Assessor

These terms and conditions (these “Terms”) constitute a legally binding agreement between you and Birota Economics Group Inc. (“Birota Economics Group,” “we”, “ us” or “our”) governing your use of the Assess Platform software (“Assess Platform”) and performance of the Services (defined below).

If you are using the Assess Platform on behalf of, or in the employ of, an organization (corporation, trust, partnership, etc.), you are agreeing to the Terms for that organization and representing and warranting that you have the authority to bind that organization to the Terms. In such a case, “you” and “your” will also refer to that organization and yourself individually. For greater clarity, both you as an individual and your organization are legally bound by these Terms which form an agreement between you and Birota Economics Group.

By entering into these Terms, accessing or using the Assess Platform, you expressly acknowledge that you understand these Terms and accept all of its terms and conditions. Upon accepting the terms of a Services Contract (defined below), you further agree to the terms contained herein that relate to the requested Services as described in such Services Contract. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN, YOU MAY NOT USE OR ACCESS ASSESS PLATFORM.

1 DEFINITIONS

1.1 “Administrator” means a User representing the Assessor that has the authority to designate additional Users and/or Administrators and view financial or transactional information.

1.2 “Applicable Law” means all applicable requirements, laws, statutes, codes, acts, ordinances, orders, decrees, injunctions, by-laws, rules, regulations, permits, licenses, authorizations, directions and agreements with all applicable government authorities, agencies, bodies or departments, having jurisdiction over this Agreement or the supply or use of the Assess Platform.

1.3 “Assess Platform” means the Birota Economics Group mobile and/or web application available at www.assessplatform.com and the services provided therefrom.

1.4 “Birota Data” means all pre-existing data belonging to Birota Economics Group and its licensors, and data that has been aggregated or modified (including derivative works) from the Assessor Data, and all right, title and interest, including without limitation any other proprietary right or interest therein which shall be owned by Birota Economics Group.

1.5 “Birota Fees” means the service fees to be collected by Birota Economics Group for use of the Assess Platform.

1.6 “ Business Day” means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Edmonton, Alberta.

1.7 “CASL” means any applicable federal, provincial and local laws, regulations and rules governing sending of commercial electronic messages.

1.8 “Clients” means individuals or businesses developing innovative technologies for medical applications.

1.9 “Client Data” means all data, reports, images, audio or video recordings, documentation, reports, specifications, and technical information, recorded in any form and on any media, that may be proprietary or licensed to the Client and provided to Birota Economics Group or the Assessor to enable the performance of the Services.

1.10 “Content” means the content on Assess Platform, whether made available to you or provided by you, including, without limitation, all User Content (as defined below), information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement.

1.11 “Assessor” shall mean the qualified persons (each, a “Assessor”) who provide the Services pursuant to these Terms.

1.12 “Assessor Data” means all data, reports, images, audio or video recordings, documentation, reports, specifications, and technical information, recorded in any form and on any media, that may be proprietary or licensed to the Assessor and provided to Birota Economics Group or the Client.

1.13 “Personal Information” means any information relating to identifiable individuals, the collection, use or disclosure of which is regulated by Privacy Laws.

1.14 “Privacy Laws” means any applicable federal, provincial and local laws, regulations and rules governing the collection, use and disclosure of information relating to identifiable individuals, including the Personal Information Protection and Electronic Documents Act (Canada), the Personal Information Protection Act (British Columbia), the Personal Information Protection Act (Alberta), and any similar legislation enacted by any province or territory of Canada.

1.15 “Privacy Policy” means our privacy policy located at /legal/policies/privacy.

1.16 “Registration” means the registration for the Assess Platform completed by the initiating Assessor.

1.17 “Schedule” means a schedule, which is attached to this Agreement, or which may be added hereafter by written agreement of the parties.

1.18 “Services” means early health technology assessments and related services provided by the Assessor.

1.19 “Services Contract” means the standard terms and conditions governing the provision of Services via the Assess Platform by the Assessor to Birota.

1.20 “ Users” refer to Clients, Assessors and any other authorized users (each, a “User”) who have been permitted to use the Assess Platform and who have agreed to these Terms.

