Newsfile Terms and Conditions of Service

1. DEFINITIONS
   1. "Aggregated Data" has the meaning set forth in Section 11.4 of these Terms of Service.
   2. "Agreement" means these Newsfile Terms of Service and a Service Request.
   3. "Analytics" has the meaning set forth in Section 2.1(b) of these Terms of Service.
   4. "Applicable Law" means any law, rule, statute, regulation, order, judgment, decree, treaty, directive or other requirement in force which applies to or is otherwise intended to govern or regulate any Person (including the parties), property, transaction, activity, event or other matter.
   5. "Authorized Approver" means the individual(s) that the Customer authorizes and appoints to:
      1. approve the Content of Customer’s press releases and regulatory filings;
      2. instruct Newsfile to distribute a press release and complete a regulatory filing on Customer’s behalf; and
      3. approve any Content and instruct Newsfile to complete any other Service mutually agreed to in writing by the Customer and Newsfile as more particularly described in a Service Request.
   6. "Claim" has the meaning set forth in Section 8.1 of these Terms of Service.
   7. "Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or proprietary, or that reasonably should be understood to be confidential or proprietary given the nature of the information and the circumstances of disclosures, including, any material relating to a party, its affiliates or their respective past, present or future customers, suppliers, business or operations, technology and technical information, product plans and designs. Confidential Information does not include any information that:
      1. is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;
      2. the Receiving Party knew prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;
      3. is made available to the Receiving Party by a third party without breach of any obligation owed to the Disclosing Party; or
      4. the Receiving Party independently developed.
   8. "Content" means data, materials and information in any format, including, without limitation, text, files, images, video, audio files, or other form, and regardless of the format, includes all logos, proprietary marks, Mailing Lists, links, and URLs that are submitted by the Customer to the Newsfile Portal, or provided to Newsfile by the Customer by any other means in connection with a Service Request.
   9. "Customer" means the Person identified as the Customer on a Customer Service Request Agreement or in the Newsfile Portal.
   10. "Editorial Guidelines" means the Newsfile editorial guidelines located at https://www.newsfilecorp.com/newswire/newswire-guidelines.php.
   11. "Effective Date" means the date upon which Newsfile accepts a Service Request.
   12. "Force Majeure" has the meaning set out in Section 13.1 of these Terms of Service.
   13. "Indemnitees" means Newsfile, its affiliates, and its own and its affiliates’ own directors, officers, employees, agents, and other representatives.
   14. "Intellectual Property Rights" means:
       1. any and all proprietary rights anywhere in the world provided under:
          1. patent law;
          2. copyright law (including moral rights);
          3. trademark law;
          4. design patent or industrial design law;
          5. semiconductor chip or mask work or integrated circuit topography law; or
          6. any other statutory provision or common law principle applicable to this Agreement, including trade secret law;
       2. any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing;
       3. any and all licenses and waivers and benefits of waivers of the intellectual property rights set out in clauses (i) and (ii) above, all future income and proceeds from the intellectual property rights set out in clauses (i) and (ii) above and all rights to damages and profits by reason of the infringement or violation of any of the intellectual property rights set out in clauses (i) and (ii) above.
   15. "Mailing List" is a list of email addresses that a Customer may upload and manage on the Newsfile Portal.
   16. "Newsfile" means Newsfile Corp.
   17. "Newsfile IP" means Newsfile’s Intellectual Property Rights in any data, information, material, and design in the Newsfile Portal or used by Newsfile in providing the Services, excluding the Content.
   18. "Newsfile Portal" means Newsfile’s compliance management portal, located at https://www.newsfilecorp.com/.
   19. "Person" means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted.
   20. "Personal Information" means any information that relates to an identified or identifiable individual, including as the same may be defined in applicable privacy law.
   21. "Privacy Policy" means the Newsfile privacy policy located at https://www.newsfilecorp.com/PrivacyPolicy.php.
   22. "Public Company" means an entity that is listed on an exchange or traded on OTC Markets (or similar trading venues).
   23. "Reports" has the meaning set forth in Section 2.1(b) of these Terms of Service.
