Service Agreement

This Twinkle Technologies, Inc. Service Agreement (the "Agreement") is entered into between Twinkle Technologies, Inc. ("Twinkle"), with its principal place of business located in Seattle, Washington, United States and the customer accessing, downloading, installing or otherwise using (the terms "use" and "using" will refer to any of the foregoing) the Twinkle API SaaS Services (as defined below) (such customer, the "Customer"), and is entered into on the earlier of the date Customer first uses any part of the Twinkle API SaaS Services and the date Customer agrees to be bound by this Agreement (the "Effective Date").

This Agreement includes any current or future Order Forms (all as defined below in Section 1), and all such documents are incorporated by this reference.

Each of Twinkle and Customer will individually be referred to as a "Party" and jointly as the "Parties".

This Agreement sets forth the terms and conditions that govern the provision and use of the Twinkle API SaaS Services for blockchain data posting and data retrieval API services.

BY USING THE TWINKLE API SAAS SERVICES (INCLUDING THE WEBSITE), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 14(L).

IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE TWINKLE API SAAS SERVICES.

CUSTOMER REPRESENTS AND WARRANTS TO TWINKLE THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT.

IF CUSTOMER IS USING THE TWINKLE API SAAS SERVICES ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO TWINKLE THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

THE TWINKLE API SAAS SERVICES MAY NOT BE ACCESSED FOR PURPOSES OF MONITORING ITS AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

TWINKLE'S DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING THE TWINKLE API SAAS SERVICES, EXCEPT WITH TWINKLE'S PRIOR WRITTEN CONSENT.

1. Definitions

Unless the context requires otherwise, capitalized terms used in this Agreement have the meaning ascribed to them in this Section 1.

