TERMS OF SERVICE

These Terms of Service (“Terms”) between You (defined below) and Canner (defined below) describes the terms and conditions of Your use of Canner’s Services (defined below). BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS, YOU AFFIRM THAT YOU (i) ARE AT LEAST 18 YEARS OF AGE OR OLDER AND (ii) HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS, DO NOT PROCEED ON THE ELECTRONIC ACCEPTANCE PROCESS AND YOUR REGISTRATION PROCESS WILL BE DISCONTINUED. Canner reserves the right, exercised at its sole discretion, to modify, add or delete portions of these Terms from time to time without notice to You, and You further agree to be bound by such modified Terms. The most current version of the Terms can be viewed at https://cannerdata.com/terms/service.

IMPORTANT – PLEASE READ CAREFULLY THE TERMS OF THIS CANNER SOFTWARE LICENSE EVALUATION AGREEMENT (“AGREEMENT”). THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN CANNER CORPORATION (“CANNER”) AND YOU OR THE ENTITY THAT YOU REPRESENT (YOU OR ANY SUCH ENTITY, “LICENSEE”). BY CLICKING ON THE “YES” OR THE “I AGREE” BUTTON, OR BY OTHERWISE USING OR ACCESSING THE CANNER SOFTWARE (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT AND (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BIND LICENSEE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF YOU DO NOT HAVE SUCH AUTHORITY, DO NOT ACCESS OR USE THE CANNER SOFTWARE IN ANY WAY. In such case, you will have no right to use the Software. Canner, with its principal place of business located at 7F - 2, No. 33, Section 1, Minsheng Road, Banqiao District, New Taipei City, 22069, is willing to grant access to the Software on the condition that you accept all the terms of this Agreement. This Agreement begins on the date you click on the “YES” or the “I AGREE” button, or the date you otherwise use or access the Software (the “Effective Date”).

1. DEFINITIONS

“Documentation” means any electronic or printed materials that accompany the Software that provide instructions for the installation, operation and use of the Software. “Licensed User” means an individual with a valid seat license for the CannerFlow product. “Services” means the services and related Software provided by Canner to You under these Terms for CannerFlow. “Software” means certain software applications, in object code format only, that are required for You to use the Services and licensed to You subject to these Terms. “Canner” means Canner Inc. and its successors and assigns. “Canner Account” means a user account created with Canner or installed version of Canner’s products in any environment that uniquely identifies You with a user name and password. “Third Party Software” means certain software that Canner licenses from third parties and provides to You incorporated into the Software. “You or Your” means you as a Licensed User or an employee or agent of a legal entity that is authorized to represent and legally bind such entity to these Terms.

2. REGISTRATION

To use the Services, You may be required to complete the online registration process, including Your electronic acceptance of these Terms. Canner may reject an online registration by You at its sole discretion and is not obligated to provide a reason for its rejection.

3. END USER LICENSE AGREEMENT

These end user license terms grant You a right and license to use the Software under certain restrictions, terms and conditions (“EULA”). You agree to be bound by this EULA before using the Software.

4. INTELLECTUAL PROPERTY PROTECTION

Canner or its licensors retain ownership of all proprietary rights in or associated with the Services and these proprietary rights are protected by United States and international copyright and other intellectual property laws and international trade provisions. You acknowledge that the Services may contain unpublished information and embody valuable trade secrets proprietary to Canner and/or its licensors. Canner and/or its licensors reserve all rights in the Services not expressly granted herein. The license granted hereunder and Your right to use the Services terminate automatically if You violate any part of the Terms.

5. CONFIDENTIAL INFORMATION

“Confidential Information” means any non-public business or technical information of Canner including, without limitation, any information relating to Canner’s trade secrets or know-how that is designated as “confidential,” either orally or in writing, or that You know or should know is considered confidential or proprietary by Canner. You agree to maintain the Confidential Information in strict confidence and not to use Confidential Information except as expressly authorized by these Terms. You shall ensure that no unauthorized persons shall have access to the Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (i) becomes part of the public domain through no breach of the Terms by You; (ii) is independently developed by You without reference to any Confidential Information; or (iii) is rightfully disclosed to You by a third party without restriction on disclosure.

6. TRADEMARKS

You acknowledge and agree that the term Canner and other related logos and designs provided hereunder (collectively, the “Canner Trademarks”) are the exclusive trademarks of Canner, registered in the United States and elsewhere, and that You shall not use or reproduce the Canner Trademarks without first obtaining a trademark license from Canner. All other trademarks and service marks referenced in the Services or Canner website are the exclusive property of their respective owners. All rights reserved.

7. PRIVACY

Canner’s use of any information provided by You, including without limitation, Registration Data and payment information, is set forth in Canner’s current Privacy Policy, which can be found at https://cannerdata.com/terms/privacy for CannerFlow Products.

8. UPDATES AND SUPPORT

Canner may, from time to time, at its sole discretion, and without any obligation to do so, make updates to the Services available via the Internet or other sources. All such updates shall be deemed to be included within the definition of Services and shall be subject to these Terms. Canner reserves the right to charge fees for any future versions of, or updates to, the Services. If Canner is Your support provider for the Services, You may visit (1) https://res.cannerdata.com/help for CannerFlow Product.

