Terms of services

SOFTWARE TERMS OF USE

( the contract ” )

This Contract is binding between TECHNOLOGIE BIOEUREKA INC. (the “ Company ) and YOU (the “ Customer ”).

ARTICLE 1. GENERAL CONDITIONS

BY REGISTERING AN ACCOUNT WITH US OR BY USING ANY OF THE COMPANY SERVICES OR WEBSITE, YOU ACCEPT THESE TERMS AND AGREE TO BE BOUND AND TO BECOME A PARTY TO THIS BINDING AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS OR YOU DO NOT HAVE THE AUTHORITY TO ACCEPT THEM ON BEHALF OF YOUR ORGANIZATION, YOU ARE PROHIBITED FROM USING OR ACCESSING THE COMPANY SERVICES.

1. Customer Contact Information. The Customer’s contact details are those entered in the form and which appear in the confirmation email of the order they have placed (the “Order Summary”).

1. Company contact details. The Company’s contact details are as follows:

Name: Bioeureka Technology inc.

Address: 400, rue Montfort, Montreal, province of Quebec, H3C 4J9

Telephone number: [ phone ]

Email: info@bioeureka.com

1. Object. This Agreement grants the Customer a license (the “ License ”) which includes the limited, revocable and non-exclusive right to access and use an IT solution for the detection of pathogens, consisting in images recognition powered by artificial intelligence developed by the Company, this solution being named “Bioeureka” herein, and the website of this Software (“bioeureka.ca”) (herein altogether the “Software”). For matter of clarity, “use” of the Software means the use of its functionalities aimed at identifying, according to a level of probability, pathogens, in particular bacteria, fungi and microorganisms.

The Software is provided AS IS and AS AVAILABLE, and all warranties, promises, representations and warranties, express or implied, are disclaimed (including, without limitation, the exclusion of any warranty of merchantability, title, non-infringement and fitness for a particular use, specific result or any purpose). All such warranties, promises, representations and guarantees are excluded to the fullest extent permitted by law. Customer acquires a License to the Software subject to this Agreement, which supersedes all other terms and excludes all terms which Customer purports to apply or which are implied by trade, custom or course of dealing. Any modification of this Agreement will be of no effect unless agreed to in writing and signed by an authorized representative of the Company.

This License is granted by the Company to the Customer for the price stipulated in the Order Summary, from a web service hosted by the Company.

Services relating to the License include technical support from 8 a.m. to 5 p.m., Monday to Friday, and include problem analysis and programming and installation of required patches. Any request for services must be submitted to the following person, designated as a resource person:

Name: Bioeureka Service

Telephone: [ telephone ]

Email: support@bioeureka.com

1. Date. The Contract is concluded on the date of transmission of the Order Summary (the “Date”) and at the Customer’s address indicated therein.

1. Consideration and payment. The price of the License is that displayed in the Order Summary and payable upon conclusion of this Contract. For the purposes of this payment, the Customer accepts, as applicable:

1. To provide payment information that will be sent to the Apple Pay or Google Pay transactional interface . The Customer will be subject to the terms and conditions of the external transactional interface in question; and or

1. To provide certain information, in particular the information relating to their credit card, for the payment of the order and the invoicing relating thereto.

1. Taxes. Unless otherwise stated in the Order Summary, prices do not include any domestic or foreign taxes, duties, levies, tariffs, duties or other charges imposed by any federal, state or local taxing authority, including, but not limited to, import and export duties, customs fees, sales taxes and value added taxes, and such taxes, if any, will be paid by Customer (except for taxes imposed on the net income of the Company). These taxes, if paid by the Company where applicable, will be fully reimbursed by the Customer.

1. Late payment. The Customer agrees to pay the Company annual interest at the rate of 18%, calculated monthly, or, if lower, the maximum rate permitted by law for any delay exceeding 30 days, without prejudice to any other rights or remedies, including any damages that the Company may be entitled to claim. If Company must take legal action to collect overdue accounts, Customer agrees to pay Company’s reasonable attorney’s fees and costs of prosecution and collection. Deposits are not refundable.

1. Cancellation terms. Cancellation terms vary depending on the package chosen and will appear in the Order Summary, subject to what is prescribed by law, and as detailed hereunder.