• (a) "Access Credentials" has the meaning set out in Section 4(a).
• (b) "Agreement" has the meaning set out on the first page of this Agreement.
• (c) "API Data" means any Customer Data submitted by Customer to the Twinkle API.
• (d) "BCI" means business contact information that consists of the name and business telephone, address and email address of a Permitted User.
• (e) "Claim" means any actual, threatened, or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding, or any other claim or demand.
• (f) "Customer" has the meaning set out on the first page of this Agreement.
• (g) "Customer Application" has the meaning set out in Section 4(a)(iii).
• (h) "Customer Credentials" has the meaning set out in Section 7.
• (i) "Customer Data" means any Content that Customer (or any of its Permitted Users) (i) loads, submits, transmits to or enters into the Twinkle API SaaS Services, or (ii) otherwise transmits to Twinkle in connection with this Agreement. For greater certainty, Customer Data may include, but is not limited to, BCI and API Data but does not include any Feedback or any Content that Customer receives through or from the Twinkle API SaaS Services.
• (j) "Discloser" has the meaning set out in Section 10(a).
• (k) "Documentation" means any documentation in any form whatsoever, including any documents describing business processes and business process flows, reports, records, written designs, specifications, requirements, user manuals, user guides, operations manuals, training materials, instructions, blueprints, invention disclosures, patterns, flow charts, process maps, equipment part lists, drawings, or plans.
• (l) "Effective Date" has the meaning set out on the first page of this Agreement.
• (m) "Feedback" has the meaning set out in Section 3(d).
• (n) "Fees" has the meaning set out in Section 9(a).
• (o) "Force Majeure" has the meaning set out in Section 14(h).
• (p) "Initial Term" has the meaning set out in Section 13(a).
• (q) "Licensed Third Party Technology" means third party technology that is licensed under separate license terms and not under this Agreement.
• (r) "Losses" means any and all damages, fines, penalties, deficiencies, losses, liabilities (including settlements and judgments), costs, and expenses (including interest, court costs, reasonable fees and expenses of lawyers, accountants, and other experts and professionals, or other reasonable fees and expenses of litigation or other proceedings or of any Claim, default, or assessment).
• (s) "Modifications" means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and "Modify" has a corresponding meaning.
• (t) "Order Form" means any order form that references this Agreement and that is executed by authorized signing officers of each Party.
• (u) "Output" means any data, information, content, or records that are retrieved from the blockchain using the Twinkle API SaaS Services.
• (v) "Parties" and "Party" have the meaning set out on the first page of this Agreement.
• (w) "Permitted User" means those employees and independent contractors authorized by Customer on Customer's behalf to access and use the Twinkle API SaaS Services.
• (x) "Person" means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate or governmental or regulatory authority.
• (y) "Personal Information" means any information about an identifiable individual (including information that could, alone or in combination with other information, identify an individual).
• (z) "Privacy Laws" means all applicable federal, provincial, state and local laws, rules and regulations concerning the privacy and security of Personal Information, including, without limitation, the requirements of the Personal Information Protection and Electronic Documents Act.
• (aa) "Privacy Policy" has the meaning set out in Section 5(a).
• (bb) "Professional Services" has the meaning set out in Section 2(f).
• (cc) "Prohibited Data" means any Personal Information other than BCI.
• (dd) "Publicity" has the meaning set out in Section 14(c).
• (ee) "Recipient" has the meaning set out in Section 10(a).
• (ff) "Renewal Term" has the meaning set out in Section 13(a).
• (gg) "Restricted Location" means Crimea, Cuba, China (including Hong Kong and Macau), the so-called Donetsk People's Republic and Luhansk People's Republic, Iran, North Korea, Syria, or such other location that Twinkle may advise Customer is a "Restricted Location" from time to time.
• (hh) "Services" means collectively, the Twinkle API SaaS Services, the Version Zero Services, the Support Services, and the Professional Services (if applicable).
• (ii) "Support Services" has the meaning set out in Section 8.
• (jj) "Term" has the meaning set out in Section 13(a).
• (kk) "Twinkle" has the meaning set out on the first page of this Agreement.
• (ll) "Twinkle API" means Twinkle's proprietary application programming interface, and any related documentation all of which are designed to facilitate Customer's access to and use of the Twinkle API SaaS Services through interfaces between Customer applications and the Twinkle API SaaS Services.
• (mm) "Twinkle API SaaS Services" means services through which Twinkle may host or make available the Twinkle Platform and Twinkle API as may be further described in an Order Form and any component thereof, including Version Zero Services, to the extent made available by Twinkle pursuant to Section 2(g) hereof.
• (nn) "Twinkle Platform" means Twinkle's blockchain data posting and data retrieval API platform and any updates thereto.
• (oo) "Twinkle Products" means the Twinkle API, the Twinkle Platform, and any related Documentation.
• (pp) "Twinkle Property" has the meaning set out in Section 3(c).
• (qq) "Usage Policy" means the usage policy, available at [Insert Twinkle's Usage Policy URL here], as updated by Twinkle from time to time.
• (rr) "Version Zero Services" (V.0) has the meaning set out in Section 2(g).
• (ss) "Website" means any websites used by Twinkle and its subcontractors to provide the Twinkle API SaaS Services, including the website and subdomains located at https://t.tech/.

2. Twinkle API SaaS Services

(a) Provisioning of the Twinkle API SaaS Services. Subject to Customer's and its Permitted Users' compliance with the terms and conditions of this Agreement, Twinkle will make the Twinkle API SaaS Services available to Customer on the terms and conditions set out in this Agreement during the Term.

(b) Customer's Permitted User Responsibilities. Customer is responsible for identifying and authenticating all Permitted Users, for ensuring only Permitted Users access and use the Twinkle API SaaS Service, and for Permitted Users' compliance with this Agreement.

