TERMS AND CONDITIONS OF SERVICE

These Terms and Conditions of Service (the “Agreement”) govern your access to and use of the SharpSigma Inc. website, digital platforms, portals, forms, tools and related online services (collectively, the “Website”) and your request for, purchase, receipt or use of services, deliverables, products, manufactured parts or other work provided, arranged, coordinated or facilitated by SharpSigma Inc. (collectively, the “Services”), however initiated, including through the Website, telephone, email, quotation, purchase order, electronic communication or any other means.

In this Agreement, “SharpSigma Inc.,” “SharpSigma,” “we,” “us” and “our” mean SharpSigma Inc. and, where applicable, its affiliates, authorized representatives, successors and permitted assigns. “You,” “your,” “Customer” or “Client” means the individual or entity accessing the Website, requesting a quotation, submitting information, placing an order, engaging SharpSigma or otherwise purchasing or using the Services.

The Services may include engineering, manufacturing, manufacturing sourcing, supplier management, supplier development, quality engineering, operational excellence, technical consulting, audits, assessments, inspection, validation, project and program support, automation, artificial intelligence-enabled services, training, documentation, manufactured components and assemblies, procurement support, technical analysis and other professional, industrial or commercial services.

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE WEBSITE, CREATING AN ACCOUNT, SUBMITTING INFORMATION OR FILES, REQUESTING OR ACCEPTING A QUOTATION, ISSUING A PURCHASE ORDER, AUTHORIZING SHARPSIGMA TO BEGIN WORK, MAKING PAYMENT, ELECTRONICALLY ACCEPTING AN ORDER OR OTHERWISE ENGAGING SHARPSIGMA, YOU REPRESENT AND WARRANT THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT, AGREE TO BE LEGALLY BOUND BY IT, HAVE THE LEGAL CAPACITY TO ENTER INTO A BINDING CONTRACT AND, IF ACTING FOR AN ORGANIZATION, HAVE AUTHORITY TO BIND THAT ORGANIZATION. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT USE THE WEBSITE OR SERVICES.

Any purchase order, procurement condition, supplier-portal term, standard condition of purchase or other document issued by you is accepted solely for administrative convenience and will not modify this Agreement unless SharpSigma expressly agrees to the modification in a writing signed by an authorized representative of SharpSigma Inc. SharpSigma’s acknowledgement of a purchase order, commencement of work, shipment, invoicing or acceptance of payment does not constitute acceptance of additional or inconsistent Customer terms.

1. SERVICES

1.1 Nature of Services

SharpSigma provides and coordinates engineering, manufacturing, quality, operations, sourcing, technical, automation, artificial intelligence and related professional and industrial Services. Depending upon the engagement, SharpSigma may perform Services directly or through manufacturers, suppliers, consultants, laboratories, inspectors, logistics providers, technical specialists, independent contractors or other service providers.

1.2 Partners

SharpSigma may maintain a network of independent manufacturers, suppliers, consultants, laboratories, subject-matter experts, contractors and other service providers, collectively referred to as “Partners.”

Partners are independent businesses unless expressly stated otherwise. Nothing in this Agreement creates an employment, partnership, franchise, agency or joint-venture relationship between a Partner and SharpSigma or between a Partner and the Customer.

SharpSigma may select, engage, replace or reassign Partners where SharpSigma reasonably considers such action appropriate for performance of the Services.

Unless SharpSigma expressly agrees otherwise in writing, the Customer has no right to require the engagement of any particular Partner or to obtain the identity, pricing, margin, quotation, cost structure or commercial terms of a Partner.

1.3 SharpSigma Network Information

Partner identities, capabilities databases, pricing information, supplier quotations, commercial arrangements, sourcing methodologies, supplier evaluations, internal scores, qualification criteria, consultant evaluations, matching logic and allocation methodologies constitute confidential and proprietary information of SharpSigma except to the extent such information was demonstrably known to the Customer independently of SharpSigma.