ARTICLE 2. COVENANTS AND RESTRICTIONS

1. Restrictions and obligations of the Customer. The purchase of the License is subject to the following restrictions and covenants:

The customer undertakes :

1. not to use the name of the Company for advertising or marketing purposes with respect to the Software or other products of the Company, unless such activities are approved in advance and in writing by the Company, at its sole discretion. The Company has the right to carry out campaigns in all or part of the territory to promote its brand, its brands and its Products.

1. not to make statements that are likely: (A) to harm the name, the Software, the good faith or the reputation of the Company; or (B) mislead or deceive any third party with respect to Company’s name, Software, good faith or reputation;

• to comply with all applicable laws and regulations with respect to the Software, including, without limitation, health and safety laws and regulations;

1. to make individual use of the password assigned to him for the use of the Software and to safeguard his confidentiality, as well as not to share, directly or indirectly, this password;

1. not to allow any person, other than the authorized person, or any entity, to use the Software;

1. not to use the Software other than for the purposes for which it is designed or intended;

• not to use the Software contrary to the law;

• not to tamper with or attempt to modify one or more of the components of the Software;

1. not to resell the Software or commercialize the results obtained from the Software, except as expressly permitted by the Company;

1. not to interfere, directly or indirectly, in the operation of the Software, whether to modify, extract or carry out a functional analysis (reverse engineering) of the computer code or algorithm, constitute derivative works, by any means whatsoever it would be;

1. not to access and/or use (or allow access and/or use of) the Software in an abusive manner or in contravention of any obligation and/or provision of this Agreement;

• not to transmit personal information, meaning any information concerning a natural person allowing, directly or indirectly, to identify him or her within the meaning of applicable laws, but to transmit only the following information required by the Software:
• The image itself;
• The sample number;
• The request attached to the test;
• The sample transport option chosen
• Any other permitted and useful information in the “comments” section provided for this purpose; and

• do not hinder updates.

The Customer understands and acknowledges that:

• the Software is in the research and development phase and you agree to use it in its current state, even if it is not a final product. Also, the Customer agrees to provide feedback on the pathogens detected, in order to enable the development of the Software, as well as promptly reporting any problems to the Company, in writing and without prejudice to the Company, always for the purposes of research and development in which it agrees to participate.

1. the Software may include technical devices which make it possible to detect and prevent possible illicit or non-compliant use of the Software;

• access to and use of the Software does not transfer any ownership rights in the Software or any permanent rights in the Software. Voluntary suggestions for improvement and feedback regarding the Software by the Customer will also become the property of Technologie Bioeureka inc. without any compensation ; and

Bioeureka Technology inc. reserves the right to suspend access to the Software, without notice and without delay, if it considers this necessary:

• in the event of breach of one or more provisions of this Agreement, such as in the event of non-payment of the price in the Order Summary;

• in order to prevent any unauthorized access (or attempted access) or to counter a threat to the security and integrity of the Software for as long as necessary;

• due to a law, regulation or order of a competent authority;

1. due to the end of a proportion, or a trial phase (alpha, beta, etc.); or

• Bioeureka Technology inc. reserves the right to terminate at any time, without notice, any free or temporary access, or offered to partners to test the application in development.

1. Obligation of the Company. The Company undertakes to:

1. use the information exchanged only for the purposes for which it was initially transmitted by the Customer, namely for the operation of the Software under the Contract;

1. only use the depersonalized information relating to any analysis submitted, indefinitely, or the image to be analyzed (as well as the associated metadata) and the pathogen detection diagnostics carried out through the Software, it being understood that it may use this depersonalized information to improve its artificial intelligence algorithms and for statistical, research and development purposes; and

• to make all commercially reasonable efforts to maintain a response time for requests in the Software below 90 days and a monthly availability rate of 90%.