1.21 “User Content” means Content posted by Users on the Assess Platform, and includes posted information (including, without limitation, project descriptions), images, feedback, communication between Users or otherwise, and other data uploaded by a User to Assess Platform. User Content excludes the deliverables rendered by the Services and the Work Product.

2 ASSESS PLATFORM

2.1 The Assess Platform. Assess Platform is a Software as a Service platform that enables individuals or businesses developing innovative technologies for medical applications (namely, the Clients) to request early health technology assessments and related services (the Services) to be provided by qualified persons who provide such Services (the Assessors). Clients, Assessors and any of their authorized users who have been permitted to use the Assess Platform and who have agreed to these Terms are referred to in these Terms as “Users” and each as a “User”. Users may include representatives of third-party vendors who are authorized to use the Services.

2.2 Project Requests, Acceptance. Through the Assess Platform, Clients may submit a Project Request outlining the nature of the assessments required and the Services they wish to request. Birota Economics Group, or the Assessor, as the case may be, may submit additional questionnaires to the Client to determine if the requested Services submitted in the Project Request (“Requested Services”) can be provided. If we determine that the Requested Services can be provided, the Client will be sent a Services Contract outlining the Services to be performed, the applicable fees, and the estimated timeline of completion. Upon receipt of the Services Contract, the Client will have 90 days to accept or reject the Services Contract and pay the requested up-front fees (“Acceptance Period”). By countersigning the Services Contract and paying the requested up-front fees, the Client agrees to the terms of such Services Contract. Upon agreement, Assessors will be sent a Services Contract outlining the services to be performed related to the Requested Services. Upon receipt of the Services Contract, the Assessor will have 10 days to accept or reject the Services Contract. By countersigning the Services Contract, the Assessor agrees to the terms of such Services Contract.

3 PRIVACY POLICY

3.1 Collection of Information. We will collect some of your personal or business information to create your User Account (as defined below) and thereafter in your use of the Assess Platform. All personal and business information and data collected, used or disclosed while providing the Assess Platform is governed by these Terms and our Privacy Policy located at /legal/privacy. By using Assess Platform, you agree to our use, collection and disclosure of personally identifiable or business information and data in accordance with these Terms and the Privacy Policy.

4 REGISTRATION & ACCESS

4.1 Request. To use the Assess Platform and to perform the Services, the initiating requestor must complete the initial Registration. Upon completing the Registration, Birota will, at its sole discretion, approve or deny requests to become a User of the Assess Platform. Access to specific features of the Assess Platform may only be available to specific user types.

4.2 User Registration. Upon requesting to become an Assessor, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Assess Platform (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to the Assess Platform, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to the Assess Platform. Assessor shall be responsible for all activity by Users on the Assess Platform, including the activity performed on the Assess Platform through the User Accounts by an agent, representative, employee (including former employees who maintained access to the Assess Platform), or any other person acting on behalf of such User. It is the responsibility of the Assessor to delete User Accounts or otherwise remove access to Users who should no longer be active (e.g. a User who is no longer an employee or contractor of the Assessor).

4.3 Exclusive Platform. During the term of this Agreement and for a period of one hundred and eighty days (180) days after termination, the Assessor and its Users shall not provide services relating to assessments through the use of any competitive software platform. Further, for the same period, the Assessor and its Users shall not provide services to Clients of Birota through a mechanism that is not facilitated by the Assess Platform.

5 ASSESSOR SERVICES

5.1 Assessor Services. If the Assessor accepts a Services Contract to provide certain deliverables, the Assessor hereby agrees:

(a) that the Assessor shall not subcontract any Services;

(b) the entering into of these Terms will not violate, conflict with, or result in a material default under any other agreement or judgement to which the Assessor is a party;

(c) to provide the Services requested through the Assess Platform that have been accepted by the Assessor in priority to services requested of the Assessor that did not originate from the Assess Platform.