1.4 Customer Responsibilities

You are responsible for providing complete, accurate and current information required for performance of the Services.

You are responsible for verifying drawings, models, dimensions, tolerances, specifications, quantities, materials, revision levels, standards, acceptance criteria, regulatory requirements, intended applications, critical characteristics, special characteristics and safety requirements supplied by you or on your behalf.

SharpSigma may rely upon Customer-supplied information without independently verifying it unless independent verification is expressly included in the agreed scope.

SharpSigma is not responsible for delays, additional costs, nonconformities, failures or losses resulting from inaccurate, incomplete, conflicting, obsolete or delayed Customer information.

1.5 Safety-Critical and Special Applications

You must disclose in writing before SharpSigma accepts an order if any Part, deliverable or Service will be used in an application involving a reasonably foreseeable risk of death, serious bodily injury, significant environmental harm, critical infrastructure, aerospace flight safety, medical life-support, nuclear systems, autonomous safety functions, defence-controlled applications or another safety-critical application.

Failure to make such disclosure constitutes a material breach of this Agreement.

SharpSigma’s acceptance of an order without knowledge of such an application does not constitute approval of the Part or deliverable for that application.

2. ACCOUNTS AND WEBSITE ACCESS

2.1 Registration

Certain Services may require an account. You must provide accurate, current and complete registration information.

2.2 Account Security

You are responsible for reasonable security of credentials issued to you and must promptly notify SharpSigma of suspected unauthorized access.

2.3 Suspension

SharpSigma may restrict, suspend or terminate access where reasonably necessary to protect its systems, Customers, Partners, intellectual property, confidential information or legal interests or to address non-payment, suspected fraud, security threats, misuse or breach of this Agreement.

3. QUOTATIONS AND ORDERS

3.1 Requests

A request for quotation does not obligate SharpSigma to accept an engagement.

3.2 Quotes

SharpSigma may provide a quotation, proposal, estimate, statement of work or similar commercial document, collectively a “Quote.”

Unless expressly stated otherwise, Quotes are based upon information and assumptions available when issued.

Unless otherwise stated, a Quote expires thirty (30) days after issuance and may be withdrawn before acceptance.

3.3 Quote Assumptions

Express assumptions and reasonably apparent commercial assumptions upon which a Quote depends form part of the Quote.

SharpSigma may revise pricing, schedule, scope or other terms where information subsequently provided by the Customer materially changes those assumptions.

3.4 No Benchmarking or Reverse Engineering

Unless SharpSigma expressly agrees otherwise, Quotes, pricing analyses and sourcing proposals are provided solely for evaluation of purchasing Services from SharpSigma.

You may not use confidential or non-public information contained in a SharpSigma Quote to reverse engineer SharpSigma’s pricing methodology, circumvent SharpSigma, solicit a Partner introduced through SharpSigma, reproduce SharpSigma’s sourcing methodology or obtain substantially identical Services directly from an introduced Partner in circumvention of SharpSigma.

3.5 Formation of Order

No binding obligation to perform Services arises until SharpSigma accepts an order through written confirmation, electronic acceptance, commencement of specifically authorized work or another clear form of acceptance.

3.6 Specifications

The drawings, models, dimensions, tolerances, standards, materials, quantities, revision levels, inspection requirements, deliverables and other written requirements accepted by SharpSigma are collectively the “Specifications.”

The Customer is responsible for ensuring the Specifications completely and accurately describe its requirements except to the extent SharpSigma expressly assumes responsibility for developing specified requirements.

3.7 Conflicts

Where drawings, CAD models, specifications, purchase orders, notes, emails or other Customer documents conflict, SharpSigma may suspend performance until written clarification is received.

3.8 Changes

No Customer-requested change after order acceptance is binding unless accepted by SharpSigma in writing.

Changes may result in revised pricing, schedules, engineering charges, supplier charges, material charges, scrap charges, inventory charges or cancellation charges.

