE

2.1 Subscription Grant.

Rhizome hereby grants Customer, and Customer's employees, contractors and agents (acting in such capacity), (together, "Customer Parties") a non-exclusive, non-sublicensable, non-transferrable, revocable, limited subscription to access and use: (a) the Application, pursuant to the terms of Customer's paid subscription for the Service ("Subscription"); and (b) the Website. Subscription terms are as agreed by Customer and Rhizome, for example in an Order Form or presented at the time of Subscription purchase, and as otherwise set forth in these Terms of Service.

2.2 License Grant.

Rhizome hereby grants Customer Parties a non-exclusive, non-sublicensable, non-transferable, revocable, limited license to download, install, reproduce and make derivative works of the Application, subject to the terms of Customer's Subscription and only for the limited purpose of: (a) installing and using the Application on Customer's internal computer systems for performing Customer KYC and AML activities; and (b) modifying the Application to ensure compatibility with Customer computer systems or improving Application functionality ("Modifications"), and not for any other purpose, as further limited by Sections 4.2 and 8 (collectively, "License"). The License does not: (i) grant any right, title or interest in any of the underlying algorithms that Rhizome uses to operate the Application and/or provide the Service; and (ii) extend to Customer's subsidiaries, affiliates and/or partners, unless expressly permitted by Rhizome in writing.

2.3 Customer Party Compliance.

Customer is responsible for all Customer Parties' compliance with the Agreement. Rhizome reserves the right, at any time and in its sole discretion, to restrict, limit or terminate Customer Parties' access to and use of the Application, where it determines there has been material non-compliance with this Agreement or any other written agreement between Customer Parties and Rhizome.

3. PROFESSIONAL SERVICES; AVAILABILITY

3.1 Professional Services.

If Customer requests the provision of professional services from Rhizome, Rhizome shall determine in its sole discretion whether to undertake such professional services and, if Rhizome desires to proceed, provide Customer a work order ("Work Order") containing an estimate of the time required to complete such professional services, associated cost and other applicable terms. Professional services are subject to Customer's acceptance of the applicable Work Order. Work product resulting from an Order Form or Work Order remains the property of Rhizome but subject to Customer's Subscription and/or License, except as expressly provided for in the Work Order.

3.2 Service Level Agreement (SLA).

a. Availability Commitment: Rhizome guarantees 99.9% monthly uptime, measured as operational/accessible time in a calendar
month, excluding excluded periods below.

b. Service Credits: If uptime falls below 99.9%, customers receive credits as a percentage of their monthly fee:

99.0% - 99.9%: 10% credit
98.0% - 98.9%: 25% credit
Below 98.0%: 50% credit

Credits are capped at 50% of the monthly fee and are the sole remedy for downtime.

c. Exclusions

Uptime calculations exclude:

Scheduled maintenance (reasonable advance notice provided).
Force majeure events (e.g., natural disasters, third-party outages).
Issues caused by customer systems/configurations.

d. Claims

To request credits:

Submit a written claim within 30 days of downtime.
Include documentation (dates, impact details, evidence).

Credits are issued within 30 days of validation.

e. Disclaimer

Rhizome uses reasonable efforts to maintain availability but liability is limited to SLA terms. Service
credits are the exclusive remedy for downtime.

4. USE OF THE SERVICE

4.1 Features.

Service features, functionality, usage limits and available integrations, including any services provided under a Work Order (collectively, "Features") are subject to change on one or more occasions and at any time without notice. Features associated with your Subscription are described on the Website, as updated on one or more occasions, Order Form and/or Work Order (as applicable).

4.2 Authorized Use.

You shall use the Service in conformance with all applicable laws and regulations and shall NOT:

a. engage in conduct constituting improper use of the Service, in a manner that exceeds reasonable volume or constitutes excessive or abusive usage;

b. decompile, disassemble or reverse engineer the Service or otherwise attempt to gain unauthorized access to the Service or the Service source code, except as permitted by the Agreement;

c. sell, re-sell, reproduce, sub-license, rearrange, translate, modify, create derivative works from, display, perform, publish, disclose or distribute the Service (including any Modifications), except as expressly provided for in Section 2.2 or as expressly permitted by Rhizome in writing;