9. USAGE REVIEW

Canner or its designated agent may audit Licensee’s use of the Software, upon notice to Licensee, for purposes of ensuring compliance with this Agreement, provided that Canner provides a request for such audit in writing at least ten (10) days prior to such audit. Licensee agrees to cooperate with any such audit, which shall be conducted during Licensee’s regular business hours. Provided it does not identify Licensee, Canner will be to use for development, diagnostic and corrective purposes any data and information it so collects relating to diagnosis, problems, systems, performance, use or functionality, and may allow others to do so.

10. TERM AND TERMINATION

These Terms shall commence on the date of Your electronic acceptance. For subscription-based Services, these terms continue until the end of Your subscription. You may terminate these Terms at any time by terminating Your subscription, removing the Software and Documentation from Your system, and stopping to use the Services. Canner may immediately terminate these Terms and Your subscription, license, and right to the Services if (i) You breach these Terms; (ii) You, as a legal entity, declare bankruptcy, are involved in any bankruptcy proceedings or are otherwise insolvent; or (iii) Canner decides, at its sole discretion, to discontinue offering the Services, in which case Canner shall notify You in advance, whenever possible, and provide You with alternative plans or options to minimize any inconvenience that may be caused by such termination. Canner shall not be liable for any damages resulting from a termination of these Terms as provided for herein. Upon termination of these Terms: (a) all license rights granted hereunder will automatically terminate without further notice to You; and (b) You will immediately discontinue all access to and use of the Services and destroy the Software and Documentation, and all copies thereof. Sections 1, 4, 5, 6, 7, 9, 10, 11, 12, 13, 14 and 16 shall survive the expiration or termination of these Terms in full force and effect.

11. DISCLAIMER OF WARRANTIES

THE SERVICES, SOFTWARE, ANY UPDATES THERETO, ANY DOCUMENTATION AND INFORMATION ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND. CANNER, ON BEHALF OF ITSELF AND ITS LICENSORS, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND ANY SAMPLE, SPECIFICATION OR PROPOSAL PROVIDED BY CANNER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. CANNER DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, SATISFACTORY QUALITY OF THE SERVICES OR THAT THE SERVICES WILL BE FREE OF DEFECTS, RUN ERROR-FREE OR UNINTERRUPTED, MEET YOUR REQUIREMENTS, BE FREE OF VIRUSES OR THAT CANNER WILL CORRECT ALL ERRORS. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. SOME LAWS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO, TO THAT EXTENT, THIS LIMITATION MAY NOT APPLY TO YOU.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL CANNER, OR ITS LICENSORS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OR IN CONNECTION WITH THESE TERMS, IRRESPECTIVE OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION) OR PRODUCT LIABILITY, EVEN IF CANNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN NO EVENT WILL CANNER’S CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED FIFTY DOLLARS (US$50).

13. INDEMNIFICATION

You hereby agree, at Your sole expense, to indemnify, defend and hold Canner and its affiliates, employees, officers, directors, owners, information providers, agents, licensees, licensors (the “Indemnified Parties”) harmless from and against any and all liabilities, claims, costs, including reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any demand, claims, action, suit, or loss arising as a result of (a) any breach by You of these Terms or claims arising from Your Canner Account; (b) any fraud or manipulation by You; (c) a third-party claim, action or allegation of infringement based on information, data, files or other content submitted by You; or (d) any claims of credit card fraud based on any information released by You. You agree to use best efforts to cooperate with Canner in the defense of any demand, claim, action or suit. Canner reserves the right to assume the exclusive defense of any matter subject to indemnification by You at Canner’s own expense.

14. EXPORT CONTROLS

You acknowledge and agree that the Services licensed under these Terms are subject to the export control laws and regulations of the United States (including, without limitation, the Export Administration Regulations (“EAR”), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls.). You shall, at Your own expense, comply with all applicable laws, ordinances, regulations, rules and other requirements. You shall not, without prior U.S. government authorization, export, re-export or transfer any Software, Services or technology subject to these Terms, either directly or indirectly (i) into any country subject to a U.S. trade embargo or to any resident or national of any such county, or (ii) to any person or entity listed on the “Entity List” or “Denied Persons List” maintained by the U.S. Department of Commerce or the list of “Specifically Designated Nationals and Blocked Persons” maintained by the U.S. Department of Treasury. By downloading Software or using the Services, You are agreeing to the foregoing and You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list.

15. HIGH-RISK USE

You hereby acknowledge that the Services are not designed or intended for access and/or use in or during high-risk activities and shall not be used in connection with any system where malfunction can reasonably be expected to result in personal injury, death or damage to property, environment or business. Without limiting the foregoing, the Services shall not be used in connection with any life support system. Canner and its licensors hereby expressly disclaim any express or implied warranty of fitness for such purposes. You agree to hold Canner and its officers, directors, employees, affiliates and licensors harmless from any claims or losses resulting from any of the foregoing uses of the Services.

16. GENERAL

In certain situations, Canner may “grandfather” customers into the use limitations for which initially subscribed.