   24. "Services" means one or more of the following:
       1. distribution of press releases by Newsfile and its Third Party Redistributors (including via posting to Newsfile’s website and Third Party websites, social media, video press release boosts, and email to a Mailing List);
       2. analytics and monitoring of the distribution of press releases;
       3. webcasting and conference calling;
       4. investor relations website hosting;
       5. regulatory filings (including EDGAR, SEDAR+, SEDI, Blue Sky and XBRL); and
       6. any other service mutually agreed to in writing by and between Newsfile and a Customer as more particularly described in a Service Request.
   25. "Service Request" means a request from a Customer for Newsfile to provide Services, including requests submitted using the Newsfile Portal or as mutually agreed to in writing by and between Newsfile and a Customer.
   26. "Term" shall mean the duration of an agreement for the provision of Services as set forth in a Service Request.
   27. "Terms of Service" means these Terms and Conditions of Service, as amended from time to time by Newsfile.
   28. "Third Party(ies)" means a Person(s) who is not a party to the Agreement.
   29. "Third Party IP" means a Third Party’s Intellectual Property Rights in any data, information, material, and design in the Reports or used by Newsfile in providing the Services, excluding the Content.
   30. "Third Party Redistributors" means Third Parties that receive press releases from Newsfile to post on websites and redistribute in various jurisdictions.
   31. "Third Party Services" has the meaning set forth in Section 2.1(c) of these Terms of Service.
   32. "Usage Data" has the meaning set out in Section 11.4 of these Terms of Service.
2. SERVICES
   1. Newsfile shall provide the Services to the Customer in accordance with the Agreement subject to the following, as applicable:
      1. Press Release Distribution. The Customer must provide Newsfile with a current, accurate list of the names of its Authorized Approvers and all related contact information, at all times. The Customer acknowledges and agrees that Customer’s failure to update the names on its list of Authorized Approvers could result in delays in the distribution of press releases or non-distribution of press releases. The Customer shall ensure that only an Authorized Approver may submit Content to Newsfile on behalf of Customer. For each press release, the Customer shall provide to Newsfile, in writing, the following information:
         1. the name of the issuer of the press release;
         2. the name to be displayed to the public as the source of the press release; and
         3. contact information of the individual(s) responsible for responding to questions or requests for additional information about the press release by members of the media and the public.
         The Customer is responsible for the substance and accuracy of all Content submitted by it to Newsfile or uploaded into the Newsfile Portal, including such Content’s compliance with Editorial Guidelines, even if the Content has been reviewed, edited, or written by Newsfile or its affiliates for the Customer. The Customer acknowledges and agrees that Newsfile may revise the Content (in part or in whole), including for the purposes of:
         1. incorporation of metatags, urls, beacons, logos, and copyright notices;
         2. formatting for distribution; and
         3. correction of typographical, spelling, and other non-substantive errors.
         Newsfile may, in its sole discretion and judgment, for any reason:
         1. refuse to accept or reject any Content (in whole or in part);
         2. refuse to distribute any press release;
         3. cease distribution of any press release; or
         4. remove any press release from the Newsfile website.
         Once distributed by Newsfile and Third Party Redistributors, a press release may be publicly accessed, viewed and downloaded in perpetuity. The Customer acknowledges and agrees that the Customer is responsible for ensuring the Content complies with the terms and conditions and legal requirements of each Third Party Redistributor, social media, and Third Party website to which it is posted or displayed, including Newsfile’s website terms of use.
      2. Analytics. Newsfile may, or may engage a Third Party service provider to, collect, extract, compile and analyze data and information related to the Services, including data and information based on the:
         1. Customer’s use of the Services; and
         2. distribution of press releases by Newsfile and Third Party Redistributors, including demographic data, performance metrics, and the activity of Persons on a Mailing List in respect of communications they receive as part of the Services ("Analytics").