4. FORECASTS, BLANKET ORDERS AND CAPACITY

4.1 Forecasts

Customer forecasts, projected volumes, anticipated requirements and similar planning information are non-binding unless SharpSigma expressly accepts a volume commitment in writing.

4.2 Capacity

SharpSigma does not reserve manufacturing, engineering or Partner capacity based solely upon forecasts or anticipated orders.

4.3 Blanket Orders

Release schedules under blanket purchase orders are subject to SharpSigma’s written acceptance and applicable lead times.

Unless expressly agreed otherwise, SharpSigma is not required to maintain inventory or capacity for uncommitted forecast quantities.

4.4 Excess and Obsolete Inventory

The Customer is responsible for reasonable committed materials, custom inventory, work in progress and non-cancellable Partner commitments rendered excess or obsolete because of Customer cancellation, engineering change, forecast reduction, delayed release or other Customer-directed change.

5. CANCELLATION AND CUSTOMER DELAY

5.1 Cancellation

Accepted orders may not be cancelled without SharpSigma’s written consent.

If cancellation is accepted, the Customer remains responsible for Services performed and reasonable commitments incurred before cancellation becomes effective.

5.2 Customer Delay

Where the Customer fails to provide required information, approval, access, materials or decisions, SharpSigma may suspend, reschedule or reprice the Services.

5.3 Extended Delay

SharpSigma may revise pricing where Customer delay materially affects supplier pricing, material costs, labour availability, exchange rates, transportation costs or capacity.

5.4 SharpSigma Cancellation

SharpSigma may refuse, suspend or cancel work where performance may be unlawful, unsafe, technically infeasible or commercially unreasonable or where there is suspected infringement, fraud, sanctions exposure, export-control risk, non-payment or material Customer breach.

6. MANUFACTURING AND SOURCING

6.1 Manufacturing

Where SharpSigma agrees to supply manufactured Parts, SharpSigma will use commercially reasonable efforts to have them manufactured in material accordance with accepted Specifications.

6.2 Additional Quality Requirements

PPAP, APQP documentation, first article inspection, CMM reports, material certification, capability studies, MSA, destructive testing, laboratory testing, source inspection, regulatory certification, special-process certification and comparable requirements are included only where expressly stated in the Quote.

6.3 Manufacturability

Manufacturability feedback does not transfer design responsibility to SharpSigma.

6.4 Design Responsibility

Where the Customer supplies or controls a design, the Customer remains responsible for design adequacy, intended use, safety, regulatory compliance and fitness for application except where SharpSigma expressly assumes a specified responsibility in writing.

6.5 Deviations

SharpSigma will not knowingly implement a material deviation from an expressly accepted Specification without Customer authorization, except where immediate action is reasonably necessary to prevent an unlawful or unsafe condition.

6.6 Subcontracting

You authorize SharpSigma to subcontract Services to Partners and to provide Partners with information reasonably required to perform those Services.

6.7 Partner Performance

SharpSigma will exercise commercially reasonable judgment in Partner selection but does not guarantee uninterrupted availability, capacity or continued participation of any particular Partner.

7. CUSTOMER-SUPPLIED MATERIAL AND PROPERTY

7.1 Customer-Supplied Material

Where the Customer supplies material, components, tooling, equipment or other property, the Customer warrants that such property is suitable, conforming, safe and appropriate for the intended process unless inspection or validation is expressly included in SharpSigma’s scope.

7.2 Yield and Process Loss

Customer-supplied material may be subject to commercially reasonable manufacturing loss, setup consumption, destructive testing, process scrap or yield variation.

SharpSigma is not responsible for ordinary process loss reasonably inherent in the agreed manufacturing process.

7.3 Defective Customer Material

Additional costs caused by defective, inconsistent, contaminated, incorrectly identified or otherwise unsuitable Customer-supplied material are payable by the Customer.

8. TOOLING AND STORAGE

8.1 Tooling

Payment of tooling charges does not automatically transfer proprietary fixture designs, manufacturing methods, software, programs, processes or Partner know-how.

8.2 Storage

SharpSigma may charge reasonable storage fees for Customer property remaining in its or a Partner’s possession beyond an agreed period because of Customer delay.

8.3 Abandoned Property

After reasonable written notice and to the extent permitted by law, SharpSigma may return, store, recycle or dispose of property that remains uncollected for an extended period, with reasonable resulting costs payable by the Customer.

9. PROFESSIONAL SERVICES

9.1 Professional Judgment

Engineering, consulting, quality, operational, sourcing, auditing and advisory Services involve professional judgment based upon the agreed scope and information available at the relevant time.

No recommendation guarantees a particular technical, financial, operational, certification or commercial result.

9.2 Customer Decisions

Unless expressly delegated in writing, final responsibility for engineering release, production release, business decisions, product approval, regulatory submissions and implementation remains with the Customer.

9.3 Audits

An audit or assessment reflects conditions observed within its agreed scope and period and does not guarantee future compliance, supplier performance, product conformity or absence of undiscovered deficiencies.

9.4 Certification

Unless SharpSigma is expressly acting as an appropriately accredited certification body, consulting or audit-readiness Services do not constitute certification and do not guarantee certification.

9.5 Reliance

Customer-specific professional deliverables may not be materially modified or relied upon for another product, process, facility, application or project without appropriate technical review.

10. ARTIFICIAL INTELLIGENCE AND AUTOMATION

10.1 AI-Assisted Services

SharpSigma may use artificial intelligence, automation, algorithms and software to assist estimating, analysis, supplier matching, document review, quality analysis, risk assessment, scheduling and other Services.

10.2 Preliminary Outputs

Automatically generated pricing, technical outputs, recommendations and assessments are preliminary unless expressly identified by SharpSigma as final.

10.3 Human Review

The Customer is responsible for appropriate review before using AI-assisted outputs for safety-critical, regulatory or production-release decisions unless SharpSigma expressly assumes that responsibility.

10.4 Customer Information

SharpSigma will not intentionally use Customer Confidential Information to train publicly available general-purpose AI models without authorization.

SharpSigma may use appropriately secured third-party and enterprise systems reasonably necessary to provide the Services.

10.5 De-Identified Information

SharpSigma may create and use aggregated or appropriately de-identified information for internal analytics, quality improvement, benchmarking, pricing, process improvement and development of SharpSigma systems where such information does not reasonably identify the Customer or disclose Customer Confidential Information.

11. PRICING AND PAYMENT

11.1 Prices

Prices are those stated in the accepted Quote.

Any mandatory non-governmental charges applicable to an order will be disclosed as part of the applicable price or Quote before the Customer becomes bound to the extent required by applicable law.

11.2 Payment

Unless otherwise stated, invoices are due thirty (30) days from invoice date.

SharpSigma may require deposits, advance payment, milestone payment or other reasonable credit arrangements.

11.3 Invoice Disputes

Good-faith invoice disputes must be submitted in writing within fifteen (15) days after receipt. Undisputed amounts remain payable.

11.4 No Set-Off

Except where prohibited by law or expressly agreed by SharpSigma, the Customer may not unilaterally debit, deduct, offset, charge back or withhold amounts owed to SharpSigma.

11.5 Interest

Overdue undisputed amounts accrue interest at the lesser of 1.5% per month, equivalent to 18% annually, or the maximum lawful rate.

11.6 Collection

The Customer will reimburse reasonable costs of collecting undisputed overdue amounts to the extent permitted by law.

11.7 Taxes

Applicable taxes, duties and tariffs are payable by the Customer except taxes imposed on SharpSigma’s net income.

11.8 Cost Changes

Where extraordinary changes in foreign exchange, tariffs, duties, freight, commodities, energy, regulatory requirements or third-party charges materially alter the commercial basis of an order before the affected cost has been irrevocably committed, SharpSigma may propose revised pricing.