d. use, develop or distribute automation services (bots), macro services or other utility services on the Service or knowingly exploit a flaw or bug in the Service;

e. break, disrupt or otherwise assist with breaking or disrupting any device used to support the Service;

f. use the Service to store or transmit material that is infringing, libelous, unlawful or in violation of any person's rights;

g. upload files that contain viruses, Trojan horses, worms, time bombs, corrupted files or data or other similar services or programs that may damage operation of the Service or the devices of other users;

h. harass, abuse, stalk, threaten or impersonate any person through the Service;

i. promote, encourage or undertake illegal activity or communicate, link to, post, stream, submit or upload content that contains objectionable or offensive conduct through the Service;

j. disparage, harm or otherwise tarnish Rhizome's reputation;

k. use the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes; or

l. use the Service to infringe or violate third party rights including but not limited to: (i) contractual rights, (ii) copyright, patent, trademark, trade secret rights or other intellectual property rights, (iii) privacy rights, (iv) publicity rights, or (v) confidential information,

as determined by Rhizome in its sole discretion.

4.3 Technical Requirements.

Access to the Service may require certain hardware and software including but not limited to a computer and Internet connection meeting minimum specifications described on the Website or Order Form, as updated on one or more occasions. You agree to provide all hardware, software and the Internet connection required to use the Service and to pay all fees incurred by you when accessing the Service through an Internet connection.

4.4 Third Party Integrations.

Certain aspects of the Service are integrated with third party services ("Third Party Services"), including but not limited to Sentry, Google and OpenAI. These Third Party Services may require you to enter into separate agreements to access certain aspects and Features of the Service, which you must determine the suitability of, in your sole discretion. This Agreement does not grant you any right, title, license or interest in the Third Party Services and if you use such Third Party Services, you hereby acknowledge and agree that Rhizome may permit such Third Party Services to access Customer Data (defined below) solely as required for integration with the Service and subject to appropriate confidentiality and data security obligations from such Third Party Services that are no less protective than those contained in this
Agreement. Integration of Third Party Services into the Service relies on third parties permitting Rhizome to integrate the Third Party Services and such permission and/or integration may conclude at any time without notice or compensation to you.

4.5 Privacy Policy.

Use of the Service may require you to provide personal data to Rhizome and the collection, use and disclosure of this personal data is governed by a Privacy Policy available at rhizomecompliance.com/privacy-policy, as updated on one or more occasions. Customer is responsible for disclosing the Privacy Policy to Customer Parties who use or access the Service and to confirm each user's acceptance and adherence thereto. If you disagree with the then-current Privacy Policy, you must immediately stop use of the Service and contact Rhizome at support@rhizomecompliance.com.

4.6 Service Integration and Legal Compliance.

Use of the Service may require Customer to update its own Privacy Policy and other legal documentation to reflect the information practices of the Service, as described in Rhizome's Privacy Policy, and to ensure that Customer's use of the Service complies with all applicable laws, including privacy laws. Rhizome does not express an opinion on the Service's compliance with the laws of Customer's country and/or the laws of any country in which a Customer end user resides and strongly recommends that Customer seek legal advice before proceeding to use the Service.

5. ARTIFICIAL INTELLIGENCE

5.1 AI Disclaimer.

Certain aspects of the Service may rely upon the use of artificial intelligence ("AI"). These AI features enable machine learning capabilities and predictive analysis to generate outputs and narrative completions ("AI Content") from specific data inputs and narratives within the Service ("AI Features"). AI Features are provided by the Service's integration with OpenAI® and other large language model data providers. By using the Service, Customer represents and warrants that: (a) its use of AI Features complies with all applicable laws; and (b) Customer has obtained all rights required to provide any data inputs used for AI Features and that any such data inputs are collected, used and shared in accordance with applicable laws, including but not limited to privacy laws. AI Features are provided on an "AS IS" and "WHEN AVAILABLE" basis.

5.2 AI Outputs.

AI Content is generated by complex algorithms and is not guaranteed to be free from errors,
inconsistencies, or inaccuracies. Customer acknowledges and agrees that any AI Content does not
reflect the beliefs, opinions, or advice of Rhizome or its Representatives (defined below). AI Content
does not constitute legal, financial, medical, or any other professional advice and should not be
relied upon as such.

Rhizome will make reasonable efforts to improve the accuracy of AI Content, including adjusting
prompts and implementing quality control measures to minimize inaccuracies. However, Rhizome
cannot guarantee the elimination of all errors, including those resulting from AI hallucinations or
other unpredictable behaviors inherent in AI systems. Upon notice from Customer, Rhizome will use
its best efforts to address and correct any known errors in AI Content.

Rhizome disclaims all representations, warranties, and covenants regarding the accuracy and/or
completeness of any AI Content and outputs produced by the AI Features. Customer is solely
responsible for verifying all AI Content and related outputs for accuracy and completeness.
Customer retains all right, title, and interest in the AI Content.

6. ORDER FORM AND FEES

6.1 Fee Payment.

Customer shall pay Rhizome the Subscription fee agreed to by Customer when selecting a Service plan through the Website and/or as set forth in the Order Form ("Subscription Fee"), as well as any additional fees and charges agreed to by Customer and Rhizome, such as fees associated with a Work Order. Customer shall automatically be charged the Subscription Fee pursuant to this Agreement or pay the fees in accordance with the Order Form, as invoiced by Rhizome, which Subscription Fee is non-refundable except where Rhizome expressly permits. Rhizome may increase the Subscription Fee by no more than 5% annually providing written notice of the change at least 60 days before the start of a Renewal Term (defined below). Any increase above 5% shall require Customer's written consent. If Customer elects to pay any fees by credit card, Customer hereby authorizes Rhizome or a third party designated by Rhizome to charge the credit card for all fees owed to Rhizome. You represent and warrant that: (a) you have the legal right to use any credit card(s) or other payment method(s) in connection with your payments to Rhizome; and (b) the information you provide for payment purposes is true, correct and complete. Customer shall provide a valid credit card and if Customer's credit card expires or changes, or is revoked, disputed or not valid for any other reason, Rhizome may suspend Customer's use of the Service upon 30 days' notice or otherwise terminate the Agreement pursuant to Section 7. By submitting payment information, you grant Rhizome the right to provide such information to third parties for the purpose of facilitating your purchases with Rhizome. Rhizome reserves the right to refuse or cancel any Subscription Fee, additional fee, charge or other purchase with Rhizome for reasons including but not limited to suspected fraud or any other reason, as determined in Rhizome's sole and absolute discretion.

6.2 Overdue Invoice.

If Customer fails to pay an invoice, Rhizome may suspend the Service and, before resuming the Service, may require that Customer pay: (a) all outstanding amounts; and (b) all amounts payable for the remainder of the Term.

6.3 Taxes.

Customer shall pay all taxes, duties and charges that are not included within the Subscription Fees and any additional fees and charges agreed to by Customer and Rhizome.

7. TERM; TERMINATION

7.1 Term.

The Agreement is effective on the earliest of: (a) in the case of access to the Website, the date you first access the Website; or (b) if a Subscription, the earliest of: (i) the date Customer signs up for a Subscription; or (ii) the date an Order Form is executed. The term for a Subscription is annually, or such other duration set forth in the Order Form ("Term"), thereafter automatically renewing for the same period described within Customer's Subscription or Order Form (each renewed Term, a "Renewal Term").

7.2 Termination.

The Term terminates upon the earliest of:

a. the end of the then-current Term or Renewal Term, when you terminate the Agreement by providing Rhizome at least 30 days written notice prior to the start of a Renewal Term;

b. the end of the then-current Term or Renewal Term, when Rhizome terminates the Agreement at any time prior to the start of a Renewal Term, with or without advance notice to you;

c. your failure to pay the Subscription Fee, or any other fee or charge due and owing by you to Rhizome;

d. in the case of access to the Website, when terminated by you or Rhizome, which may occur at any time without notice.

e. your non-compliance with (or rejection of) the Agreement or Privacy Policy; or

f. at the other party's option, if a party becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the party, or if any proceeding in bankruptcy, receivership or liquidation is commenced against the party and not dismissed within 30 days following commencement.

7.3 Post-Termination Responsibilities.

Upon termination, whether by you or Rhizome, Customer Parties agree to immediately and permanently delete from their systems the Application as well as any and all proprietary information and any other software related to the Application licensed to Customer pursuant to these Terms of Service, including anything stored on a Customer's data backups, but specifically excluding any Modifications created by Customer Parties.