1. Obligations regarding intellectual property:

1. “Intellectual Property” or “IP” means all intellectual and industrial property rights throughout the world, whether existing or hereafter created, including rights of any kind in: (a) all inventions, all patents, all patent applications and all reissues, continuations, partial continuations, divisions, revisions, extensions and re-examinations of any of the above, (b) all works capable of being protected by copyright law, whether registered or not, (c) all trade secrets, know-how, (d) all trademarks, service marks, logos, trade names, domain names consisting of any any of the above or incorporating it, whether registered or unregistered, together with all trade names and applications thereof, and (e) all other proprietary rights relating to the foregoing;

1. The Company owns and will retain all Intellectual Property rights in the Software, including any new products, applications or functionality derived from the Software, as well as any modifications, improvements or derivative works made available to the Customer. The Customer must in no case contest the validity or title of any of the Intellectual Property rights held by the Company or infringe upon it. Customer shall not and shall not permit others to copy, modify, alter, reverse engineer and/or create derivative works of the Company Software, which is expressly and strictly prohibited.

• Trademarks. Unless otherwise agreed in writing, the Software is made available to the Customer and marketed under the name and trademarks of the Company and will be used only in accordance with the Company’s instructions, and only to the extent reasonably necessary for the use of the Software.

1. Termination of use. If the Company determines, at its sole discretion, that it is desirable to modify or discontinue the use of the Software, or any product or trademarks and/or derivative marks, and/or the use of one or more additional or substitute trademarks or service marks, Customer shall comply with Company’s instructions to modify or discontinue use of such trademarks and/or derivative marks within a reasonable time and in accordance with the instructions that the Company specifies to the Customer.

1. All images, in any format, video, information, pathogen testing, statements, comments or other information uploaded, posted, sent or otherwise made available or communicated by the Customer to the Company via the Software or the Website and/ or services (collectively, “Submitted Content”) become the property of the Company upon receipt. The Customer agrees that the Company is free to use, compile, subtract to, adapt, disclose, reproduce, license, distribute and/or otherwise exploit the submitted content as the Company sees fit at its sole discretion, entirely without obligation or restriction of any kind by reason of intellectual property rights or otherwise. Submitted Content, even if designated as confidential by Customer, will not, absent a separate written agreement between Company and Customer, create any obligation of confidentiality for Company, for the operation of the Software under the Contract.

ARTICLE 3. WARRANTY AND LIMITATION OF LIABILITY

1. LIMITATION OF WARRANTY. Within the limits provided by law, the Company only guarantees that the Software has the functionalities which are expressly described in the Contract on the Date. This is the only guarantee provided in connection with the subject matter of the Contract and it constitutes a limiting guarantee.

1. WARRANTY EXCLUSIONS. The Company gives no warranty, express or implied, to the Customer, nor accepts any liability towards the Customer in respect of:

1. uninterrupted or error-free operation of the application;

• the adequacy of the functionalities and capabilities of the Software with the expectations and needs of the Customer; and

• repercussions, financial or not, real or anticipated, resulting or likely to result from the use of the Software.

1. LIMITATIONS OF LIABILITY. Within the limits provided by law, the Company, as well as its affiliated companies, directors, employees, professional advisors and agents (its “Representatives”), cannot be held liable to the Customer for any fault or direct or indirect damages, and the Customer undertakes to hold the Company, its shareholders and Representatives harmless from any claim from a third party which may result from access and/or use of the Software by the Customer in either of the following cases:

1. modifications made to the Software by a third party;

1. modifications, additions, optical or electronic material, computer equipment, or others, having an effect on the proper functioning of the Software;

• introduction of a computer virus into any of the Customer’s computer equipment, having an effect on the proper functioning of the Use of the Software;

1. loss of business opportunities or revenue in connection with the operation or lack of operation, or Use or lack of Use, of the Software; and

1. the consequences of an image to be analyzed of poor quality, that is to say which does not reasonably allow a Test to be carried out via normal Use of the Software;

Also, the Customer understands and acknowledges that:

1. the Company does not practice medicine or offer any medical services of any kind, directly or indirectly;

• the Company is not responsible for the information and data consulted through the use of the Software, or in connection with the diagnoses established or the actions taken on the basis of the information and data thus consulted by means of use of the Software;

• External references included in the contents of the Software (whether directions, hyperlinked quotes, etc.) are provided for convenience only. Bioeureka Technology inc. does not endorse, either expressly or implicitly, these external references and their contents. Furthermore, the Company assumes no responsibility relating to external references, their accessibility, their security, the information or elements presented there nor the products or services offered there;

1. the Software should not be considered a substitute for standard practices, or the judgment, skills and expertise of a competent professional;

1. the Software is not intended for use as a medical device;

1. the absence of alert or detection regarding a particular situation (or a combination of particular situations) should not be considered as a guarantee that this situation (or this combination of situations) does not involve any risk; and

• the Company has no control over the stability and speed of the Internet, or over the availability and constant and uninterrupted use of the Software. It is the Customer’s responsibility to ensure and maintain compatibility with the Software, and in particular to maintain the connections that allow access to the Internet, to ensure that network connections and telecommunications circuits connecting its systems are obtained and maintained to the Software. Furthermore, Customer is entirely responsible for any problems, conditions, delays, transmission failures and other loss or damage associated with its network connections or telecommunications circuits or caused by the Internet. The Company is not responsible for any corruption, loss, damage or erroneous transmission of Information, nor for the security of such Information during transmission over any telecommunications facility.

ARTICLE 4. TECHNICAL TERMS OF ACCESS TO THE APPLICATION

1. When available through a web browser, the digital content of the Software is accessible using up-to-date versions of the Chrome, Microsoft Edge and Safari web browsers. These being subject to various technological developments, the Company cannot guarantee that these browsers will be compatible at all times with the Software. In the event of any incompatibility, Company will not be responsible for any interruptions in use under the License arising from such technological changes.

The Company may decide to make the Software available in the form of a downloadable application on tablets or smartphones operating on iOS or Android operating systems. In such a case, the Company has no obligation to continue to maintain the availability of the Software on all these platforms or on deprecated versions of these platforms.

In the event of technical difficulty in this regard, the Customer may contact the Company at the email address: support@bioeureka.com. However, the Company does not offer any guarantee or undertake any obligation to resolve the Customer’s computer equipment problems.

1. A “cookie” is a small text file consisting of alphanumeric identifiers that is placed on your hard drive by a web page server. The identifier is then sent back to the web page server each time the browser requests a page from the web page server. Cookies contain information that can then be read by a web server on the domain that issued the cookie to you. We may use cookies on a website to recognize a computer when a user visits the website, improve the usability of the Software website, connect to the website and/or services, analyze site usage Web, administer the Website and personalize the Website for your use. We may also use cookies through a website for traffic analysis, advertising and anonymous demographic profiling. By using and browsing the website, the Customer consents to the use of cookies in accordance with these conditions. If the Customer does not consent, he must deactivate cookies or refrain from using the Software website and services.

ARTICLE 5. CONFIDENTIALITY

1. Confidential information. The Customer acknowledges that in the context of using the Software, he will acquire and use Confidential Information from the Company. This Confidential Information remains the exclusive property of the Company. Confidential Information covers all communications or information regarding the Company, its prices and its operation. Customer will not disclose, distribute, copy, match or reverse engineer Confidential Information without Company’s prior written consent. Any Confidential Information disclosed by the Company will only be used by the Customer exclusively for the purposes of using the Software and for no other purpose.

The definition of “Confidential Information” includes any information relating to prices, details of agreements, conventions, commitments, offers, options, draft contracts and contracts, research, products and services or marketing operations and methods, as well as any information, documents or materials held, owned, designed, produced, received or used by the Company or relating to its affairs.

1. Electronic messages. As part of registering an account for use of the Software or otherwise in connection with your use of the Website and/or Services, the Customer may be asked if they consent to receive messages commercial electronic communications from the Company, including, without limitation, emails, push messages or SMS messages. Such consent is not required for use of the Website, Services and/or Products. If the Customer does not consent to receive electronic messages from the Company, this consent will be governed by the conditions accepted during account activation, or as modified from time to time in the options. Additionally, if Customer consents to receiving such electronic messages, such electronic messages may be subject to SMS and data rates from your telecommunications provider. If Customer no longer wishes to receive such electronic messages, Customer may click “unsubscribe” on any such electronic message at any time.

ARTICLE 6. SECURE INFORMATION

1. The exchange of information or data with the Software, through the Customer’s web browser, is protected by data encryption technology (TLS 1.2 or equivalent). The Company will make every effort to ensure that this data is neither intercepted nor altered in a fraudulent manner.

ARTICLE 7. BREACH

1. In the event of a breach by the Company of one or more of its obligations contained in the Contract, the Customer’s only recourse will be an appeal for damages, for an amount not exceeding the greater of: (i ) the total price paid by the Customer to the Company for the License over the last twelve (12) months ; or (ii) six thousand dollars ($6,000) . However, this limit of liability will not apply in the event of gross negligence.

ARTICLE 8. COMPENSATION

1. The Customer undertakes to indemnify and defend the Company, as well as its Representatives and shareholders, formal notice for losses, costs, damages (including punitive damages), actions, procedures, proceedings or other proceedings presented, invoked or brought by anyone relating to material, moral, bodily harm, damage to reputation, other losses or death, linked or attributable, in any way whatsoever, to the failure by the Customer to respect the one or other of the obligations contained in the Contract.

ARTICLE 9. MISCELLANEOUS

1. Interpretation. To the extent that understanding the text of the Contract requires it, a word expressed with the masculine gender includes the feminine gender and vice versa. The same goes for a word expressing a number in that the singular includes the plural and vice versa.

1. Entire Contract. This Contract constitutes the complete agreement between the Company and the Customer as to its subject matter, the Order Summary being an integral part thereof. It replaces all previous discussions and agreements, written or oral, relating to this subject.

1. Force majeure. The Company shall not be liable for any failure or delay in the performance of its obligations hereunder resulting from any cause beyond its reasonable control, including, but not limited to, force majeure. , acts of civil or military authorities, fires, strikes, counter-strikes or industrial disputes, epidemics, government restrictions, war, riots or other civil unrest, earthquakes, storms, typhoons and floods, in the event of such failure or delay.

1. Non-exclusivity . The Contract is in no way intended to restrict the Company in its ability to offer access and use of the Software and to market its services to any clientele, directly or indirectly, including through third party companies.

1. Assignment and transfer. The Customer is not authorized to assign or transfer all or any part of its rights, benefits and obligations under this Agreement without the prior written consent of the Company. Company may assign this Agreement and its respective rights and obligations hereunder to any affiliate or business associate in its sole discretion.

1. Currency. All amounts indicated in the Contract are in Canadian currency.

1. Divisibility. In the event that any provision of the Contract is found to be invalid, illegal or unenforceable for any reason by a court of competent jurisdiction, such provision will be presumed to be of limited application to the extent required for the purposes of making it valid and the other provisions of the Agreement will not be affected in any way and will remain valid and enforceable for all purposes.

1. Waivers. The waiver of any breach hereof or of any term of this Agreement shall not be deemed a continuing waiver or waiver of any other breach or any other term, but shall apply only to the extent to which such waiver arises. The exercise of any right or remedy provided to the Company in these Terms shall not prejudice the right of the Company to exercise any other right or remedy provided by law or equity, unless expressly limited by this Agreement.

1. Applicable law and remedies . The Contract is governed and interpreted in accordance with the laws of the province of Quebec and the laws of Canada applicable there. The Company and the Customer expressly agree that any legal proceedings that may be instituted by one of them in relation to the Contract must be before the body having jurisdiction in the judicial district of Quebec, province of Quebec.

BEFORE CONCLUSION OF THE CONTRACT, THE CUSTOMER ACKNOWLEDGES HAVING EXAMINED IT AND HAVING NOT DETECTED ANY ERRORS WHICH WOULD LEAD TO CORRECTION IN ADDITION TO ACKNOWLEDGING HAVING BEEN EXPRESSLY GIVEN THE OPPORTUNITY TO ACCEPT OR REFUSE THE PROPOSAL. BY PROCEEDING WITH THE PURCHASE, THE CUSTOMER DECLARE HAVING ACCEPTANCE OF THE CONTRACT.

WHEN THE CUSTOMER ORDERS NEW SERVICES FROM THE COMPANY, THEY MUST READ THE TERMS AND CONDITIONS THEN OFFERED, AS THESE TERMS AND CONDITIONS MAY CHANGE WITHOUT NOTICE.