         Newsfile uses Analytics to improve the Services, and develop new features and services. Newsfile may use cookies and other technologies to collect and compile Analytics. The Customer consents to the use of cookies and other technologies in the processing of data and information about the Customer. The Customer shall obtain all necessary consents from Persons on its Mailing List, who may be subject to these cookies and technologies, as further described herein and in the Privacy Policy. The Services may include the provision of reports to the Customer, which measure the reach and impact of press releases sent to a Mailing List, and press releases otherwise accessed by Persons through public websites or by such Person’s request to receive news alerts of any Content referenced on the Newsfile website ("Reports"). The Reports may contain Content, Third Party IP, and Newsfile IP. The Customer acknowledges and agrees that:
         1. Newsfile owns the Reports; and
         2. Newsfile may re-use its standard Report formats and templates for other Customers.
         Newsfile grants to Customer a non-exclusive, limited license to use, reproduce, display, perform, distribute copies of, and prepare derivative works of the Reports for use solely within the Customer’s organization in connection with its ordinary course of business. Customer acknowledges and agrees that it will not publish, sell, distribute, or provide the Reports (in whole or in part), including any Third Party IP or Newsfile IP contained in the Reports, or otherwise provided by Newsfile to Customer, to any Third Party without the prior written consent of Newsfile.
      3. Third Party Services. Newsfile may facilitate the provision of services by Third Parties to the Customer, including:
         1. webcasting and conference calling;
         2. video press release boosts;
         3. investor relations website hosting; and
         4. translation, as more particularly described in a Service Request ("Third Party Services").
         These Third Party Services may either occur through a referral where Customer contracts directly with a Third Party or as part of a resale offering where Customer compensates Newsfile for the applicable fees. If Customer requests Third Party Services, Customer acknowledges and agrees that:
         1. Customer consents to Newsfile providing Confidential Information and Content to the Third Party in order for the Customer to receive the Third Party Services; and
         2. Customer’s receipt of the Third Party Services will be subject to the Third Party’s terms and conditions of service.
      4. Regulatory Filings. The Services may include electronic United States and Canadian regulatory filings (including EDGAR, SEDAR+, SEDI, Bluesky and XBRL) as more particularly described in a Service Request. The Customer acknowledges and agrees that the Services, including but not limited to regulatory filings, are not intended to provide legal or any other advice, and should not be relied upon for such advice.
3. CUSTOMER OBLIGATIONS
   1. The Customer will comply with Website Terms and Conditions of Use found at https://www.newsfilecorp.com/TermsOfUse.php and agrees to Newsfile’s handling of Personal Information as set out in the Privacy Policy found at https://www.newsfilecorp.com/privacypolicy.php.
   2. The Customer will not:
      1. attempt to reverse-compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form any part of the Newsfile Portal; or
      2. use the Services or the Newsfile Portal in a manner that violates Applicable Law.
   3. The Customer agrees to provide Content to Newsfile in compliance with the Agreement and the Editorial Guidelines. The Customer is solely responsible and liable for the Content, including ensuring it complies with Applicable Law, and does not violate the Intellectual Property Rights of any Person. The Customer shall obtain all necessary licenses and Third Party consents, in advance of providing the Content to Newsfile, including but not limited to consents required to disclose Personal Information.
   4. The Customer agrees to monitor, adhere to any unsubscribe lists or block lists, and update the Mailing List.
4. FEES AND EXPENSES
   1. The Customer shall pay to Newsfile the respective fees set forth in the applicable Service Request or as indicated on the Newsfile Portal. Newsfile reserves the right to change or alter any pricing structures at any time upon thirty (30) days’ notice to the Customer, unless otherwise mutually agreed in writing, and the Customer agrees to pay such other amount as may be specified.
   2. Fees will be due and payable within thirty (30) days of the date of invoice where a timeframe for payment is not indicated on the Newsfile Portal or Service Request. All fees are exclusive of applicable taxes, including goods and services tax (GST), harmonized sales tax (HST) and provincial sales tax (PST) and, except as specifically provided herein, are non-refundable. After thirty (30) days, the amount of the invoice may be subject to interest at the rate of one percent (1%) per month on any portion thereof from the date of the invoice until payment is received in full.