12. TITLE, DELIVERY AND RISK

12.1 Delivery Estimates

Delivery and completion dates are estimates unless expressly guaranteed in writing.

12.2 Title

To the maximum extent permitted by applicable law, title to manufactured Parts supplied by SharpSigma remains with SharpSigma Inc. until SharpSigma has received payment in full for those Parts.

Retention of title does not prevent risk of loss from transferring earlier under the applicable shipping terms.

12.3 Shipping

Applicable Incoterms®, shipping terms and transfer of risk may be stated in the Quote or order confirmation.

12.4 Partial Delivery

SharpSigma may make commercially reasonable partial deliveries unless expressly prohibited by the accepted order.

13. INSPECTION AND ACCEPTANCE

13.1 Inspection

The Customer must inspect Parts promptly following receipt.

Visible shortages, transportation damage and reasonably discoverable nonconformities must be reported in writing within ten (10) business days after delivery unless another period is expressly agreed.

13.2 Deemed Acceptance

To the maximum extent permitted by applicable law, Parts and tangible deliverables are deemed accepted regarding reasonably discoverable conditions if SharpSigma does not receive a sufficiently detailed written rejection within the inspection period.

13.3 Latent Defects

Deemed acceptance does not waive a valid claim for a latent manufacturing defect that could not reasonably have been discovered during inspection and that is reported within the applicable warranty period.

13.4 Investigation

SharpSigma must be given a reasonable opportunity to investigate an alleged nonconformity.

13.5 Unauthorized Corrective Action

SharpSigma is not responsible for sorting, containment, rework, scrap, replacement, expedited transportation or other corrective costs incurred without prior written authorization except where emergency action was reasonably necessary to prevent imminent safety harm.

14. WARRANTY AND EXCLUSIVE REMEDY

14.1 Services

SharpSigma warrants that professional Services performed directly by SharpSigma will be performed in a professional and workmanlike manner consistent with the expressly agreed scope.

14.2 Manufacturing

Unless otherwise expressly agreed, manufactured Parts are warranted for thirty (30) days following delivery against material manufacturing workmanship defects and material nonconformance to accepted Specifications.

14.3 Exclusions

The warranty does not apply to Customer design error, incorrect Specifications, Customer-supplied material, improper storage, installation, handling, misuse, unauthorized modification, ordinary wear, operation outside specified conditions or damage after transfer of risk.

14.4 Exclusive Commercial Remedy

Subject to rights that cannot lawfully be excluded, SharpSigma’s obligation for a verified warranty claim is limited, at SharpSigma’s option, to repair, rework, replacement, credit or refund of the amount paid for the affected Part or affected Service.

14.5 Implied Terms

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL CONDITIONS, WARRANTIES, DUTIES AND LIABILITIES THAT WOULD OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE ARE EXCLUDED OR VARIED TO THE EXTENT NECESSARY TO GIVE EFFECT TO THE EXPRESS TERMS OF THIS AGREEMENT.

Nothing in this Section excludes rights that applicable law prohibits the parties from excluding.

15. INTELLECTUAL PROPERTY

15.1 Customer Content

The Customer retains ownership of its Customer Content.

15.2 Licence

The Customer grants SharpSigma a non-exclusive licence to use Customer Content as reasonably necessary to quote, perform Services, manufacture Parts, coordinate Partners, inspect, transport, maintain records and comply with law.

15.3 Customer Authority

The Customer represents that it has sufficient rights to provide Customer Content and authorize its use.

15.4 SharpSigma Intellectual Property

SharpSigma Inc. retains all rights in its methodologies, frameworks, templates, tools, processes, databases, algorithms, scoring systems, supplier information, pricing methods, software, automation, AI systems, know-how and independently developed intellectual property.

15.5 Deliverables

Unless otherwise expressly agreed, payment gives the Customer the right to use final Customer-specific deliverables internally for their intended purpose but does not transfer SharpSigma’s underlying intellectual property.

16. CONFIDENTIALITY

16.1 Confidential Information

Confidential Information means non-public information identified as confidential or that a reasonable business person would understand to be confidential.

16.2 Protection

Each receiving party will use reasonable safeguards and use Confidential Information only for purposes related to the engagement.

16.3 Authorized Disclosure

SharpSigma may disclose Customer Confidential Information to personnel, professional advisers and Partners who reasonably require access and are subject to appropriate confidentiality obligations.

16.4 Exclusions

Confidentiality obligations do not apply to information lawfully known without restriction before disclosure, independently developed, lawfully obtained without restriction or made public without breach.

16.5 Duration

Confidentiality obligations survive termination for five (5) years after the relevant disclosure, except that obligations concerning trade secrets will continue for so long as the information qualifies as a trade secret under applicable law.

17. PRIVACY, SECURITY AND DATA

17.1 Privacy

SharpSigma will handle personal information in accordance with its Privacy Policy and applicable privacy law.

17.2 Third-Party Processing

SharpSigma may use service providers to process information where reasonably necessary to operate its business or provide Services and will use contractual or other reasonable measures appropriate to the nature of the information and applicable legal requirements.

17.3 Customer Backups

The Customer is responsible for maintaining authoritative backup copies of files, drawings, models, specifications and other information submitted to SharpSigma.

Unless expressly included as a Service, SharpSigma is not a Customer data-archiving or disaster-recovery service.

17.4 Security

SharpSigma will use reasonable administrative, technical and organizational safeguards appropriate to information under its control but does not warrant that electronic systems can be made completely immune from unauthorized access, cyberattack, transmission error or system failure.

18. EXPORT CONTROLS AND SANCTIONS

The Customer must notify SharpSigma before transmitting information subject to export controls, controlled-goods requirements, defence restrictions, ITAR, EAR, sanctions or comparable restrictions.

The existence of an upload function or email address does not constitute authorization to transmit controlled information.

The Customer must provide information reasonably required for legal compliance.

SharpSigma may refuse, suspend or cancel work where reasonably necessary for compliance.

19. NON-CIRCUMVENTION

Where SharpSigma introduces the Customer to a Partner, consultant, manufacturer or supplier that was not demonstrably known to the Customer independently of SharpSigma before the introduction, the Customer will not knowingly use SharpSigma’s Confidential Information or introduction for the primary purpose of circumventing SharpSigma in relation to the same or substantially similar opportunity during the applicable engagement and for twelve (12) months following the most recent material introduction, unless SharpSigma provides written consent.

This Section does not prohibit a bona fide pre-existing relationship independently established by the Customer, general market sourcing not derived from SharpSigma Confidential Information or conduct that applicable law prohibits SharpSigma from restricting.

20. INDEMNIFICATION

To the maximum extent permitted by law, the Customer will indemnify SharpSigma Inc. and its affiliates, directors, officers, employees and authorized representatives against third-party claims, damages, liabilities, losses and reasonable legal costs arising from Customer Content infringing third-party rights; Customer-controlled designs causing injury, property damage, recall, field action or regulatory action; Customer breach; inaccurate regulatory or export information; Customer-supplied materials; or use of Parts contrary to accepted Specifications or disclosed limitations.

This indemnity does not apply to the extent a claim is finally determined to result from SharpSigma’s fraud, wilful misconduct or liability that cannot legally be allocated to the Customer.

21. DISCLAIMER

EXCEPT FOR EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND SUBJECT TO RIGHTS THAT CANNOT LAWFULLY BE EXCLUDED, THE WEBSITE AND SERVICES ARE PROVIDED ON AN “AS AVAILABLE” BASIS.

SHARPSIGMA DOES NOT GUARANTEE THAT EVERY TECHNICAL ISSUE WILL BE IDENTIFIED, THAT EVERY RECOMMENDATION WILL PRODUCE A PARTICULAR RESULT, THAT EVERY DESIGN CAN BE MANUFACTURED, THAT A CUSTOMER DESIGN IS SAFE OR FIT FOR ITS INTENDED APPLICATION, THAT ESTIMATED COSTS OR LEAD TIMES WILL NEVER CHANGE OR THAT SERVICES WILL PREVENT ALL FUTURE FAILURES.

22. LIMITATION OF LIABILITY

22.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHARPSIGMA INC. WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF PROFIT, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY, PRODUCTION, USE, ANTICIPATED SAVINGS OR DATA.

WITHOUT LIMITING THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHARPSIGMA WILL NOT BE LIABLE FOR CUSTOMER OR THIRD-PARTY LINE-DOWN CHARGES, PRODUCTION INTERRUPTION CHARGES, LOSS OF PRODUCTION, RECALL COSTS, FIELD CAMPAIGN COSTS, CUSTOMER PENALTIES, PREMIUM FREIGHT, SORTING COSTS OR CHARGEBACKS EXCEPT TO THE EXTENT SHARPSIGMA EXPRESSLY AGREES IN WRITING TO ACCEPT SUCH LIABILITY.

22.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHARPSIGMA INC.’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO A PARTICULAR ORDER, PROJECT OR STATEMENT OF WORK WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO SHARPSIGMA FOR THE SPECIFIC AFFECTED ORDER, PROJECT OR STATEMENT OF WORK GIVING RISE TO THE CLAIM, EXCLUDING TAXES, DUTIES, FREIGHT AND PASS-THROUGH THIRD-PARTY COSTS.

22.3 Single Aggregate Cap

All claims arising from the same or related facts, events, Parts, Services, failures or series of connected events will constitute a single claim for purposes of applying the liability cap and will not create multiple liability caps merely because claims are asserted under different legal theories, by different departments of the same Customer or at different times.

22.4 Website

For claims relating solely to unpaid Website use, SharpSigma’s aggregate liability will not exceed CAD $500.

22.5 Non-Excludable Liability

Nothing in this Agreement excludes or limits liability that applicable law prohibits SharpSigma from excluding or limiting.

22.6 Allocation of Risk

The Customer acknowledges that SharpSigma’s prices reflect the allocation of risk contained in this Agreement.

23. BUSINESS CLAIM PERIOD

For an Agreement that constitutes a “business agreement” within the meaning of Ontario’s Limitations Act, 2002, and to the maximum extent permitted by applicable law, no proceeding arising from a particular order or Service may be commenced against SharpSigma more than one (1) year after the claim was discovered or ought reasonably to have been discovered.

This Section does not apply where applicable law prohibits contractual variation of the relevant limitation period.

24. FORCE MAJEURE

Neither party will be liable for delay or failure to perform, other than payment obligations already due, caused by circumstances beyond its reasonable control.

SharpSigma may reasonably allocate constrained capacity, materials or resources among Customers during such an event and will not be required to obtain replacement goods or services at commercially unreasonable cost.

25. TERM AND TERMINATION

This Agreement begins when accepted and continues while the Customer uses the Website or Services or has outstanding obligations.

Termination does not cancel accepted orders or accrued payment obligations.

SharpSigma may suspend or terminate Services for breach, non-payment, fraud, misuse, security concerns, regulatory requirements or circumstances making continued performance unsafe, unlawful or commercially unreasonable.

26. ELECTRONIC COMMUNICATIONS

The Customer consents to electronic contracting and electronic communications to the extent permitted by law.

Electronic Quotes, orders, approvals, change requests, notices and acceptances may form legally binding communications and agreements.

27. CHANGES TO TERMS

SharpSigma may update this Agreement prospectively.

Material changes will not retroactively alter accepted commercial obligations unless agreed by the parties, permitted by the applicable order or required by law.