6 ASSESSOR REPRESENTATIONS AND RESPONSIBILITIES

6.1 Representations and Warranties. As an Assessor, you must hereby represent and warrant that you:

(a) possess, have and maintain all appropriate, up-to-date, valid and required licenses, credentials, approvals and authorizations (including, without limitation, if and as applicable, current registration with the applicable licensing authorities, diplomas and certificates, etc.) to work and render the specific Services that may be further described in a Services Contract in the jurisdiction in which you apply to provide or are providing the Services;

(b) that the Services shall be performed in a timely, diligent and professional manner, and in accordance with generally accepted industry standards applicable to the provision of the Services;

(c) shall ensure that the use the Assess Platform and the provision of the Services will (i) be consistent with this Agreement, any Services Contract, and any licenses provided; (ii) comply with Applicable Law, including, but not limited to Privacy Laws and CASL.

(d) shall ensure that the Services, Work Product, and User Content will not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any third parties, and the rights therein can be assigned, transferred, waived or licensed as may be required in accordance with these Terms.

(e) shall meet or exceed the requisite qualifications attached as a Schedule to this agreement (“Schedule A”) (collectively, the “Credentials”)

6.2 Credentials and Verifications. You agree to provide us with all the information we request in connection with your Credentials, including, but not limited to, certificates of standing for your professional designation, academic records, and any further necessary authorization to facilitate our access to such records. You represent and warrant that all information you provide to us or any user of the Assess Platform, whether at the time you establish your User Account or thereafter, is true, accurate and not misleading. You consent and permit us to obtain background searches and verification checks via third-party Assessors. The results of the searches and/or any other information and documentation we obtain about or from you may impact whether or not you are eligible to use the Service and whether we accept your User Account application and we retain the right, in our sole discretion, to accept, refuse and/or remove you from the Assess Platform based on such results.

6.3 User Content. You agree that your User Content, and the content of your Services, is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content or Services may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit, without notice, any User Content posted or stored on Assess Platform, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on Assess Platform. You shall be solely responsible for all inputs, selection and use of Assess Platform and all User Content or other data transmitted, received or created, and your provision of the Services, during your use of Assess Platform, even if transmitted, received or created by someone else (including, without limitation another User), and you agree to defend, indemnify and hold Birota Economic Group and the Released Parties harmless from any claims, disputes or controversies which may result therefrom.

7 LICENSE TO SOFTWARE AND LICENSE RESTRICTIONS

7.1 License to Assess Platform. Birota Economics Group hereby grants to the Assessor and authorized Users a non-exclusive, non-transferable license to use the Assess Platform solely to permit the Assessor and Users to use the functionality contained within the Assess Platform for legitimate purposes during the Term.

7.2 License Restrictions. Except as set forth in these Terms or any Schedule and to the extent contrary by Applicable Law: the Assessor and Users may not (i) make or distribute copies of the Assess Platform; (ii) alter, merge, adapt or translate the Assess Platform, or decompile, reverse engineer, disassemble, or otherwise reduce the Assess Platform to a human-perceivable form; (iii) sell, rent, lease, host or sublicense the Assess Platform (except as is incidental or necessary for the provision of the Assess Platform to Users); (iv) modify the Assess Platform or create derivative works based upon the Assess Platform; provided however that the foregoing will not restrict Assessor’s rights to exploit any Assessor Data which may be incorporated into, reside in, or form a part of the Assess Platform; (v) use the Assess Platform in a manner that breaches the rights of any third party, any contract or legal duty or violate any Applicable Law; (vi) copy the Assess Platform or any part, feature, function or user interface thereof; (vii) access or use the Assess Platform in order to build a competitive product or service; (viii) not use the Assess Platform other than for its intended purposes.

8 YOUR LIMITED LICENSE OF YOUR USER CONTENT TO BIROTA ECONOMICS GROUP

8.1 Ownership. We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to provide the Assess Platform, now and in the future.

8.2 License. By posting or distributing User Content to or through the Assess Platform, you (a) grant Birota Economic Group and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate and create derivative works from such User Content, in the manner in and for the purposes which the Assess Platform from time to time uses such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content, or otherwise have the lawful right to post and distribute that User Content, to or through the Assess Platform; and (ii) the use and posting or other transmission of such User Content does not violate these Terms.

8.3 Sublicense. If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Assess Platform, as described in this Section.

8.4 Rights Granted. These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Assess Platform. And they are transferable because we need the right to transfer these licenses to any successor operator of the Assess Platform. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Assess Platform does this to your User Content when it processes it for use in Assess Platform.

9 HOSTING AND SUPPORT

9.1 Hosting. Birota Economics Group will cause the Service to be hosted on a server maintained by a reputable party host (the “Third Party Host”).

9.2 Support . Assessor and Users may submit support requests to Birota Economics Group via the mechanisms identified on the Platform.

9.3 Initial Training. Birota Economics Group may provide the Assessor and its Users with access to online training content and in-person training as reasonably required.

9.4 Backups. Birota Economics Group may create a backup or cause its Third Party Host to create a backup of the Assess Platform (including all Assessor Data). Assessor Data will be retained in accordance with the terms of Birota Economics Group’s applicable retention policies.

10 COMPENSATION, EXPENSES AND PAYMENT

10.1 Birota Fees. Assessors shall invoice Birota for Fees in accordance with these Terms and the applicable Services Contract. The Assessor Compensation for the Services shall be set out by Birota Economics Group in the Services Contract.

10.2 Expenses. Assessor is responsible for all expenses accrued by the Assessor while providing the Services, including, but not limited to phone, internet data, automobile insurance, travel, transportation and other incidental expenses.

10.3 Taxes. The Assessor shall be responsible for all applicable sales, goods and services, harmonized sales, value added, use, excise, other similar taxes, levies and charges imposed by applicable tax authorities in relation to the Services undertaken by the Assessor.

11 INTELLECTUAL PROPERTY , PRIVACY

11.1 User Content and Content . User Content is the property of its respective owners (e.g. the User that inputted it). Birota Economic Group’s only right to use that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Article 8 of these Terms.

11.2 Ownership of the Assess Platform. Except for any grant of licenses in this Agreement or as otherwise expressly provided in this Agreement, Birota Economics Group shall retain all Intellectual Property Rights in the Assess Platform, including but not limited to the methods and processes to complete assessments. Nothing in this Agreement, or any Schedules shall be deemed to convey to Assessor or any other party, any ownership right, in or to Assess Platform.

11.3 Birota Ownership of Work Product. The Services provided by you may be comprised of certain deliverables that may be more particularly described in a Services Contract (the “Work Product”). Upon delivery of the Services and Work Product to Birota, and upon full payment all fees pursuant to the applicable Services Contract, Birota shall own all Work Product and all right, title and interest, including, without limitation, all copyright, patent rights, trade secret rights, trademarks and any other proprietary right or interest, therein. Birota Economics Group is further provided a worldwide, perpetual, non-exclusive, royalty-free license to use all such Work Product and other intellectual property so transferred for the purposes of providing the Assess Platform services hereunder and for our internal business and product development purposes.

11.4 Our Ownership of Certain Assessor Data. Birota Economics Group, or its licensors, as applicable, shall own all pre-existing data and Assessor Data that has been aggregated or modified (including derivative works), and all right, title and interest, including without limitation any other proprietary right or interest therein (the “Birota Data”). Birota Economics Group hereby grants to Assessor a non-exclusive, non-sublicensable, royalty-free license to use the Birota Data (that is owned or licensed by us) derived from the Assessor Data.

11.5 License from Assessor to Birota Economics Group. Assessor hereby grants to Birota Economics Group a non-exclusive, royalty-free, non-transferable, limited right to use during the Term, Assessor Data and the Content provided to Birota Economics Group to provide the Assess Platform services pursuant to this Agreement.

11.6 All Other Rights Reserved, Further Assurances . Except as expressly set forth herein, or in a Schedule or Services Contract, all Intellectual Property Rights are expressly reserved by the parties. Assessor or Birota Economics Group, as applicable, shall execute and deliver such instruments and take such other steps as may be requested by Birota Economics Group or Assessor, as applicable, from time to time in order to give effect to the provisions of this Article.

11.7 Privacy Laws. Assessor and authorized Users represent that (a) they have complied with all applicable Privacy Laws in connection with the collection, use and disclosure of Personal Information, and the provision of Personal Information to Birota Economics Group complies with all applicable Privacy Laws; and (b) all individuals to whom such Personal Information relates have consented to Birota Economics Group’s collection, use and disclosure of such Personal Information for the purposes disclosed in this Agreement or our Privacy Policy.

11.8 Third Party/Open Source Assess Platform. The Assess Platform may contain third party software and/or open source software, which may be subject to third party licenses and require notices and/or additional terms and conditions (“Third Party Licenses”). These Third Party Licenses are made a part of and incorporated into these Terms. By accepting these Terms, Assessor and its Users are also accepting the Third Party Licenses, if any, set forth therein. To view the Third Party Licenses, please contact info@assessproject.org.

12 DISCLAIMER, AND LIMITATION OF LIABILITY

12.1 Disclaimer . Except as set out in these Terms, the Assess Platform is provided to Assessor and authorized Users on an “as is” basis, without warranties from Birota Economics Group of any kind, either express or implied. Birota Economics Group expressly disclaims all other warranties, express or implied, including, without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Birota Economics Group does not warrant that the Assess Platform will be error-free or will operate without interruption. Except as expressly provided in these Terms, the Assess Platform is provided with no warranties regarding security, reliability, protection from attacks, data integrity or data availability.

12.2 No Indirect, Etc. Damages. Under no circumstances shall either party be liable to the other party for any claim for (i) indirect, special or consequential damages, (ii) compensation for loss of profits, anticipated revenue, savings or goodwill, or (iii) exemplary, aggravated or punitive damages howsoever incurred; in each case under any theory of law or equity, arising out of or in any way related to this Agreement or the Assess Platform, even if advised of the possibility thereof.

12.3 Limitation of Liability. Except as otherwise specifically provided under this Agreement and for claims or allegations of gross negligence and willful misconduct made by the Assessor against Birota Economics Group, Assessor, its directors, officers, employees, agents, contractors and affiliates hereby waive and shall not assert any claims or allegations of any nature whatsoever against Birota Economics Group, its affiliates or subsidiaries, directors, officers, employees, agents, contractors (“Released Parties”) arising out of or in any way relating to the Assessor or Users’ use of the Assess Platform. The Assessor and each User uses the Assess Platform at their own risk.

12.4 Reasonableness of Limitations. Birota Economics Group, Assessor and Users agree that the limitations contained in this Section are reasonable in scope and form an integral part of this Agreement.

13 INDEMNIFICATION

13.1 Indemnity by Assessor. Assessor agrees to defend, indemnify and hold Birota Economics Group, its directors, officers, employees, agents, contractors and affiliates, harmless from any loss, damage or liability, including all reasonable legal costs, that Birota Economics Group may incur as a result of or in connection with any third-party claim relating to or resulting (a) the use of the Assess Platform by Assessor or the Users (including former employees who maintained access to the Assess Platform); (b) the provision of Services to Birota or its end customers by the Assessor, including Services rendered pursuant to a Services Contract; (c) any breach by Assessor or its Users, or of Assessor or User’s obligations under this Agreement, including the obligation to comply with all Applicable Law.

13.2 Indemnity by Birota Economics Group . Birota Economics Group agrees to defend, indemnify and hold Assessor, its directors, officers, employees, agents, contractors (including Users) and affiliates, harmless from any loss, damage or liability, including all reasonable legal costs, that Assessor or Users may incur as a result of or in connection with any of the following:

(a) any valid claim that the Assess Platform or any portion of it infringes the intellectual property rights of any third party (for which Birota Economics Group agrees that it will use commercially reasonable efforts to replace any such portion of the Assess Platform with other original intellectual property that has similar functionality);

(b) any breach by Birota Economics Group of Birota Economics Group’s obligations under this Agreement.

14 TERM

14.1 Term. The term of this Agreement (“Term”) shall commence on the date the initiating requestor completed the Registration (“Effective Date”) and continue until terminated in accordance with these Terms.

14.2 Termination.

(a) Breach . Either party may terminate this Agreement if the other party materially breaches this Agreement, including any failure to make payments when due, and such other party fails to cure such breach in all material respects within thirty (30) days after being given notice of the breach from the non-breaching party.

(b) Insolvency . Either party may terminate this Agreement, upon written notice to the other party, if such other party is subject to proceedings in bankruptcy or insolvency, voluntarily or involuntarily, if a receiver is appointed with or without the other party’s consent, if the other party assigns its property to its creditors or performs any other act of bankruptcy, or if the other party becomes insolvent and cannot pay its debts when they are due.

(c) Termination for Convenience. Either Party may terminate these Terms at any time by providing written notice by e-mail to info@assessproject.org.

14.3 Termination and Suspension of Users . Notwithstanding any provision of these Terms, Birota Economics Group reserves the right, in its sole discretion, without any notice or liability to Assessor or any User, to (a) terminate a User’s license to use the Assess Platform, or any portion thereof; (b) block or prevent a User’s future access to and use of all or any portion of the Assess Platform; (c) change, suspend, or discontinue any aspect of the Assess Platform; and (d) impose limits on the Assess Platform.

14.4 Effect of Termination. If this Agreement is terminated in accordance with Section 14.2, then:

(a) Each party shall promptly deliver to the other party, all papers, databases, documents, software programs, and other tangible items (including copies) constituting the other party’s Confidential Information (defined below) in its possession or under its control, or on request, destroy such materials and certify that it has done so;

(b) upon a request by Assessor within thirty (30) days of termination, Birota Economics Group will within fifteen (15) days of such request, provide to Assessor a copy of Assessor Data in a format that is readable using commercially available third party software (e.g. .csv or .xlsx);

(c) subject to the Privacy Policy, upon a request by Assessor within thirty (30) days of termination, Birota Economics Group will delete and cause to be deleted all Assessor Data from all computer systems owned and controlled by Birota Economics Group; and

(d) the licenses granted to Assessor in Section 7.1 shall terminate and Assessor shall cease using the Assess Platform.

15 CONFIDENTIALITY

15.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Assessor’s Confidential Information includes Assessor Data; Birota Economics Group’s Confidential Information includes the Assess Platform, information provided by Clients under Services Contract, and the terms and conditions of this Agreement. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, (d) is independently developed by the Receiving Party; or (e) is permitted to be disclosed pursuant to these Terms.

15.2 Protection of Confidential Information. The Receiving Party will (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

15.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party, if permitted by law, gives the Disclosing Party prior notice of the compelled disclosure.

15.4 Destruction. Each party, upon the request of the other party or within thirty (30) days after termination of this Agreement (whichever is earlier), agrees to return and cause its representatives to return, all copies of Confidential Information belonging to or provided by the other party or destroy such copies as directed by that party and certify their destruction.

15.5 Indemnity. Each party agrees to indemnify and hold the other party harmless from and against all loss or damage or any kind and nature suffered by the other party as a result of any breach by it or its representatives of its obligations relating to confidentiality contained in this Article 15.

16 GENERAL

16.1 Governing Law. The Assess Platform is controlled by Birota Economic Group and operated by it from its offices in Edmoton, Alberta. You and Birota Economic Group both benefit from establishing a predictable legal environment in regard to Assess Platform. Therefore, you and Birota Economic Group explicitly agree that all disputes, claims or other matters arising from or relating to your use of Assess Platform will be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

16.2 Survival. Any terms and conditions of this Agreement which by their nature extend beyond termination of this Agreement shall survive such termination. This includes, without limitation Article 11 (Intellectual Property) (but not Section 11.5 (License from Assessor to Birota Economics Group)), Article 12 (Warranty, Disclaimer and Limitation of Liability), Article 13 (Indemnification), Section 14.2 (Effect of Termination), Article 15 (Confidentiality) and applicable provisions of Section 16 (General).

16.3 Dispute Resolution.

(a) Arbitration. Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to (a) these Terms or any Service Contracts; (b) the Assess Platform or Content; (c) oral or written statements relating to these Terms or to the Assess Platform; or (d) the relationships that result from these Terms, and Service Contracts, or the Assess Platform or Content (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Birota Economics Group related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Birota Economics Group. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Alberta.

(b) Court. To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Edmonton, Alberta, Canada. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.

(c) Other Jurisdictions. If you choose to access the Assess Platform from locations other than Alberta, Canada, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Birota Economic Group and the other Released Parties for your failure to comply with any such laws.