7.4 No Refunds.

Termination does not entitle Customer to a refund of any kind and upon termination you agree to pay any due and unpaid fees. Following termination, Rhizome may, but is not obligated to, retain Customer Data to allow Customer to reactivate a Subscription for up to 90 days and for such other purposes set forth in the Privacy Policy. Customer shall comply with all terms of the Agreement, including but not limited to immediate and permanent deletion of the Application pursuant to Section 7.3 above, even where Customer intends to reactivate their Subscription.

8. OWNERSHIP; CONFIDENTIALITY

8.1 Service Ownership.

The Service and constituent parts thereof, including but not limited to the Application, are the proprietary property of Rhizome, and all right, title and interest in and to, including all associated intellectual property rights, remain with Rhizome. Your rights to the Service are limited only to the rights set out within the Agreement and as further restricted by any other written agreement between you and Rhizome. You may not remove or modify any proprietary marking or restrictive legends in the Service. The Agreement does not convey any right, title or interest in, or constitute the sale of any right to the Service, your Subscription or Account. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are and shall be forever owned by and inure to the benefit of Rhizome, excluding Customer Data. The trademarks, logos, and service marks (collectively, "Trademarks") displayed on the Service are registered and unregistered marks of Rhizome or are otherwise used in accordance with applicable law. Nothing contained in the Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Trademarks without Rhizome's written permission. Rhizome reserves all rights unless expressly granted in this Agreement.

8.2 Customer Data.

Customer Parties retain all right, title and interest in: (a) data uploaded or transmitted through the Service; and (b) Modifications, but not the resulting derivative work (collectively, "Customer Data"). Customer Parties hereby grant Rhizome a revocable and limited license under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights Customer Parties own or control to use, store and modify Customer Data solely as necessary to: (i) provide the Service; and (ii) create anonymous aggregated data that cannot be linked back to Customer or its users for internal service improvement purposes only; and (iii) deliver to Customer relevant information and communications, in addition to other purposes described in the Rhizome Privacy Policy. Customer Parties represent and warrant that Customer Parties have all necessary right, title and interest in any Customer Data obtained from third parties and uploaded or transmitted through the Service.

8.3 Customer Feedback.

You hereby grant Rhizome a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use any feedback you provide regarding the Service. Such feedback is deemed to not be Confidential Information of you or Customer and nothing in this Agreement shall operate to limit Rhizome's use of such feedback.

8.4 Confidential Information.

During the course of this Agreement, a party may disclose ("Discloser") Confidential Information to the other party ("Recipient"), which Recipient shall use and disclose solely for the purpose of, and in accordance with, this Agreement. "Confidential Information" means any business, marketing, technical, scientific or other information of Discloser, which, at the time of disclosure, is designated as confidential (or like designation), is disclosed in circumstances of confidence, is non-public information, or would be understood by Recipient, exercising reasonable business judgment, to be confidential. Recipient may disclose Confidential Information to its directors, officers, employees and subcontractors who have a need to know such Confidential Information if and only if such recipients are subject to confidentially obligations no less stringent than those contained in this Agreement. Recipient shall use the same degree of care as it uses to protect its own Confidential Information, but no less than reasonable care, to prevent the unauthorized use or disclosure of Confidential Information. Notwithstanding the foregoing, this Section 8.4 does not apply to Confidential Information that: (a) was lawfully in the public domain or known to Recipient prior to its disclosure, or becomes publicly available or known to Recipient other than through a breach of this Agreement; (b) was disclosed to Recipient by a third party, provided that such third party is not in breach of any confidentiality obligation in respect of such information; or (c) was developed by Recipient without use of the disclosing party's Confidential Information. If Recipient is compelled pursuant to legal, judicial, or administrative proceedings, or otherwise required by law to disclose Confidential Information, Recipient shall use reasonable efforts to seek confidential treatment for such Confidential Information and provide prior notice to Discloser to allow it to seek protective or other court orders. Each party agrees that a breach of this Section 8.4 would cause the other irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, the non-breaching party shall be entitled to seek injunctive relief against such breach or threatened breach, without proving actual damage.

9. DISCLAIMER, LIMITATION OF LIABILITY

9.1 DISCLAIMER.

THE SERVICE IS PROVIDED TO CUSTOMER PARTIES "AS IS" AND RHIZOME DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND COMPLIANCE WITH LAWS OF CUSTOMER PARTIES' JURISDICTION, TO THE EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, RHIZOME MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL MEET CUSTOMER PARTIES' REQUIREMENTS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE, WILL NOT HARM COMPUTERS, MOBILE DEVICES OR ANY ATTACHED DEVICES, NOT RESULT IN LOST DATA OR BE SECURE AGAINST UNAUTHORIZED ACCESS. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY RHIZOME, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR ASSIGNS ("REPRESENTATIVES"), WILL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE AND CUSTOMER PARTIES SHALL NOT RELY UPON SUCH ADVICE OR INFORMATION. CUSTOMER PARTIES BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICE.

9.2 LIMITATION OF LIABILITY.

EXCEPT FOR CLAIMS ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, RHIZOME AND ITS REPRESENTATIVES' TOTAL LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM FOR DIRECT DAMAGES ARISING FROM OR RELATING TO THE SERVICE. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, EXCEPT WHERE PROHIBITED BY LAW.

9.3 MAXIMUM AGGREGATE LIABILITY.

NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD RHIZOME AND ITS REPRESENTATIVES FROM LIABILITY, CUSTOMER PARTIES AGREE THAT RHIZOME'S AND/OR ITS REPRESENTATIVES MAXIMUM AGGREGATE LIABILITY IN ANY CASE WHATSOEVER WILL BE THE LESSER OF: (A) THE TOTAL AMOUNT CUSTOMER PAID TO RHIZOME IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE ACT LEADING TO THE HARM IN QUESTION; AND (B) $15,000 CAD.

10. INDEMNIFICATION

Customer Parties shall indemnify, defend and hold Rhizome and its Representatives harmless from and against any third-party claim, liability, injury, damage, cost, loss or expense, including reasonable attorneys' fees, arising directly from Customer Parties' negligent or willful misconduct in connection with their use of the Service, personal injury or death arising while using the Service, or Customer Parties' violation of the Agreement or any law or regulation (including but not limited to privacy laws). Customer Parties shall not settle any claim without Rhizome's advance written consent unless such settlement releases Rhizome unconditionally. Rhizome reserves the right to, at its expense, assume control of the claim.

11. DISPUTE RESOLUTION

11.1 Initial Dispute Resolution.

Most disputes between Customer Parties and Rhizome can be resolved without resorting to legal action. If Customer Parties have any dispute with Rhizome, such Customer Parties agree that before taking any formal legal action, Customer Parties shall contact Rhizome at legal@rhizomecompliance.com, and provide a brief, written description of the dispute and relevant contact information. Customer Parties and Rhizome agree to use commercially reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

11.2 Binding Arbitration.

If Customer Parties and Rhizome cannot come to a resolution within 60 days after the time an informal dispute resolution is initiated, Customer Parties agree that any disputes or claims between Customer Parties and Rhizome, including the Representatives, shall be resolved by confidential, final and binding arbitration to be conducted in the City of Vancouver, British Columbia and administered by the Vancouver International Arbitration Centre (the "VIAC"). The arbitration shall be commenced and conducted in accordance with VIAC's Model Rules (the "Rules"). Customer Parties' arbitration fees and share of the arbitrator's compensation shall be governed by and, where appropriate, limited by the Rules. [BY AGREEING TO ARBITRATION, CUSTOMER PARTIES UNDERSTAND THAT SUCH AGREEMENT WAIVES THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS LIMITED BY APPLICABLE LAW. THE PARTIES AGREE THAT SECTION 11.2 SHALL NOT APPLY TO: (A) DISPUTES CONCERNING INTELLECTUAL PROPERTY, ALLEGATIONS OF THEFT, PIRACY, VIOLATION OF PRIVACY LAWS OR USE OF THE SERVICE IN VIOLATION OF THIS AGREEMENT; OR (B) CLAIMS FOR INJUNCTIVE RELIEF.]

