End User License Terms

1. SemiosBio Technologies Inc. (Semios) is providing you a non-exclusive license to access and use (i) Semios’s RADAR tool, (ii) the regional data, insights, reports, analysis and recommendations obtained therefrom, which comprise subject matter that is confidential and proprietary, and that is subject to copyright, patent, and trade secret laws. (iii) and all Semios’s trademarks associated therewith (collectively the “RADAR IP”). The RADAR IP is protected by US and other countries’ copyright, patent, trade secret, trademark, and other intellectual property laws.
2. This license may be revoked at any time and because these terms and conditions are considered a prerequisite for this license, in the event that you breach, or Semios suspects a breach of, any terms of this license, the license and authorizations will be deemed to be revoked immediately upon any breach, whether or not known to Semios.
3. SEMIOS MAKES NO WARRANTY OR REPRESENTATION ABOUT THE RADAR IP, INCLUDING ANY FITNESS FOR PURPOSE OR AVAILABILITY (INCLUDING LOSS OF ACCESS DUE TO AN ACTUAL OR SUSPECTED BREACH OF THIS LICENSE), AND YOU AGREE THAT SEMIOS ACCEPTS NO LIABILITY FOR YOUR USE OF OR RELIANCE ON THE RADAR IP. YOUR RIGHTS TO USE AND ACCESS THE RADAR IP REQUIRES THAT YOU WAIVE ANY RIGHT TO SEEK COMPENSATION OR OTHER REMEDIES FROM SEMIOS RELATING IN ANY WAY FROM YOUR USE AND ACCESS OF THE RADAR IP. FURTHER, YOU WILL INDEMNIFY SEMIOS IN THE EVENT THAT SEMIOS SUFFERS ANY COSTS OR DAMAGE, INCLUDING ANY ACTUAL OR THREATENED LITIGATION BY A THIRD-PARTY, AS A RESULT OF ANY ACT OR OMISSION BY YOU IN CONNECTION WITH THIS LICENSE AND THE RADAR IP. YOU WAIVE ALL SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, AND AGREE THAT YOU MAY NOT SEEK ANY SUCH DAMAGES.
4. You may not: (i) copy, redistribute, amend, or create derivative works from any RADAR IP; (ii) break, reverse engineer, or hack the RADAR IP, or attempt to do any of the foregoing, or otherwise access the RADAR IP in any manner other than those that are permitted and as intended; or (iii) access the RADAR IP in any way except via www.ag-radar.com, of which is owned by Semios.
5. This license shall be governed exclusively by the provincial and applicable federal laws of British Columbia, Canada, excluding its conflict of laws principles. The parties agree, consent and waive any contest to the exclusive jurisdiction and venue of the federal or provincial courts of British Columbia for all disputes arising out of or relating to this license. If any provision of this license shall be adjudicated to be invalid or unenforceable, the remaining provisions of the license will remain in full force and effect, and the affected provision or portion thereof will be deemed modified so that it is enforceable to the maximum extent permissible to reflect as closely as possible the intentions of the license as evidenced from the provisions hereof.