28. GOVERNING LAW AND DISPUTES

This Agreement is governed by the laws of Ontario and the federal laws of Canada applicable therein.

Before commencing ordinary commercial litigation, the parties will use reasonable efforts to resolve the dispute informally for thirty (30) days following written notice, unless urgent relief or preservation of legal rights requires earlier action.

Subject to mandatory law, the parties submit to the exclusive jurisdiction of courts of competent jurisdiction in Ontario, Canada.

SharpSigma may seek urgent injunctive or equitable relief to protect intellectual property, Confidential Information, proprietary systems, controlled information or other rights for which damages may be inadequate.

29. CONSUMER RIGHTS

SharpSigma’s Services are principally intended for commercial, industrial, institutional and professional users.

Where mandatory consumer-protection legislation applies, nothing in this Agreement waives a statutory right that cannot legally be waived.

30. ASSIGNMENT

The Customer may not assign an engagement without SharpSigma’s prior written consent.

SharpSigma Inc. may assign this Agreement in connection with a corporate reorganization, financing, merger, acquisition, sale of relevant assets or transfer of the business, provided the applicable successor assumes SharpSigma’s relevant obligations.

31. INDEPENDENT CONTRACTORS

The parties are independent contractors.

Nothing creates a partnership, joint venture, fiduciary relationship, employment relationship, franchise or agency.

32. NO THIRD-PARTY BENEFICIARIES

Except where this Agreement expressly provides rights to a SharpSigma affiliate, representative or indemnified person, this Agreement is for the benefit of SharpSigma Inc. and the Customer and does not create enforceable rights in any other person.

33. NOTICES

Routine operational communications may be provided electronically.

Formal legal notices must be sent using the contact information designated by SharpSigma Inc. and must reasonably identify the sender, applicable engagement and nature of the notice.

34. NO WAIVER

Failure or delay in exercising a right does not waive that right.

35. SEVERABILITY

If a provision is invalid or unenforceable, it will be modified to the minimum extent legally permissible to preserve its intended commercial effect, and the remaining provisions will continue.

36. INTERPRETATION

Headings do not limit interpretation. “Including” means “including without limitation.” Electronic communications constitute writing where legally recognized. The singular includes the plural and vice versa where appropriate.

37. ORDER OF PRECEDENCE

Unless expressly agreed otherwise, a negotiated agreement signed by authorized representatives of both parties prevails over a statement of work, which prevails over an accepted SharpSigma Quote or order confirmation, which prevails over expressly incorporated technical Specifications, which prevail over this Agreement solely as to technical requirements, which prevails over administrative Customer purchase-order terms.

Technical Specifications do not modify commercial, liability, warranty, indemnity, intellectual-property or dispute provisions unless they expressly state that intention and SharpSigma expressly accepts the modification.

38. CUSTOMER PURCHASE TERMS

Customer purchase terms, portal terms, supplier manuals and incorporated procurement conditions are rejected to the extent they add to, conflict with or modify this Agreement unless expressly accepted in writing by an authorized representative of SharpSigma Inc.

SharpSigma’s acknowledgement, manufacture, performance, shipment, invoicing or acceptance of payment does not constitute acceptance of such Customer terms.

39. AUTHORITY

Each person accepting an order or this Agreement on behalf of an organization represents that the person has authority to bind that organization.

40. ENTIRE AGREEMENT

This Agreement together with applicable accepted Quotes, statements of work, order confirmations, the Privacy Policy and documents expressly incorporated by reference constitutes the agreement concerning the applicable Services and supersedes prior communications concerning the same subject matter.

No oral representation modifies this Agreement unless confirmed in writing by an authorized representative of SharpSigma Inc.

41. CONTACT

Questions or notices concerning this Agreement may be directed to:

SharpSigma Inc.

Website: sharpsigma.com

Email: connect@sharpsigma.com

Formal legal-notice details are provided in the applicable engagement documentation or by SharpSigma upon request.

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