(c) Restrictions on Use. Customer will not itself, and will not permit any other Person to, access or use the Services or the Twinkle Products except as expressly permitted by this Agreement and, in the case of Licensed Third-Party Technology, the applicable third party licence agreement. Without limiting the generality of the foregoing, Customer will not and will not permit any other Person, including any Permitted User, to:

• access or use the Services or Twinkle Products, or develop any Customer Application in a manner or for a purpose that: (i) violates the Usage Policy; (ii) infringes, violates or misappropriates any third party's Intellectual Property Rights or rights of publicity, personality or privacy, including by processing any Customer Data that infringes, violates or misappropriates any such rights or for which Customer does not have all necessary consents and licenses; (iii) adversely affects the reputation or goodwill of Twinkle or any of its trademarks, or the relationships between Twinkle and its customers and licensors; or (iv) otherwise violates any applicable law;
• access or use the Services or Twinkle Products, use any Output, or develop a Customer Application: (i) for the purpose of building or training a similar or competitive product or service; (ii) for the purpose of developing an application that replicates the look and feel of the Services or Twinkle Products; (iii) for the purpose of benchmarking or conducting competitive analysis of the Services or Twinkle Products; or (iv) for the use or benefit of any direct competitor to Twinkle as reasonably determined by Twinkle;
• distribute, sub-license, permit access to, or otherwise make the Services, or any part thereof available to any Person except to a Permitted User;
• Modify (without the prior written approval of Twinkle), decompile, reverse engineer, reverse assemble, or disassemble the object code of any Services or the Twinkle Products;
• remove or obscure any proprietary notices or labels on the Services or Twinkle Products; or
• access or use the Services or Twinkle Products from a Restricted Location.
• use the Twinkle API SaaS Services or the Twinkle API for personal, family or household purposes;

(d) Suspension of Access; Scheduled Downtime; Modifications. Twinkle may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement:

• suspend or revoke Customer's access to or use of the Twinkle Products or Services, at any time, for any reason, including: (1) for scheduled maintenance; (2) due to a Force Majeure; (3) if Customer is delinquent in its payment of Fees under Section 9; (4) if Twinkle believes in good faith that Customer or any Permitted User has violated any provision of this Agreement or any other guidelines Twinkle provides to Customer, including the Usage Policy or that are posted on the Website; (5) to address any emergency security concerns; (6) Customer's use of the Twinkle Products or Services contrary to the related Documentation; or (7) if required to do so by a regulatory body or as a result of a change in applicable law; and
• make any Modifications to the Twinkle API SaaS Services.

(e) Subcontracting. Twinkle may engage third parties, including cloud service providers, to provide the Twinkle API SaaS Services.

(f) Professional Services. Twinkle may provide one-time implementation of the Twinkle API SaaS Services including configuration, technical integration, and initial training required to successfully implement the Twinkle API SaaS Services (the "Professional Services") as may be set out in an Order Form.

(g) Version Zero Services. Twinkle may make certain early access products and services (the "Version Zero Services") available to Customer solely to test and/or evaluate certain features and functionality for their internal business purposes. Customer acknowledges and agrees that such Version Zero Services are being made available to Customer through a new experimental environment, which may not have the same security and data protections that are otherwise available through the Twinkle API SaaS Services. Customer agrees that Twinkle, in its sole discretion and for any or no reason, at any time, may Modify the Version Zero Services or terminate Customer's access to the Version Zero Services or any part thereof. Customer agrees that any Modification of Version Zero Services or termination of Customer's access to the Version Zero Services may be without prior notice, and Customer agrees that Twinkle will not be liable to Customer or any third party for such Modification or termination.

BY USING SUCH VERSION ZERO (V.0) SERVICES, CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT INCLUDING THE "INDEMNIFICATION BY TWINKLE" SECTION BELOW, THE VERSION ZERO SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY AND TWINKLE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE VERSION ZERO SERVICES INCLUDING WITH RESPECT TO ANY DATA OR SECURITY BREACHES WITH RESPECT TO SUCH VERSION ZERO SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE TWINKLE'S LIABILITY WITH RESPECT TO THE VERSION ZERO SERVICES SHALL NOT EXCEED $1,000.00.

WITHOUT LIMITING THE FOREGOING, TWINKLE DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT CUSTOMER'S USE OF THE VERSION ZERO SERVICES WILL MEET CUSTOMER'S REQUIREMENTS.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE "LIMITATION OF LIABILITIES" SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO TWINKLE AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER'S USE OF THE VERSION ZERO SERVICES.

3. Ownership; Reservation of Rights

(a) CUSTOMER RETAINS ALL OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS IN AND TO CUSTOMER DATA. CUSTOMER GRANTS TO TWINKLE A NONEXCLUSIVE, WORLDWIDE, ROYALTY-FREE, IRREVOCABLE, SUBLICENSABLE, AND FULLY PAID-UP RIGHT TO ACCESS, COLLECT, USE, PROCESS, STORE, DISCLOSE AND TRANSMIT CUSTOMER DATA TO: (I) PROVIDE THE SERVICES; (II) TO EXERCISE ITS RIGHTS AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING ENSURING CUSTOMER IS COMPLYING WITH THE TERMS OF THIS AGREEMENT AND ANY OTHER RESPONSIBLE USE GUIDELINES TWINKLE PROVIDES TO CUSTOMER INCLUDING THE USAGE POLICY OR THAT TWINKLE POSTS ON THE WEBSITE; AND (III) IMPROVE AND ENHANCE THE SERVICES AND TWINKLE'S OTHER OFFERINGS AND BENCHMARK THE FOREGOING, INCLUDING BY SHARING API DATA WITH THIRD PARTIES WHO MAY USE THE API DATA TO PROVIDE SERVICES TO TWINKLE AND FOR OTHER PURPOSES PERMITTED UNDER THEIR TERMS AND CONDITIONS. THE FOREGOING LICENSE RIGHTS DO NOT GRANT TWINKLE ANY OWNERSHIP IN THE CUSTOMER DATA AND ALL RIGHTS NOT EXPRESSLY GRANTED BY CUSTOMER TO TWINKLE UNDER THIS AGREEMENT ARE RESERVED.

(b) TWINKLE DOES NOT REPRESENT, WARRANT, OR COVENANT THAT TWINKLE HAS REVIEWED ANY THIRD PARTY TERMS AND CONDITIONS AND IS NOT RESPONSIBLE FOR ANY API DATA SHARED WITH THIRD PARTIES. TWINKLE DOES NOT ENDORSE ANY THIRD PARTY SERVICE AND CUSTOMER ACKNOWLEDGES THAT IF CUSTOMER CHOOSES TO SUBMIT ANY API DATA TO THE TWINKLE API SAAS SERVICES, CUSTOMER DOES SO ENTIRELY AT ITS OWN RISK. CUSTOMER FURTHER ACKNOWLEDGES THAT ANY THIRD PARTY TERMS AND CONDITIONS MAY NOT HAVE THE SAME OR SIMILAR COMMITMENTS OR PROTECTIONS AS THOSE CONTAINED IN THIS AGREEMENT AND ANY API DATA SHARED BY TWINKLE WITH THIRD PARTIES WILL BE ACCESSED, USED, AND OTHERWISE HANDLED BY SUCH THIRD PARTIES IN ACCORDANCE WITH THEIR TERMS AND CONDITIONS, WHICH MAY PERMIT SUCH THIRD PARTY TO USE API DATA FOR ITS OWN PURPOSES.

(c) Twinkle or its licensors retain all ownership and intellectual property rights in and to: (i) the Twinkle API SaaS Services; (ii) the Twinkle Platform; (iii) the Twinkle API; and (iv) anything developed or delivered by or on behalf of Twinkle in accordance with the terms of this Agreement; and (v) any Modifications to the foregoing (collectively, the "Twinkle Property"). All rights not expressly granted by Twinkle to Customer under this Agreement are reserved.

(d) To the extent that Customer or any Permitted User submits ideas, suggestions, documents, or proposals regarding the Twinkle API SaaS Services to Twinkle ("Feedback"), Customer acknowledges and agrees that:

• the Feedback does not contain confidential or proprietary information and Twinkle is not under any obligation of confidentiality with respect to the Feedback; and
• Twinkle will be entitled to use, commercialize or disclose (or choose not to use, commercialize or disclose) such Feedback for any purpose, in any way, in any manner and to anyone worldwide without any compensation or reimbursement of any kind to Customer for such use.

4. API and Applications

(a) Use of the Twinkle API and Twinkle API Documentation

• (i) Access the Twinkle API SaaS Services. Customer will access and use the API SaaS Services as directed by Twinkle, which may include access via a URL or require Customer to first sign up to the Twinkle API SaaS Services that include access to the Twinkle API and generate one or more API keys ("Access Credentials"). Customer acknowledges that such Access Credentials are Twinkle's confidential information and will not share such Access Credentials with any third party without Twinkle's prior consent. In addition, Twinkle may revoke Customer's right to access and use the API SaaS Services via such Access Credentials including revoking Customer's API keys, in each case, at any time without Customer's consent.
• (ii) Use of the Twinkle API. Customer may incorporate the Twinkle API into Customer's products and services and otherwise use the Twinkle API in connection with its internal business purposes, provided such incorporation and use is done in accordance and in compliance with this Agreement and the related Documentation.
• (iii) Licence to Twinkle API and related Documentation. Twinkle hereby grants to Customer a revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Twinkle API including related Documentation solely to facilitate Customer's development of applications that interface with the Twinkle API SaaS Services in accordance with this Agreement and any provided Documentation (each such application, a "Customer Application").
• (iv) API Call Limitations. Unless otherwise set out in an Order Form, the number of calls Customer or Customer Application makes to the Twinkle API during any given period may be limited, at Twinkle's sole discretion, based on various factors that include the manner in which Customer Application makes calls to the Twinkle API and the anticipated volume of use associated with Customer Application.
• (v) Changes to the Twinkle API. Twinkle reserves the right to change the Twinkle API and related Documentation at any time and without notice. Customer acknowledges and understands that these changes may require Customer to make changes to Customer Applications at Customer's own cost and expense.

(b) Monitoring Usage of API

• (i) Customer acknowledges and agrees that Twinkle may monitor Customer's use of the Twinkle API and that Customer will not block or otherwise interfere with Twinkle's monitoring.
• (ii) At Twinkle's request, Customer will provide Twinkle access to, and use of, Customer Application, at no cost to Twinkle, for the purpose of monitoring or reviewing Customer Application for compliance with this Agreement.

5. Privacy

(a) Customer understands that BCI of Permitted Users will be treated in accordance with Twinkle's privacy policy located at https://t.tech/privacy (the "Privacy Policy").

(b) Customer shall not include any Prohibited Data in any Customer Data. Without limiting the foregoing, to the extent that Customer requires Twinkle to process or otherwise handle any Prohibited Data, then Customer shall first notify Twinkle of such intent and Twinkle may, in its sole discretion, choose to process such Prohibited Data subject to a separate definitive agreement entered into by the Parties. This Agreement imposes no obligation on, nor does it compel, Twinkle to agree to any such separate definitive agreement for processing of any Prohibited Data.

6. Communications Over the Internet and Public Networks

Given the inherent nature of the internet and public networks, and without limiting the Privacy Policy referenced herein, Twinkle does not, and cannot, guarantee the security of data transmitted or the confidentiality of any communications made by Customer or any Permitted User over the Internet or public networks in connection with your use of the Twinkle API SaaS Services.

7. Customer User Account

Customer will ensure that Permitted Users only use the Twinkle API SaaS Services through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer is responsible for ensuring any login credentials to a Customer User Account ("Customer Credentials") are: (i) kept secure, (ii) only provided to and used by Permitted Users, and (iii) not shared between more than one unique Permitted User. Customer will promptly notify Twinkle of any actual or suspected unauthorized use of the Twinkle API SaaS Services. Twinkle reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose. Customer will ensure that all individual users of the Twinkle API SaaS Services, including Permitted Users, are contractually bound to terms and conditions with customer that are no less restrictive or protective of Twinkle's rights than those set forth in this Agreement. Customer acknowledges and agrees that any use of the Twinkle Products through Customer Credentials will be deemed to be used by Customer, and Customer will be responsible for all such use, including any associated Fees. In no event will Twinkle be responsible or liable for any unauthorized access to or use of the Twinkle Products.

8. Support

Customer will generally have access to Twinkle's technical support services ("Support Services"): (i) via email at orion@t.tech; and (ii) via Twinkle's knowledge base and Documentation available online at https://t.tech/docs. Any additional support related terms and conditions may be set out in an Order Form.