16.4 Relationship. The relationship between Assessor and Birota Economics Group will at all times be one of independent contractor and nothing herein shall be construed as implying an employment, partnership, or joint venture relationship. Birota Economics Group is not an employer of Assessor, and Assessor is not entitled to any benefits that Birota may provide to its employees. Nothing herein shall be construed as empowering either party to act as a representative or agent of the other party. Neither party shall have the authority to enter into any contract, nor to assume any liability, on behalf of the other party, nor to bind or commit the other party in any manner, except as expressly provided in this Agreement. For greater certainty, Birota Economics Group provides a platform that permits the Assessor to provide services to Birota pursuant to a Services Contract.

16.5 Force Majeure. Except as expressly provided otherwise in this Agreement, dates and times by which Assessor or Birota Economics Group is required to perform under this Agreement, or a Schedule or Services Contract (except for any payment obligation) will be postponed automatically to the extent and for the period of time that Assessor or Birota Economics Group, as the case may be, is prevented by causes outside of its reasonable control from meeting such dates and times by reason of any cause beyond its reasonable control (provided that a lack of financial resources shall not constitute an event beyond the reasonable control of a party). The following events are deemed to be outside of a party’s reasonable control: acts of God, acts of government, acts of war, civil or military unrest, acts of public enemies, epidemics, riots, fire, unavailability of communications or electrical power service provided by third parties, governmental regulations superimposed after the fact and earthquakes, explosions, floods or other disasters provided that such causes could not have been reasonable foreseen and the risk and/or consequences of such causes mitigated on a commercially reasonable basis. A party seeking to rely on this Section must (i) notify the other party immediately and in detail of the anticipated or actual commencement of and the cause of postponement; (ii) notify the other party promptly of any material changes in the circumstances which resulted in the postponement including when the reason for the postponement is at an end; and (iii) use diligent efforts to avoid or remove such cause of non-performance and to minimize the consequences thereof, including utilizing all resources reasonably required in the circumstances including without limitation obtaining supplies or services from other resources if they are reasonably available.

16.6 Currency. Unless otherwise specified, all references to amounts of money in this Agreement refer to Canadian (CDN) currency.

16.7 Notices. Notices that we give to you (other than notice of amendment of this Agreement), may be provided in any of the following ways. First, we may email you at the contact information you provide in the Order or any registration data. Second, we may post a notice on the administrator dashboard of Service. It is your responsibility to periodically review the Service for notices.

16.8 Successors and Assigns. This Agreement shall enure to the benefit of, and be binding on, the parties and their respective successors and permitted assigns. Birota Economics Group may assign this Agreement, in its sole discretion.

16.9 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

16.10 Entire Agreement. This Agreement and the Schedules constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all previous negotiations, proposals, commitments, writings and understandings of any nature whatsoever.

16.11 Waiver. No term or provision of this Agreement is deemed waived and no breach excused, unless the waiver or consent is in writing and signed by the party claiming to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, does not constitute a consent to, waiver of, or excuse for, any other different or subsequent breach.

16.12 Fully Negotiated Agreement. Assessor and Birota Economics Group acknowledge and agree that all of the provisions of this Agreement have been fully negotiated, that neither of them shall be deemed the drafter of this Agreement and that, in construing this Agreement in case of any claim that any provision hereof may be ambiguous, no such provision shall be construed in favour of one party on the ground that such provision was drafted by the other party.

16.13 Language. The parties have required that this Agreement and all deeds, documents and notices relating to this Agreement be drawn up in the English language. Les parties aux présentes ont exigé que le présent contrat et tous autres contrats, documents ou avis afférents aux présentes soient rédigés en langue anglaise.

16.14 Modification of Terms. Birota Economics Group may modify this Agreement upon providing notice by e-mailing Users. Birota Economics Group will also update the “Last Updated” date at the top of the Agreement. By continuing to access or use the Services, you are indicating that you agree to be bound by the modified terms. If the modified terms are not acceptable to you, you must stop accessing and using the Services.

16.15 Questions. If you have any questions regarding these Terms or your use of the Services, please contact us here:

Birota Economics Group

info@assessproject.org

Schedule A – Assessor Qualifications

Assessors must meet the minimum qualifications as described below: