knnct Markets Corp. Service Subscription Agreement

For subscribers residing in Arizona, California, Connecticut, Illinois, Iowa, Minnesota, New York, North Carolina, Ohio, Rhode Island, and Wisconsin:

Your Right to Cancel—You may cancel your subscription, without penalty or obligation, at any time prior to midnight of the third business day following the date you subscribed. In the event that you die before the end of your subscription period, your estate shall be entitled to a refund of that portion of any payment you had made for your subscription which is allocable to the period after your death. In the event that you become disabled (such that you are unable to use our Services) before the end of your subscription period, you shall be entitled to a refund of that portion of any payment you had made for your subscription which is allocable to the period after your disability by providing the company notice in the same manner as you request a refund as described above in Section 8.

This Agreement was last updated on and is effective as of: June 15, 2021.

This Agreement is effective between You and Us as of the date of Your acceptance of this Agreement.

This Service Subscription Agreement (“Agreement”) is by and between knnct Markets Corp. and its Affiliates (collectively, “knnct”) and the subscriber set forth on the applicable Service Order (“Subscriber”). This Agreement sets forth the terms pursuant to which Subscriber will be permitted to use certain of knnct’s web-based and Mobile Applications.

UPON DELIVERY OF THE SERVICE ORDER BY KNNCT TO THE SUBSCRIBER AND THE PAYMENT BY SUBSCRIBER TO KNNCT FOR THE SERVICES IDENDTIFIED IN THE SERVICE ORDER, THIS AGREEMENT SHALL BE DETERMINED TO BE IN FULL FORCE AND EFFECT. UPON DELIVERY OF THE SERVICE ORDER AND PAYMENT OF THE AMOUNTS IDENTIFIED IN THE SERVICE ORDER AND BY YOUR ACCEPTANCE OF THIS SERVICE AGREEMENT. IF YOU, AS THE SUBSCRIBER, ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT DELIVERY OF THE SERVICE ORDER OR MAKE PAYMENT TO KNNCT FOR THE SERVICES AND MAY NOT USE THE KNNCT.COM SERVICES.

You may not access the knnct.com Service if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the knnct.com Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

1. DEFINITIONS

“Account” means a unique account created for Subscriber to access the Services.

“Add-On Services” means additional services that may be added to the Services.

“Affiliate” means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

“Device” shall mean any device (including without limitation, computer of any nature, table, or smartphone) that Subscriber accesses the Services.

“Effective Date” means the date the Service Order is deemed to be accepted by Subscriber.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world, in each case, for their full term and together with any renewals or extensions.

“knnct.com” means www.knnct.com.

“knnct Free Services” means the Services provided by knnct to Subscriber who is a broker using knnct Services for the purposes of posting and listing mortgage deals to connect and identify lender Subscribers that would provide a mortgage loan in respect of that mortgage deal.

“knnct Services” means the Services provided by knnct to Subscriber, as identified in one or more Service Orders regardless of whether those Service relate to mortgage origination or to mortgage sales. The Services include the use of web-based applications, Mobile Applications (if applicable), technical support, and documentation such as user manuals and online help files.

“knnct.com Service” means the online, Web-based service or Mobile Application as described in this Agreement and the Terms and Conditions, and access as provided by Us via http://www.knnct.com or by Mobile Application to You free of charge following Your online acceptance of, and subject to the terms of, this Agreement.

“Mobile Application” means each copy of the knnct Services using a mobile application (as upgraded from time to time) downloaded by Subscriber and installed on a mobile device by Subscriber for business purposes.

“Professional Services” means services provided by knnct to Subscriber such as matching mortgage brokers and lenders, facilitating the sale of mortgages, matching mortgage sellers with buyers, onboarding support, technical support, etc.

“Scope Limitations” means the limitations on Subscriber’s use of the Services specified in one or more applicable Service Orders. Scope Limitations may include limits on the volume of transactions or offers processed by the Services, and/or a maximum number of users or seats, maximum number of devices, profiles, access to Third-Party Applications or such other limits as set forth in the Service Order.