9. Fees and Payment

(a) Fees. Unless otherwise set out in an Order Form, Customer will pay to Twinkle the fees described in Twinkle's then-current price list as may be amended from time to time in Twinkle's discretion (the "Fees"). If Customer's use of the Twinkle API SaaS Services exceeds the service capacity set forth on an Order Form or otherwise requires the payment of additional fees (pursuant to the terms of this Agreement), Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement.

(b) Changes to the Fees. Twinkle will provide Customer with no less than seven days notice of any changes to the Fees.

(c) Payment. Customer will pay for the Fees via credit card or another manner then available on the Website in accordance with the timing and frequency set out on Twinkle's then-current price list. Customer must provide current, complete and accurate information for Customer's billing account. Customer must promptly update all information to keep Customer's billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and Customer must promptly notify Twinkle if Customer's payment method is cancelled (e.g., for loss or theft) or if Customer becomes aware of a potential breach of security, such as the unauthorized disclosure or use of its Customer User Account. Changes to such information can be made in the Customer User Account settings. If Customer fails to provide any of the foregoing information, Customer agrees that Twinkle may continue charging Customer for any use of paid services under Customer's billing account.

(d) Disputed Charges. If Customer believes Twinkle has charged Customer incorrectly, Customer must contact Twinkle no later than 45 days after having been charged by Twinkle in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.

(e) Late Payment. Customer may not withhold or setoff any amounts due under this Agreement. Twinkle reserves the right to suspend Customer's access to the Twinkle API SaaS Services or terminate the Agreement, in Twinkle's sole discretion, if Customer's credit card or other payment method (as applicable) is declined after two or more attempts by Twinkle to charge Customer's credit card or other payment method (as applicable). Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid.

(f) Taxes. The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than taxes based on the net income or profits of Twinkle.

(g) Suspension. Any suspension of the Twinkle API SaaS Services by Twinkle pursuant to the terms of this Agreement, including suspension of the access to or use of Twinkle Products or Services pursuant to Section 2(e) or 9(e), will not excuse Customer from its obligation to make payments under this Agreement.

10. Confidential Information

(a) Definitions. For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the "Recipient", the Party disclosing such information will be the "Discloser" and "Confidential Information" of Discloser means any and all information of Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into this Agreement. Where Discloser is Twinkle, Confidential Information includes any information concerning the business, affairs, operations, properties, assets (including, without limitation, technology and intellectual property), employees, customers, suppliers contracts, prospects, liabilities, research, processes or methods of operation proposed by Twinkle, its affiliates, and the investment that is made available to Customer, as well as any reproductions, summaries, analyses or extracts of such information. Where Discloser is Customer, Confidential Information includes Customer Data. Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does not include: (i) information already known to Recipient prior to the Effective Date or that subsequently becomes known to Recipient from a third party that has no obligation to the Discloser to keep such information confidential; (ii) information that is publicly available prior to the Effective Date, or that subsequently becomes publicly available through no breach of this Agreement or wrongful act of Recipient; (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations; or (iv) information that Recipient can demonstrate (through written records) was independently developed by it by individuals employed or engaged by Recipient who did not participate in any meetings with the Discloser and who developed such without having had any access to, or the benefit of, Discloser's Confidential Information.

(b) Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its rights or perform its obligations under this Agreement: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel, subcontractors or affiliates that have a "need to know" and that have entered into written agreements no less protective of such Confidential Information than this Agreement, who are directed to hold the Confidential Information in the strictest confidence, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will take all necessary precautions and measures to safeguard the other Party's Confidential Information as may be reasonable in the circumstances to prevent improper use or disclosure of the Discloser's Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type. Recipient shall be responsible for any breach of this Section 10 by any of its personnel, subcontractors or affiliates.

(c) Exceptions to Confidentiality. Notwithstanding Section 10(b), Recipient may disclose Discloser's Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party's business; or (iii) in the case of Twinkle, to potential assignees, acquirers or successors of Twinkle if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Twinkle.

(d) Return or Destruction. Upon Twinkle's request, Customer shall return or dispose of any tangible records of Twinkle's Confidential Information as directed by Twinkle promptly and Customer shall certify that it has returned or disposed of, as the case may be, all such Confidential Information.

11. Warranty; Disclaimer; Indemnity

(a) Customer Warranty. Customer represents and warrants to, and covenants with Twinkle that, subject to Section 5(b): (i) Customer Data will not contain any Prohibited Data; and (ii) without limiting Section 11(a)(i), to the extent Customer Data contains any Personal Information, Customer has, in respect of any such Personal Information, provided all notices and disclosures (including to each Permitted User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, including applicable Privacy Laws, to enable Twinkle to: (A) provide the Twinkle API SaaS Services, including with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, which may include transmissions by or to Twinkle and to or from all applicable third parties; and (B) otherwise exercise its rights under this Agreement, including with respect to the disclosure of Personal Information to third parties as described in Section 3.

(b) GENERAL DISCLAIMER. TWINKLE DOES NOT WARRANT THAT THE SERVICES OR THE TWINKLE PRODUCTS WILL BE UNINTERRUPTED OR THAT THE SERVICES OR THE TWINKLE PRODUCTS WILL BE ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THE TWINKLE PRODUCTS. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND THE TWINKLE PRODUCTS (OR ANY PART THEREOF) AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY TWINKLE TO CUSTOMER ARE PROVIDED "AS IS" AND "AS AVAILABLE". ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY PRODUCTS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, TWINKLE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, TWINKLE EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA, OUTPUT, OR OTHER CONTENT PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER'S USE OF THE SERVICES OR THE TWINKLE PRODUCTS (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

(c) Customer Indemnity. Customer will defend, indemnify and hold harmless Twinkle, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all Losses directly or indirectly arising from or in connection with: (i) Customer Data; (ii) Customer's breach of any of Customer's obligations, representations, warranties or covenants under this Agreement; (ii) Customer's breach of Sections 2(d) or 5(b); or (iv) use of the Twinkle API SaaS Services (or any part thereof) by Customer or any Permitted User in combination with any third party software, application or service. Customer will fully cooperate with Twinkle in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Twinkle.

(d) Twinkle Indemnity. Twinkle will defend, indemnify and hold harmless the Customer, its employees, officers, directors, affiliates, agents, contractors, successors and assigns against any and all Losses arising from a Claim by a third party alleging that: (i) the Twinkle API SaaS Services; or (ii) the access to or use by the Customer or any Permitted User of the Twinkle API SaaS Services as permitted pursuant to this Agreement, infringes, violates or misappropriates any intellectual property right of such third party. The obligations of Twinkle in this subsection (d) will not apply to the extent that a Claim by a third party is: (i) based on the unauthorized use by the Customer (or any Permitted User) of the Twinkle API SaaS Services in a manner not permitted by this Agreement, if such Claim would not have arisen but for such unauthorized use by the Customer (or its Permitted Users); (ii) based on the Modification of any deliverables by or on behalf of the Customer in a manner not permitted by this Agreement, if such claim would not have arisen but for such Modification.

12. Limitation of Liabilities

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

(a) EXCEPT FOR THE COPYRIGHT ASSURANCE, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

(b) EXCEPT FOR THE COPYRIGHT ASSURANCE, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY (AND IN THE CASE OF CUSTOMER, INCLUDING ANY PERMITTED USER) FOR: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) INACCURATE INFORMATION, LOST PROGRAMS OR DATA (INCLUDING ANY CUSTOMER DATA) OR ANY OTHER LOSS INCURRED IN CONNECTION WITH THE USE, INABILITY TO USE, OR MISUSE OF THE SERVICES BY CUSTOMER (V) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (VI) PERSONAL INJURY OR DEATH; (VII) LOSSES RESULTING FROM THE ACCESS, COLLECTION, USE, PROCESSING, STORING, DISCLOSING, OR TRANSMITTING OF API DATA OR FINETUNING DATA BY THIRD PARTIES; OR (VIII) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES. THE FOREGOING LIMITATION WILL APPLY EVEN IF THE LIABLE PARTY KNEW OF OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

13. Term and Termination

(a) Term. This Agreement will commence on the Effective Date and continue to be in effect for a period of six months or such other period of time set out in the applicable Order Form, unless terminated earlier pursuant to this Agreement (the "Initial Term"). The Initial Term will automatically renew for successive one-month periods (each, a "Renewal Term", and together with the Initial Term, the "Term") unless either Party provides the other Party with written notice of its intention not to renew not less than 15 days prior to the end of the Initial Term or then-current Renewal Term.

(b) Termination for Convenience. Either Party may terminate this Agreement at any time via the Website.

(c) Termination for Cause. Either Party may, in addition to other relief, terminate this Agreement if the other Party commits a material breach of this Agreement and fails within 15 calendar days after receipt of notice of such breach to correct such material breach.

(d) Effect of Termination. Upon expiration or earlier termination of this Agreement, Customer will immediately cease accessing or using the Twinkle API SaaS Services. Twinkle will have no obligation to delete or otherwise render inaccessible any API Data or Finetuning Data submitted by Customer to Twinkle in accordance with Section 3(a)(iii).

(e) Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership; Reservation of Rights), Section 5 (Privacy), Section 9 (Fees and Payment), Section 10 (Confidential Information), Section 11 (Warranty; Disclaimer; Indemnity), Section 12 (Limitation of Liabilities), Section 13(e) (Survival), and Section 14 (General Provisions).

14. General Provisions

(a) Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to Twinkle, to the following address:

and (ii) if to Customer, to the current postal or email address that Twinkle has on file with respect to Customer. Twinkle may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Twinkle current at all times during the Term.

(b) Arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by in accordance with its Commercial [or other] Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

(c) Publicity. Notwithstanding any other term of this Agreement, Twinkle may refer to Customer as a customer of Twinkle in announcements, press or marketing releases, publications, presentations, case studies and other public statements and on Twinkle's Website and other online channels (collectively, "Publicity"), without notice to or prior written consent of Customer. Twinkle may use Customer's name, logo and trademark in conjunction with any Publicity and disclose the existence of this Agreement, the Twinkle API SaaS Services provided to Customer and any testimonials received from Customer in any such Publicity. Customer grants Twinkle a limited, perpetual, fully paid-up, irrevocable, non-exclusive, non-transferable, and non-sublicensable license to use its logo and trademarks in connection with any Publicity.

(d) Assignment. Customer will not assign this Agreement to any third party without Twinkle's prior written consent. Twinkle may assign this Agreement or any rights under this Agreement to any third party without Customer's consent. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.

(e) Governing Law and Attornment. This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the State of Washington and the federal laws of the United States of America applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Seattle, Washington, USA, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent Twinkle from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

(f) Export Restrictions. Customer will comply with all export laws and regulations that may apply to its access to or use of the Twinkle API SaaS Services.

(g) Construction. Except as otherwise provided in this Agreement, the Parties' rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms "include" and "including" mean, respectively, "include without limitation" and "including without limitation." The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms "consent" or "discretion", means the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.

(h) Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond that Party's s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that Party's employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites ("Force Majeure").

(i) Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.

(j) Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(k) Independent Contractors. Twinkle's relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.

(l) Entire Agreement. This Agreement, along with any confidential disclosure agreement entered into by the Parties that references this Agreement, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral.

(m) Amendments. NO AMENDMENT, SUPPLEMENT, MODIFICATION, WAIVER, OR TERMINATION OF THIS AGREEMENT AND, UNLESS OTHERWISE EXPRESSLY SPECIFIED IN THIS AGREEMENT, NO CONSENT OR APPROVAL BY CUSTOMER WILL BE BINDING UNLESS EXECUTED IN WRITING BY TWINKLE. TWINKLE MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN "AMENDMENT"), BY GIVING CUSTOMER PRIOR NOTICE OF SUCH AMENDMENT OR POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY TWINKLE, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER).

(n) English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.