11.3 CLASS ACTION WAIVER AND PROHIBITION.

CUSTOMER PARTIES AGREE THAT ANY ARBITRATION OF A DISPUTE OR CLAIM SHALL BE LIMITED BETWEEN RHIZOME, THE REPRESENTATIVES (IF APPLICABLE), AND CUSTOMER PARTIES INDIVIDUALLY, EXCEPT WHERE PROHIBITED BY APPLICABLE LAW. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION SHALL BE JOINT WITH ANY OTHER AND CUSTOMER PARTIES HAVE NO RIGHT OR AUTHORITY TO: (A) ARBITRATE A DISPUTE OR CLAIM ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS-ACTION PROCEDURES; AND TO (B) RAISE A DISPUTE OR CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS. CUSTOMER PARTIES UNDERSTAND AND AGREE TO THIS WAIVER OF THE RIGHT TO HAVE ANY DISPUTE OR CLAIM RESOLVED AS A PLAINTIFF OR MEMBER OF A CLASS ACTION.

12. GENERAL

12.1 Updates.

Rhizome reserves the right to modify this Agreement at any time (each an "Update"), subject to obtaining your consent. Rhizome shall make each Update available through the Website and through email notification. You are required to provide consent to an Update before continuing to use the Service. Unless Rhizome states otherwise, an Update will only become effective 30 days after posting on the Website and after obtaining your consent, except in such case where an Update is immaterial to any of your legal rights or legal obligations of Rhizome and such Update is made only to correct a typographical, formatting, or grammar inaccuracy, in which case an Update is effective immediately after posting on the Website.

12.2 Governing Law.

The Agreement shall be governed by and construed in accordance with the applicable laws of the Province of British Columbia and federal laws of Canada, without reference to principles of conflicts of laws, and courts in Vancouver, British Columbia shall have exclusive jurisdiction to hear any proceedings related to this Agreement and to which the parties irrevocably attorn to the jurisdiction of.

12.3 Notice.

Any notice required by the Agreement shall be given by email to Rhizome at support@rhizomecompliance.com, and by Rhizome to you at the email address you provide to Rhizome, as updated on one or more occasions, such notice deemed received upon sending.

12.4 Limitation Period.

Any cause of action arising out of or related to the Agreement or the Service must commence within the applicable statutory limitation period as required by law. The parties acknowledge that the foregoing constitutes a modification and shortening of the limitation period set forth in statute and agree to shorten the limitation period.

12.5 California Consumer Notice.

Under California Civil Code Section 1789.3, California consumers of an electronic commercial service are entitled to know that they may file grievances and complaints with the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, in writing at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

12.6 Severability, Waiver.

If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law with remaining provisions of this Agreement in full force and effect. No failure or delay by a party in exercising any right, power or remedy under this Agreement constitutes a waiver thereof. Any waiver must be in writing and signed by the waiving party to be effective.

12.7 Assignment.

You may only assign, transfer or pledge the Agreement, in whole or in part, with the express written consent of Rhizome. Rhizome may assign this Agreement upon written notice to you.

12.8 Force Majeure.

Except with respect to the Customer's obligation to make payments, neither party shall be held responsible for any delay, deficiency or failure in performance due to causes beyond its reasonable control including, but not limited to, fires, strikes, embargoes, explosions, earthquakes, hurricanes, floods, wars, the elements, labor disputes, pandemics, government requirements, acts of war and terrorism, civil or military authorities, inability to secure raw materials or transportation facilities, acts or omissions of carriers or suppliers.

12.9 Entire Agreement.

The Agreement, including the Order Form, applicable Work Orders and the Privacy Policy, as amended on one or more occasions, constitutes the entire Agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No terms or conditions stated in any purchase order or other order documentation you provide are incorporated into or form any part of the Agreement and shall not be binding
unless specifically agreed to in writing by both parties.

12.10 Amendment and Priority.

These Terms of Service may be amended, in whole or in part, by the terms of an Order Form and/or Work Order agreed to between you and Rhizome. In the event of a conflict between these Terms of Service and any other agreement between you and Rhizome, the document containing the more specific provision addressing the issue shall control.

12.11 Survival.

Sections 6, 7.3, 7.4, 8, 9, 10, 11 and 12 survive termination of this Agreement.