“Sensitive Information” means any passwords, credit scores, credit card or debit card information, personal financial or financial account information, personal health information, social security or social insurance numbers, passport or identification numbers, driver’s license numbers, addresses, employment records, housing records, physical or mental health condition or information, any information that would classify as “Special Categories of Information” under EU data protection laws, or any other information that would be subject to Health Insurance Portability and Accountability Act (HIPAA), the Payment Card Industry Data Security Standards (PCI DSS), or other laws, regulations, the MISMO Mortgage Industry standards, or industry standards designed to protect similar information.

“Services” means, collectively, knnct.com Services, knnct Free Services, knnct Services, Add-On Services and Professional Services.

“Service Order” means a document setting out the specific details of one or more specific Services (and costs of such Services) to be provided to Subscriber, which is agreed upon and signed by both parties and/or provided by knnct to the Subscriber.

“Sites” means https://www.knnct.com, as applicable.

“Subscriber Data” means the data inputted to the Services by or on behalf of the Subscriber for the purpose of using the Services or facilitating Subscriber’s use of the Services.

“Subscription Term” means the Subscription Term set forth in the applicable Service Order for the Services.

“Third-Party Application” means a web application that is provided by a third party and interoperates with the knnct.com Service, including but not limited to those listed on knnct.com.

“Terms and Conditions” means the online terms and conditions as found on knnct.com for the knnct.com Service, accessible via http://www.knnct.com, as updated from time to time.

“We,” ” Us” or ” Our” means knnct Markets Corp. a Canadian corporation located at 31 Remington Drive, Toronto, Ontario M9A 2J5 Canada.

“You” or “Your” means you, the individual accepting this Agreement, and/or if applicable the company or other legal entity for which You are accepting this Agreement.

“Your Data” means all electronic data or information submitted by You to the knnct.com Service.

2. PROVISION AND USE OF KNNCT.COM SERVICE

2.1 Provision of knnct.com Service. We shall make a subscription of the knnct.com Service available to You subject to the terms of this Agreement, the Terms and Conditions and Scope Limitations. Your subscription is for Your use only and cannot be shared or used by anyone else. We may suspend or terminate Your access to the knnct.com Service immediately without any liability, upon notice to You, if in Our sole judgment You have violated the terms of this Agreement or the Terms and Conditions. We may also suspend or terminate Your use of the knnct.com Service, or condition Your continued use on additional terms communicated to You, in the event Your continued use, in Our sole judgment, poses an undue or disproportionate burden on the knnct.com Service, Our systems, or Our networks. We may modify the functionality of the knnct.com Service and its application programming interface at any time in Our sole discretion, and such modifications could result in a loss of Your Data associated with that functionality.

Your use of the knnct.com Service is at Your sole risk.

2.2 Service Orders. Once executed by both parties, each Service Order will be a unique agreement that incorporates the terms of this Agreement and stands alone with respect to all other Service Orders. If there is a conflict between the terms of this Agreement and the terms of a Service Order, the terms of this Agreement and the guarantee (Section 4.5 Guarantee) will control unless the Service Order states that a specific provision of this Agreement will be superseded by a specific provision of the Service Order. knnct will provide, and Subscriber will pay for, all Services set out in each Service Order, subject to the terms of the Service Order and this Agreement.

2.3 Your Responsibilities. You shall (i) be responsible for Your compliance with this Agreement and all activities occurring within or from Your account, (ii) be solely responsible for the means by which You acquired Your Data and the accuracy, quality, integrity and legality of, and for, and Your use of the knnct.com Service (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the knnct.com Service, and notify Us promptly of any such unauthorized access or use, and (iv) use the knnct.com Service only in accordance with the Terms and Conditions and applicable laws and government regulations. You shall not (a) sell, resell, rent or lease the knnct.com Service, (b) use the knnct.com Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (c) use the knnct.com Service to store or transmit malicious code or malware, or to engage in phishing or other fraudulent activity, (d) interfere with or disrupt the integrity or performance of the knnct.com Service or third-party data contained therein, or (e) attempt to gain unauthorized access to the knnct.com Service or Our systems or networks.