   3. The provision of certain Services will require the payment of expenses, including regulatory filings fees or fines to the relevant regulators. Newsfile will estimate these expenses and reserves the right to request payment of these expenses in advance, prior to performing the Services. If these expenses are not paid, Newsfile has no obligation to perform the Services. The Customer acknowledges and agrees that the expenses may be adjusted after the Services have been completed such as in instances where regulators adjust the regulatory filing fees payable. Where such expenses are adjusted, Newsfile will invoice the Customer for any such additional expenses, and the Customer will pay the invoiced amount in accordance with the payment terms set out herein or as indicated on the Newsfile Portal or a Service Request. The expenses will be due and payable within thirty (30) days of the date of invoice where a timeframe for payment is not indicated on the Newsfile Portal or a Service Request.
5. REPRESENTATIONS AND WARRANTIES OF NEWSFILE
   1. Newsfile represents and warrants that:
      1. it has the full corporate right, power and authority to enter into this Agreement;
      2. the execution and performance of Newsfile’s obligations and duties under this Agreement, do not and will not violate any agreement to which Newsfile is a party or by which it is otherwise bound; and
      3. the Agreement constitutes legal, valid and binding obligations on Newsfile, enforceable against it in accordance with its terms.
6. REPRESENTATIONS, WARRANTIES OF THE CUSTOMER
   1. The Customer represents and warrants that:
      1. it has the full corporate right, power and authority to enter into the Agreement;
      2. the execution and performance of Customer’s obligations and duties under the Agreement, do not and will not violate any agreement to which the Customer is a party or by which it is otherwise bound;
      3. the Agreement constitutes legal, valid and binding obligations on the Customer, enforceable against it in accordance with its terms;
      4. it has the right, power and authority to submit the Content to Newsfile and grant the licenses herein;
      5. it will comply with Applicable Law during the Term of the Agreement;
      6. all Authorized Approvers of the Customer giving instructions, or submitting Content, to Newsfile in connection with the Services have been duly authorized by the Customer to do so;
      7. the Customer has obtained any requisite authorizations and consents under Applicable Law, including any applicable privacy and anti-spam laws, to permit Newsfile to receive content from the Customer and send the Content to a Mailing List; and
      8. it has taken commercially reasonable precautions to ensure that any Content submitted through the Newsfile Portal will not contain any viruses or any other similar software that:
         1. alters, destroys or inhibits the operation of, or infiltrates computer systems or data run through computer systems; or
         2. interferes with or attempts to interfere with the proper functioning of the Newsfile Portal or disrupt any networks connected to the Newsfile Portal.
7. DISCLAIMERS AND LIMITATION OF LIABILITY
   1. Newsfile disclaims all responsibility and liability to the Customer for:
      1. any errors or omissions, technical inaccuracies, typographical errors, delays between the time when an electronic filing is transmitted and when, or if, it is posted to a regulator’s public website (as not all documents and information transmitted to regulators are available on public websites);
      2. the distribution, filing or transmission process producing inaccurate or incomplete copies of a press release, document or communication when downloaded or displayed;
      3. any communications between Customer and Third Parties, including communications to Persons on a Mailing List that occur outside of the Services;
      4. Third Party Services; and
      5. the use or misuse of the Content by Third Parties, including Third Party Redistributors.
   2. Other than as expressly set forth herein, the Services and the Newsfile Portal are provided on an "as is" and "as available" basis, without any warranties or conditions of any kind. Newsfile makes no representation and disclaims all express and implied warranties and conditions of any kind, including without limitation, representations, warranties or conditions regarding security, accuracy, reliability, timeliness, availability, performance, completeness, non-infringement, merchantable quality, merchantability or fitness for any particular purpose or whether arising by Applicable Law, usage of trade, or course of dealing.
   3. In no event will Newsfile be liable for any indirect, special, incidental, punitive, exemplary or consequential damages, or damages for loss of profits, revenue, opportunity or goodwill, arising directly or indirectly from any breach by the other party of the Agreement even if a party has been advised or should have known of the possibility of such damages or losses.
   4. In no event will Newsfile's aggregate liability (whether in contract, tort or otherwise) for any losses, damages, liabilities, awards, and costs (including court costs and reasonable attorneys’ fees) related to any claim, action, suit, dispute, or proceeding arising out of, or in connection with the Agreement, exceed the amounts paid by the Customer to Newsfile for the Services during the prior twelve (12) months immediately preceding the incident giving rise to the relevant Claim.
8. INDEMNITY
   1. The Customer agrees to defend, indemnify and hold Newsfile’s Indemnitees harmless from and against any and all claims, demands, liabilities, judgements, losses and expenses of any kind, including court costs and reasonable attorneys’ fees ("Claim"), brought against or involving Newsfile’s Indemnitees that relate to or arise out of a breach by the Customer of the Agreement. Customer shall not have the right to enter into any settlement of the Claim that adversely affects Newsfile’s rights or interests without Newsfile’s prior written consent. Newsfile shall have the right to participate in the defence of the Claim with counsel of its choice, at its own cost.
9. CONFIDENTIAL INFORMATION
   1. The Receiving Party will hold in confidence all Confidential Information of the Disclosing Party to which it may have access to, in the same manner and with the same degree of care (but not less than reasonable care) as it holds its own Confidential Information of like kind.
   2. The Receiving Party agrees:
      1. to limit disclosure of the Confidential Information to the Receiving Party’s own employees, agents, or authorized consultants who have a need to know the Confidential Information for the purposes herein;
      2. not to disclose any Confidential Information to any Third Party other than as required to perform the Services without the prior written consent of the Disclosing Party;
      3. to use the Confidential Information solely in accordance with the Terms of Service in order to carry out its obligations or exercise its rights under the Agreement;
      4. to notify the Disclosing Party promptly of any unauthorized use or disclosure of the Confidential Information and to reasonably cooperate with the Disclosing Party to cease such unauthorized use or disclosure.
   3. Confidential Information will remain the property of the Disclosing Party. The Receiving Party acknowledges and agrees that the Confidential Information constitutes valuable property of the Disclosing Party, and that the Disclosing Party may suffer irreparable injury not compensable by monetary damages and may not have an adequate remedy at law in the event of a breach of the confidentiality provisions herein by the Receiving Party. Therefore, the Disclosing Party shall be entitled to seek injunctive relief to prevent or curtail any such breach, threatened or actual. The foregoing shall be in addition to and without prejudice to any other rights the Disclosing Party may have at law or in equity in the event of any such breach by the Receiving Party.
10. PRIVACY
    1. The collection, use, access, storage, processing and sharing of any Personal Information is subject to the Privacy Policy and any other documents referenced therein. The Customer acknowledges that it has read, and agrees to the Privacy Policy.
11. INTELLECTUAL PROPERTY
    1. Newsfile or its licensors own all Intellectual Property Rights in the Newsfile IP. Newsfile grants Customer, during the Term, a limited, non-exclusive, revocable, non-transferable (other than as set forth in this Agreement), non-sublicensable right to allow Authorized Approvers to access and use the Newsfile Portal solely to use the Services. Customer shall not:
       1. license, sublicense, sell, resell, rent, transfer, assign, or otherwise commercially exploit or make the Newsfile Portal available for the benefit of, any Third Party (including in a service bureau or outsourcing offering) or any non-Authorized Approver; or
       2. access the Newsfile Portal in order to:
          1. build a competitive product or service;
          2. build a product using similar features, functions or graphics of the Newsfile Portal; or
          3. copy any features, functions or graphics of the Newsfile Portal.
          Newsfile reserves the right to alter, delete, or replace or alter the features or functionality of the Newsfile Portal without notice.
    2. As between Customer and Newsfile, all Intellectual Property Rights in, and ownership of, the Content will be and will remain the sole and exclusive property of Customer. However, in order to operate the Newsfile Portal and for the Customer to use the Services, Newsfile must obtain from Customer certain license rights in the Content. Accordingly, by using the Services, Customer grants Newsfile the right and license to use, host, cache, store, reproduce, distribute, publish, archive, create derivative works, modify, edit, translate, transmit, adapt, display, incorporate into the Services and other works or otherwise use the Content and to incorporate the Content (in whole or in part), in any form, media or technology now known or developed in the future. Customer agrees that these rights and licenses are non-exclusive, worldwide, irrevocable, perpetual, transferable, sub-licensable, royalty free, and include a right for Newsfile to make the Content available to, and pass these rights along to Third Party Redistributors, and other Third Parties with whom Newsfile has contractual relationships related to the provision of the Services, and to otherwise permit access to or disclose the Content to Third Parties if Newsfile determines such access is necessary to comply with its legal obligations.
    3. Customer on its own behalf, and on behalf of all of the authors of the Content, waives in favour of Newsfile all moral rights in the Content provided by the Customer to Newsfile. By providing the Content to Newsfile, the Customer represents and warrants that:
       1. it has the full right and authority to grant the rights in the Content; and
       2. any use by Newsfile of the Content does not and will not:
          1. violate the Intellectual Property Rights of any Person;
          2. violate Applicable Law; or
          3. constitute an unethical use such as online abuse and dis/misinformation.
    4. Newsfile may collect, develop, create, extract, compile, synthesize, analyze and commercialize statistics, benchmarks, measures and other data and information based on Content that is:
       1. anonymized and not identifiable to any Customer;
       2. combined with the data of other Newsfile customers or additional data sources; and
       3. presented in a way which does not reveal a Customer’s identity (collectively, "Aggregated Data"). Aggregated Data will be owned solely by Newsfile and may be used by Newsfile or its affiliates for any lawful business purpose, without restriction.
    5. Customer grants to Newsfile and its affiliates a non-exclusive, worldwide, irrevocable, perpetual, transferable, sub-licensable, royalty free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer relating to the Services.
    6. The following provisions only apply to Customers that are not Public Companies:
       1. Newsfile may use artificial intelligence ("AI") systems to assist with the performance of its Services, including the review of Content for compliance with the Editorial Guidelines. The Customer acknowledges and consents to the use of AI systems by Newsfile.
       2. The Customer acknowledges and agrees that:
          1. Content may be uploaded into AI systems and Newsfile may use AI systems to generate responses based on the Content ("Output"). The Output is intended to be used by Newsfile's personnel to make recommendations for changes to the Content, including to better comply with the Editorial Guidelines.
          2. Newsfile and its affiliates do not guarantee and are not responsible for the completeness, accuracy, legality or reliability of any Output, including whether the Output is error free or that making changes to the Content suggested by the Output would cause the Content to comply with the Editorial Guidelines; and
          3. Customer hereby grants Newsfile a non-exclusive, worldwide, irrevocable, perpetual, transferable, sub-licensable, royalty free license to use, reproduce, modify, and process Content for the purpose of training, improving, and operating AI systems.
12. TERM AND TERMINATION
    1. The Agreement will come into effect and be binding on the Customer on the Effective Date and will continue until the date specified in, as applicable:
       1. the Newsfile Portal; or
       2. a Service Request.
    2. Newsfile may terminate the Agreement immediately should the Customer fail to make any payments required under the Agreement as and when due.
    3. Either party may terminate the Agreement in the event that the other party has breached a material provision of the Agreement and has not cured such breach within thirty (30) calendar days of receipt of notice thereof from the non-breaching party.
    4. Upon any expiration or termination of the Agreement:
       1. the Customer’s right to use the Newsfile Portal and any Services shall cease, and Newsfile shall have no further obligation to make the Newsfile Portal or Services available to the Customer; and
       2. except as provided herein, all rights, licenses and/or access granted to the Customer under the Agreement will immediately cease.
       For certainty, Newsfile may retain, subject to the confidentiality obligations herein, Confidential Information, to the extent that it is required to be retained by Applicable Law or has been electronically stored in accordance with Newsfile's retention or back-up policies or procedures.
13. GENERAL PROVISIONS
    1. Force Majeure: Neither party will be liable to the other party for any failure to perform any of its obligations (except payment obligations) under the Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control including, but not limited to, a pandemic, fire, flood, war, embargo, strike, riot, natural disaster, disease outbreak, terrorist action, civil commotion, malicious damage, government action, industrial action or dispute, storm, or failure of third party telecommunications services (a "Force Majeure"). In such an event, however, the party experiencing the delay (the "Delayed Party") must promptly provide the other party with written notice of the Force Majeure. The Delayed Party’s time for performance will be excused for the duration of the Force Majeure, but if the Force Majeure events last longer than thirty (30) days, the other party may immediately terminate the Agreement by giving written notice to the Delayed Party.
    2. Independent Contractors: The parties are independent contractors. Neither party will have any rights, power or authority to act or create an obligation, express or implied, on behalf of the other party except as specified in the Agreement.
    3. Subcontracting: Newsfile may delegate the performance of the Services or any part thereof, to a subcontractor, provided that Newsfile will continue to be liable to the Customer for the performance of the Services by the subcontractor unless otherwise specified in the Service Request or in the Newsfile Portal.
    4. Publicity: Except as necessary to perform the Services, neither party will publicly disclose the relationship between the parties or the existence of the Agreement without the other party’s prior written consent.
    5. Notices: Any notice required under the Agreement will be properly served if in writing. Any notice may be sent by courier service or by email to the address of the party set out in a Customer Service Request Agreement or as indicated in the Newsfile Portal. Notice will be effective at the time of delivery. Notice sent by courier service is deemed received three (3) business days after posting. Email notice is deemed received twenty-four (24) hours after it is sent, provided that the party sending the email does not receive a delivery failure message.
    6. Waiver: No delay or failure by either party to exercise any of its powers, rights or remedies under the Agreement will operate as a waiver of them, nor will any single or partial exercise of any of those powers, rights or remedies preclude any other or further exercise of them. For any waiver to be effective it must be in writing. The remedies provided in the Agreement are cumulative and not exclusive of any remedies provided by law.
    7. Changes to Terms of Service: Newsfile may modify the Terms of Service from time to time. If required by Applicable Law or where Newsfile makes material changes to the Terms of Service, Newsfile will notify the Customer to provide the Customer with the opportunity to review the changes before they become effective. Newsfile confirms that changes cannot be retroactive. The Customer will be required to accept the changes and agree to be bound by them in order to continue receiving the Services and accessing the Newsfile Portal. If the Customer does not agree to any changes to the Terms of Service, then the Customer must notify Newsfile in writing. Upon Newsfile’s receipt of such written notice, the Agreement will terminate in accordance with Section 12.4. If the Customer continues to receive the Services or access the Newsfile Portal after receiving notification of the changes, the Customer will be bound by the changes and the updated Terms of Service as of their effective date.
    8. Assignment: Neither party may assign its rights or obligations under the Agreement without the prior written consent of the other party. Notwithstanding the foregoing, Newsfile may assign its rights or obligations under the Agreement to any of its affiliates.
    9. Severability: If any part of the Agreement is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable, then such part will be severed from the remainder of the Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law.
    10. Survival: All provisions of the Agreement relating to disclaimers, limitation of liability, representations and warranties, remedies, damages, confidentiality, payment obligations, and any other terms that either expressly or by their nature should survive, shall survive any termination of the Agreement, and shall continue in full force and effect.
    11. Entire Agreement: The Agreement constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter.
    12. Order of Priority: In the event of any conflict or inconsistency between these Terms of Service, a Service Request (including a Customer Service Request Agreement), and the Newsfile Website Terms of Conditions of Use, the order of priority shall be as follows:
        1. a Service Request;
        2. these Terms of Service; and
        3. the Newsfile Website Terms and Conditions of Use.
    13. Governing Law and Jurisdiction: The Agreement is governed by and will be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. For the purposes of all legal proceedings, the Agreement will be deemed to have been made and performed in the Province of Ontario and the courts of the Province of Ontario will have exclusive jurisdiction to entertain any action arising under this Agreement. Newsfile and the Customer each hereby attorns to the jurisdiction of the courts sitting in the City of Toronto, Province of Ontario. To the extent permitted by Applicable Law, each Party hereby waives the right to trial by jury of any such suit, action or proceeding.

Last updated September 7, 2025