In addition, in using the knnct.com Services and/or knnct Free Service, You shall not:

impersonate any other person;
falsely say or imply that You are associated with another person or entity;
falsely say or imply that You are licensed or registered or are otherwise qualified to be using the Services;
submit Subscriber Data or information or provide offers to other Subscribers knowing that data, information or offer is false or incorrect;
submit content in exchange for payment or other consideration from another person or entity, or otherwise use the knnct.com Service in connection with unsolicited commercial messages;
violate any anti-spam or similar law;
collect information about other knnct.com Service users without their express consent;
use the knnct.com Service if You are under 18;
use, access, or publish any Data from the knnct Platform except for the purpose for which that Data is provided to members of the knnct Platform;
circumvent or attempt to circumvent the Services;
use the Services to obtain the personal and confidential information of other parties for any reason whatsoever except for the express lawful purpose of your role as a Subscriber and in accordance with the rules and regulations that govern your activity as a lender or as a broker (respectively);
use or enable the use of any automated system that calls to the knnct.com Service more frequently than may reasonably be performed by a human user using a standard web browser; or
submit any data, information or other Data or link to any content that:

infringes or violates the intellectual property or other rights of any person or entity;
intentionally interferes with the operation of the knnct.com Service;
violates anyone’s privacy or publicity rights;
breaches any duty of confidentiality that You owe to anyone;
uses or provides any non-public information about Us or another knnct.com Service user or any other company or person without authorization (including the names and contact information for other knnct.com Service users)
is harassing, defamatory, abusive, lewd, pornographic, obscene or otherwise objectionable;
contains or installs any viruses, worms, bugs, Trojan horses, malware or other code, files or programs designed or having the capability to disrupt, damage or limit the functionality of any software or hardware; or
contains inaccurate or misleading data or information, false or deceptive language, unsubstantiated or comparative claims regarding Your Data or Your posting, Our or others’ products, advertising, commercial referrals, promotional contests or games, chain letters, or any other commercial solicitations.

2.4 Public Email Domains. You understand that to limit the access of Your Data to You and to those to whom You have given permission to access it or to limit the access of Your Data to You and to those to whom Subscribers have given permission to access it, You may not use a public email domain (i.e., an email domain that is generally available for any member of the public to join) for the knnct.com Service. If You were to use a public email domain for the knnct.com Service, any other individuals also using that public email domain in connection with the knnct.com Service may or would have access to Your Data. For Your protection, in the event that You use a public email domain for the knnct.com Service, or if We reasonably believe that You are using a public email domain in Your knnct.com Service account, We may deactivate Your account and/or terminate this Agreement without notice, which may result in the deletion of Your Data.

2.5 Tracking and Analysis. We may track and analyze Your use of the knnct.com Service for the purpose of helping Us improve both the knnct.com Service and Your experience in using the knnct.com Service. We may disclose such data about Your use of the knnct.com Service (“Usage Statistics”) to third parties for the purpose of assisting Us in such tracking and analysis, or as required by law; We will not disclose such Usage Statistics to third parties for any other purpose. Except when required by law, in disclosing Usage Statistics to a third party, We will make such Usage Statistics anonymous so as to not disclose Your identity to such third party.

2.6 Data Analysis and Insights. We may track and analyze Your Data and other Subscriber Data for the purpose of helping Us gain a better understanding of the dynamics and metrics with respect to lending sector. We may disclose such data about the dynamics and metrics with respect to lending sector including patterns and trends of knnct.com users generally and provide insights with respect to those dynamics, metrics, trends and patterns (“Metric Statistics”) to third parties and to users of the knnct.com Service for the purpose of assisting Us, You and other Subscribers in gaining a better understanding of the lending sector, or as required by law; We will not disclose such Metric Statistics to third parties and to users of the knnct.com Service for any other purpose. Except when required by law, in disclosing Metric Statistics to a third party or a user of the knnct.com Services, We will make such Usage Statistics anonymous so as to not disclose specific information with respect to any potential deal that has been posted on the knnct.com Service to such third party or to any other user of the knnct.com Services.

2.7 Data Storage. The amount of Your Data which We retain and/or the time period for which We retain it at no charge, may be limited in Our discretion. Additionally, upon any termination of this Agreement other than conversion of Your knnct.com Service account to a different knnct.com Service account, Your Data may be permanently deleted.

3. THIRD-PARTY PROVIDERS

3.1 Acquisition of Third-Party Products and Services. Any acquisition or use by You of thirdparty products or services, including but not limited to Third-Party Applications or websites or services operated by third parties, and any exchange of data between You and any third-party provider, is solely between You and the applicable third-party provider. We do not warrant or support third-party products or services, whether or not they are designated by Us as “certified” or otherwise, and whether or not You are introduced to such third party products or services by Us or anyone else in connection with Your use of the knnct.com Service.

3.2 Third-Party Applications and Your Data. If You install or enable a Third-Party Application for use with the knnct.com Service, You acknowledge that We may allow the provider of that ThirdParty Application to access Your Data as required for the interoperation or support of such Third-Party Application with the knnct.com Service. We shall not be responsible for any disclosure, modification, use or deletion of Your Data resulting from any such access by a Third-Party Application provider or any other user of the knnct.com Service.

3.3 Third-Party Data Processors. We may, at Our discretion, use third party data processors to assist Us in providing the knnct.com Service, including but not limited to processing and/or storing Your Data at the third party’s site. If We do so, any such third party data processor’s access to and use of Your Data will be limited to the purpose of assisting Us in providing the knnct.com Service.

4. FEES AND PAYMENT

Fees. Subscriber will pay knnct the fees specified in each applicable Service Order. If Subscriber orders additional Services or changes the Services it is receiving, the fees for such additional or changed services will be charged at the then-current pricing for such additional or changed services and commence on the activation date listed in the Service Order. Any resulting change in fees shall be reflected in future invoices. All amounts payable under this Agreement are denominated in in the currency of the country of residence of the Subscriber (unless the Subscriber is notified otherwise), and Subscriber will pay all such amounts in such currency. Except as otherwise provided in this Agreement, fees are non-refundable. There are no refunds or credits for partial months of Services, plan downgrades, or refunds for unused time if Subscriber closes its account before the end of the term of any Service Order.

To the extent that a lender Subscriber is using a free trial period to assess the knnct Platform for mortgage origination opportunities, there will be no fees payable or to be paid during that trial period unless and until that lender Subscriber provides an offer to a broker Subscriber in respect of a mortgage loan and such broker Subscriber notifying that lender Subscriber that they are willing to accept the lender Subscriber’s offer; following that successful acceptance, the lender Subscriber must choose pay fees to access the knnct Platform on either (i) an annual fee basis or (ii) a connect fee basis. To the extent that a lender Subscriber chooses to pay the monthly fee rate in respect of use of the knnct Platform for origination, such fees are due and payable by the lender party immediately upon that election. To the extent that a lender Subscriber chooses to pay the connection fee in respect of use of the knnct Platform for origination, such fees are due and payable by the lender party immediately upon a broker Subscriber notifying the lender subscriber that they are willing to accept the lender subscriber’s offer (with such funds to be repaid by knnct to the lender subscriber in the event that the proposed mortgage loan transaction is not consummated). To the extent that connection fees are payable as a result of a connection that results in a successful transaction relating to a sale of mortgages, such fees are due and payable by the vendor party immediately upon closing of such transaction.

Unless otherwise specified in the Service Order, the Services and any Add-On Services purchased by Subscriber during the Subscription Term, will automatically renew for additional periods equal to the length of the Subscription Term unless either party provides written notice to the other party at least thirty (30) days prior to the expiration of the Subscription Term. knnct reserves the right to increase fees upon renewal or at any time on 90 days’ notice given in accordance with Section 13.1 (Notices); provided, however, that such increase in fees upon a renewal of the Subscription Term shall not exceed 25% over the fees related to the immediately preceding Subscription Term.

4.2 Payment Terms. Unless otherwise specified in the applicable Service Order, Subscriber will pay all amounts due within thirty (30) days of the date of the applicable invoice, except for the payment of an success-based introduction fee which fee is payable immediately upon closing of any successful transaction or for amounts subject to a good faith dispute, provided that (i) Subscriber notifies knnct of any such dispute in writing prior to the date such amounts would otherwise be due; (ii) Subscriber pays any undisputed amounts in accordance with this Section; and (iii) Subscriber cooperates with knnct in promptly resolving such dispute. Except for any amounts disputed by the Subscriber in good faith, any amount not paid when due will be subject to finance charges equal to one and one-half percent (1.5%) of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. Subscriber will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by knnct to collect any amount that is not paid when due. Amounts due from Subscriber under this Agreement may not be withheld or offset by Subscriber against amounts due to Subscriber for any reason.

4.3 Taxes. Other than net income taxes imposed on knnct, Subscriber will bear all taxes, duties, and other governmental charges (collectively, “Taxes”) resulting from its purchase or use of the Services. Taxes will not be deducted from or set off against the fees set forth in the applicable Service Order or invoice.

4.4 No Fees for Mortgage Brokers. The knnct.com Service is currently provided to mortgage brokers using the mortgage origination service at no charge and, accordingly, Subscriber may not receive a Service Order for the knnct.com Service . We reserve the right to change Our pricing policies for the knnct.com Service at any time on 90 days’ notice given in accordance with Section 13.1 (Notices).

4.5 Guarantee. knnct agrees to pay You, as a Subscriber, an amount equal to the amount that you paid as a fee for an annual subscription (“annual subscription fee”) to knnct in the event that you fail receive an amount in fees, interest payments or other payments generated through deals attributable to your subscription to the knnct.com Services equal to 100% of the annual subscription fee paid by you during the time period relating to the annual subscription(the “Guarantee Refund”), subject to the limitations, exclusions and conditions identified in the knnct Guarantee Terms (the “knnct Guarantee Terms”). To the extent that You are a Subscriber that is not paying an annual subscription fee, the knnct Guarantee Terms do NOT apply to You. You must comply with all of the requirements and conditions in these knnct Guarantee Terms in order to be eligible to receive a Guaranteed Refund. Your failure to fully comply will prevent You from receiving a Guaranteed Refund.

5. ACCESS AND LICENSES

5.1 Your Access to the Services.

a. During the Term of this Agreement, Subscriber may access and use the Services pursuant to the Terms and Conditions and the terms and conditions of this Agreement, as such policies or agreements may be updated from time to time.

b. knnct retains all right, title, and interest in and to the Services, including without limitation all software used to provide the Services and all logos and trademarks reproduced through the Services, and this Agreement does not grant You any Intellectual Property rights in the Services or any of its components.

b. You shall not (i) permit any third party to access the knnct.com Service except as permitted in writing by Us, (ii) create derivate or competitive works based on the knnct.com Service, (iii) copy, frame or mirror any part or content of the knnct.com Service, (iv) reverse engineer the knnct.com Service, or (v) access the knnct.com Service in order to build a competitive product or service or to copy any features, functions or graphics of the knnct.com Service.

5.2 Your License to Us. You grant Us a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into Our services any suggestions, enhancement requests, recommendations or other feedback provided by You, including users, relating to the operation of Our services. You also grant to Us a royalty-free, worldwide, transferable, sublicenseable license to use and display Your Data for the purposes of providing the knnct.com Service, and to transfer such data to other Users and to third party service providers used by Us in providing the knnct.com Service.

6. PROPRIETARY RIGHTS

6.1 Our Proprietary Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the knnct.com Service, including all related Intellectual Property Rights subsisting therein. We grant no rights to You hereunder other than as expressly set forth herein.

6.2 Your Applications and Code. If You create applications, interfaces or program code using the knnct.com Service, You authorize Us to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Us to provide the knnct.com Service in accordance with this Agreement. Subject to the above, We acquire no right, title or interest from You or Your licensors under this Agreement in or to such applications, interfaces or program code, including any Intellectual Property Rights therein.

6.3 Your Data. Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You (or Your licensors) under this Agreement in or to Your Data, including any Intellectual Property Rights therein.

7. EXCLUSION OF WARRANTIES

WE MAKE NO WARRANTIES OF ANY KIND WITH RESPECT TO THE KNNCT.COM SERVICE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT DATSA PROVIDED BY OTHER USERS WILL BE FACTUALLY CORRECT OR ACCURATE OR THAT YOUR USE OF THE KNNCT.COM SERVICE WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF THE KNNCT.COM SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR.

8. INDEMNIFICATION

You shall indemnify Us for any damages, costs, and expenses arising out of any claim, demand, suit, or proceeding (“Claim“) made or brought against Us by a third party alleging that Your Data infringe or misappropriate the Intellectual Property Rights of a third party or violate applicable law, or arising out of Your use of the knnct.com Service in violation of this Agreement or applicable law, and for reasonable attorney’s fees incurred by Us in connection with any such Claim.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, WE SHALL HAVE NO LIABILITY FOR LOSS OF PROFITS, REVENUE OR DATA (INCLUDING, WITHOUT LIMITATION, THE ACCURACY OR CORRECTNESS OF ANY DATA) OR FOR INTERRUPTIONS IN SERVICE.

10. TERM AND TERMINATION

10.1 Term. This Agreement commences on the date You accept it and continues until its termination in accordance with Section 10.2 (Termination).

10.2 Termination. You may terminate Your knnct.com Service without cause at any time upon notice to Us. We may terminate Your knnct.com Service (a) at any time without cause upon 30 days’ notice to You, or (b) immediately without notice as set forth in Section 2.1 (Provision of knnct.com Service) or 2.4 (Public Email Domains). Upon any termination of Your knnct.com Service, this Agreement shall also terminate, subject to Section 10.4 (Surviving Provisions).

10.3 Deletion of Data Upon Termination. Your Data will be permanently deleted upon any termination of this Agreement unless, prior to or concurrent with such termination, You enter into a new agreement with knnct.com for continuation of the knnct.com Service, i.e., Your Data and Your specific knnct.com Service customizations held by Us in a logically separated database (i.e., a database segregated through password-controlled access).

10.4 Surviving Provisions. Sections 6 (Proprietary Rights), 7 (Exclusion of Warranties), 8 (Indemnification), 9 (Limitation of Liability), 12 (Relationship to Other Agreements), and 13 (General Provisions) shall survive any termination or expiration of this Agreement.

11. CHANGES TO TERMS

We may make changes to this Agreement from time to time. When these changes are made, We will make a new copy of the Agreement available on this web page with a notation indicating the date on which this Agreement was last updated. You understand and agree that if You use the knnct.com Service after the date on which this Agreement has changed, Your use will signify Your acceptance of the updated Agreement.

12. RELATIONSHIP TO OTHER AGREEMENTS.

You may be or may become entitled to receive access to other knnct online services under a separate agreement with knnct. In such case, that separate agreement will govern Your access to such other knnct online services, but will not govern Your access to the knnct.com Service. This Agreement will govern Your access to the knnct.com Service but not Your access to other knnct online services.

13. GENERAL PROVISIONS

13.1 Notices. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery, (b) the second business day after mailing, (c) the second business day after sending by confirmed facsimile, or (d) the first business day after sending by email. Notices to Us shall be addressed to the attention of knnct Markets Corp., 31 Remington Drive, Toronto, Ontario M9A 2J5 Canada, Attention: VP, Operations, with a copy to Our General Counsel.

Notices to You shall be addressed to the address designated by You for Your relevant knnct.com Service account as identified in your profile or upon registration as a Subscriber.

13.2 Governing Law and Jurisdiction. This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the internal laws of the Province of Ontario and controlling Canadian federal law, without regard to their conflicts of laws rules or the United Nations Convention on the International Sale of Goods.

13.3 Venue; Waiver of Jury Trial. The provincial and federal courts located Toronto, Ontario shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

13.4 Confidentiality. As used herein, “Confidential Information” means all information exposed or provided to You by Us (a) within the knnct.com Service, or (b) otherwise that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to the knnct.com Service and the Terms and Conditions. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Us, (ii) was known to the You prior to its disclosure by Us without breach of any obligation owed to Us, as demonstrated by written records, (iii) is received from a third party without breach of any obligation owed to Us, or (iv) was independently developed by You without reference to the Confidential Information, as demonstrated by written records. Except as otherwise permitted in writing by Us, You shall not disclose or use any Confidential Information of Ours for any purpose outside the scope of this Agreement. If You are compelled by law to disclose any Confidential Information, You shall give Us prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Our cost, if We wish to contest the disclosure.

Notwithstanding anything to the contrary in this Agreement, Usage Statistics are not Confidential Information and do not constitute Your Data.

13.5 Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the knnct.com Service. Without limiting the foregoing, (a) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (b) it shall not access or use the knnct.com Service in violation of any U.S. export embargo, prohibition or restriction.

13.6 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

13.7 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

13.8 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

13.9 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

13.10 Assignment. You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of SFDC. SFDC may assign this Agreement, in whole or in part, without Your consent in its sole discretion. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the nonassigning party’s election, termination of this Agreement upon written notice to the assigning party.

Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.11 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted.