Supplier Portal Terms of Use

Last updated on: September 3, 2024

Welcome to Assent! By accessing the Assent Sustainability Platform (“ASP”), Website
or Services (as defined below), you are agreeing to be bound by the following terms
and conditions (“Terms of Service”).

BY CLICKING A BOX INDICATING ACCEPTANCE OR ACCESSING THE ASP,
WEBSITE AND/OR SERVICES, YOU AGREE TO THE TERMS OF SERVICE. IF YOU ARE
ENTERING INTO THESE TERMS OF SERVICE ON BEHALF OF A COMPANY OR
OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO
BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS OF SERVICE, 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 THESE
TERMS OF SERVICE, YOU ARE PROHIBITED FROM ACCESSING THE ASP and
WEBSITE AND MUST EXIT IMMEDIATELY AND CEASE USING THE SERVICES.

As used in these Terms of Service, “we”, “us”, “our” and “Assent” means Assent Inc.
and “you” or “your” means the individual, company or entity that accepted these Terms
of Service by accessing and submitting information into the ASP or Website. The
Terms of Service apply if you visit, view, use, submit information into, or access
(collectively, “access”) the ASP or Assent websites, including but not limited to
assentcompliance.com (collectively, the “Website”), and/or if, through any Internet-
enabled mechanism, you access data, information, products, services, or applications
(collectively, “Services”) made available by or from Assent. For clarity, Assent may
from time to time and at its sole discretion, provide you with informational and/or
educational material, including but not limited to newsletters, webinars, blog posts,
etc. regarding is services.

To the maximum extent permitted and enforceable under applicable law, Assent
reserves the right to modify these Terms of Service at any time, effective upon the
posting of an updated version of the Terms of Service. You are responsible for
regularly reviewing the Terms of Service. Continued access to the ASP, Website or use
of the Services after any such changes shall constitute your consent to such changes. If
you do not agree to such modifications and updates, please exit the ASP, Website and
Services immediately.

1. ELIGIBILITY

The ASP, Website and Services are not targeted to, and should not be used by,
persons under the age of 18. By accessing the ASP, Website or Services, you represent
and warrant that you are at least 18 years old, are legally qualified to enter into and
form contracts under applicable law and are not barred from accessing the ASP,
Website or Services under the laws of any applicable jurisdiction.

2. PRIVACY

2.1 Privacy Statement. By accessing the ASP or Website, you consent to the collection
and use of certain information about you, as specified in the Assent Privacy Policy
(“Privacy Policy”), incorporated hereto. Assent encourages users of the ASP and
Website to frequently check the Privacy Policy. By accessing the ASP or Website, you
represent and warrant that you have read and understood, and agree to be bound by,
the Privacy Policy. You may view the Privacy Policy at assent.com/privacy.

2.2 Modification to Privacy Policy. To the maximum extent permitted and enforceable
under applicable law, Assent reserves the right to modify the terms and conditions of
the Privacy Policy at any time, effective upon the posting of an updated version of the
Privacy Policy. You are responsible for regularly reviewing the Privacy Policy and
continued access of the Website or ASP or use of the Services after any such changes
shall constitute your consent to such changes. Notice of any such change will be given
by the posting of an updated Privacy Policy or a change notice at assent.com/privacy. It
is your responsibility to review the Privacy Policy periodically. If at any time you find
any of the modifications to these Terms of Use unacceptable, you must immediately
refrain from accessing and/or using the ASP, Website and Services.

3. USER LICENSE

Subject to your compliance with the Terms of Service, and any other agreement
between you and Assent, Assent grants you a non-exclusive, non-sublicensable, non-
assignable, revocable, non-transferable license to access the ASP and Website. Except
as expressly set forth herein, the Terms of Service grants you no rights in or to the
intellectual property represented by the Website, ASP or any other Assent product,
service, or information.

By accepting this license, you agree that Assent products and systems are the
proprietary and confidential information of Assent, that you will safeguard and protect
such information, and that you will use the information in accordance with these Terms
of Service, including but not limited to Section 4 (Code of Conduct). Your obligations
set forth in these Terms of Service shall survive termination of these Terms of Service.

To the extent that you elect to submit information or data (“Data”) to ASP, Website,
Services (which for clarity may include but is not limited to inclusion into an Assent
database (“Database”)), you hereby grant Assent a royalty-free, worldwide,
irrevocable, perpetual license to use, profit from and incorporate such Data into the
ASP, Website and/or Services (including any portions thereof submitted by you) and
distribute such information through the ASP, Website and Assent services, including
but not limited to the Services.

4. CODE OF CONDUCT

In order to access and use the ASP, Website or Services, you must comply with the
ASP Code of Conduct (“Code”). You represent and warrant that you will not violate
this Code.

4.1 Restrictions on Inputting Information. You shall not enter illegal or improper
information into the ASP, Website or through the Services, including, without
limitation, the following:
a) Information that you do not have the necessary rights and/or licenses to enter.
b) Information that is false, inaccurate, incorrect, incomplete, inexact, outdated, or
otherwise wrong.
c) Information subject to confidentiality, non-disclosure, non-competition, trade
secret or proprietary rights, data privacy laws, limitations or restrictions.
d) Information that infringes the copyrights or intellectual property rights of others.
e) Information that is personal or non-business related, including, but not limited
to, home addresses, Social Security numbers, credit card numbers, mobile, or
cellular telephone numbers.
f) Information that is sexually explicit, profane, pornographic, immoral, obscene,
vulgar, offensive, inflammatory, violent, dangerous, harmful, threatening,
abusive, harassing, hateful, discriminatory, or racially, ethnically or otherwise
objectionable, or which may solicit information from anyone under the age of 18.
g) Information that is defamatory, libelous, fraudulent, knowingly incorrect, or
invasive of privacy or publicity rights of others.
h) Information that advocates or encourages conduct that could constitute a
criminal or tortious offense.
i) Information that is actionable or may subject Assent to liability of any kind.
j) Information that violates any applicable local, provincial, federal, state or
international law, regulation, or convention.
k) Information that violates any provision of these Terms of Service or any other
agreement or policy set forth by Assent.

4.2 Use of Information Obtained via ASP, Website and/or Services. Assent has no
actual control over your use of information outside the ASP or Website. You shall not
access the ASP, Website or Services for any purposes or in any manner that is illegal
or improper, including, without limitation, the following:
a) For any purpose, activity or in any manner that is criminal, illegal or actionable
or
in violation of any local, provincial, federal, state or international laws,
regulations or conventions.
b) To illegally “spam” anyone or to sell, give, make available or otherwise
distribute information to a spammer or for the purpose of spamming.
c) For unethical marketing activities.
d) To associate, attribute, collect, store, distribute or otherwise process any non-
business information related to anyone.
e) To communicate with anyone using language or in any manner that is sexually
explicit, profane, pornographic, immoral, obscene, vulgar, offensive, violent,
dangerous, harmful, threatening, abusive, harassing, hateful, discriminatory, or
racially, ethnically, or otherwise objectionable.
f) To enhance, verify, supplement, append, confirm, or modify any compilation of
information that is thereinafter distributed in any manner or form to a third-
party.
g) In connection with any individual credit, employment, or insurance decision.
h) To disclose or solicit the private, non-business, information of any person.

4.3 Acts against the ASP, Website and/or Services. You shall not engage or attempt to
engage in potentially harmful acts that are directed against the ASP, Website or
Services including, without limitation, the following:
a) Using the ASP, Website or Services in contravention of any other agreement to
which you are a party, including without limitation any employment agreement
or agreement with a customer to which you may be a party.
b) Causing, allowing or assisting any other person to use your account or
impersonate you.
c) Sharing your password, login, or token with any other person not related to the
request or employed by your organization.
d) Logging onto a server or account that you are not authorized to access.
e) Forging screen names, manipulating identifiers, or otherwise impersonating any
other person or misrepresenting your identity or affiliation with any person or
entity.
f) Emulating or faking usage of the ASP, Website or Services.
g) Violating or attempting to violate any security features of the ASP or Website.
h) Using manual or automated software, devices, scripts robots, or other means or
processes to access, “scrape,” “crawl” or “spider” any pages contained in the
ASP or Website.
i) Falsely stating or otherwise misrepresenting your affiliation with any person or
entity.
j) Introducing viruses, worms, software, Trojan horses or other similar harmful
code into the ASP, Website or Services.
k) Interfering or attempting to interfere with the use of the ASP, Website by any
other user, host or network, including, without limitation by means of submitting
a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the
ASP or Website.
l) Causing, allowing or assisting machines, bots or automated services to access
or use the ASP, Website or Services without the express written permission of
Assent.
m) Tampering with the operation, functionality or the security of the ASP, Website
or Services.
n) Attempting to override or circumvent any security or usage rules embedded into
the ASP, Website or Services that permit digital materials to be protected.
o) Attempting to probe, scan, or test the vulnerability of the ASP or Website, or
any associated system or network, or breach any security or authentication
measures.
p) Misusing, tricking, disrupting, or otherwise interfering with the functioning of the
ASP, Website or Services.
q) Harvesting or collecting email addresses or other contact information of other
users from the ASP, Website or Services by electronic or other means.
r) Reverse engineering, decompiling, disassembling, deciphering or otherwise
attempting to derive the source code for any underlying intellectual property
used to provide the ASP, Website or Services.
s) Engaging in “framing,” “mirroring,” or otherwise simulating the appearance or
function of the ASP or Website.
t) Uploading, posting, transmitting, sharing, storing, or otherwise making available
any content that Assent deems in its sole discretion to be harmful, threatening,
unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar,
obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially,
ethnically or otherwise objectionable.

4.4 Suspected Misuse and Penalties. Assent may monitor the ASP, Website and
Services for noncompliance with the Code. Assent shall be the sole and final arbiter of
any suspected Code violations, misuse and associated penalties or actions. For
suspected violations, and without limiting any of its other remedies, Assent reserves
the right to immediately and without notice:

a) Delete or modify content
b) Suspend your account
c) Terminate your account
d) Identify you to third parties, including prosecutors
e) Take legal action

Assent intends to cooperate fully with any law enforcement officials or agencies in the
investigation of any violation of these Terms of Service or of any applicable laws.
Assent reserves the right to seek civil, criminal or injunctive relief, at its sole discretion
and without obligation, to enforce this Code and these Terms of Service.

5. YOUR CONTENT AND DATA

Separate and apart from contributing to the Database, the ASP and Website may
allow you to post content, such as messages, images, text, photos, graphics, audio,
video or other material (“Your Creative Content”) through message boards, forums,
member blogs or other interactive features. With respect to Your Creative Content,
while you retain any and all of your lawfully owned rights therein, you hereby grant
Assent a royalty-free, perpetual, irrevocable, worldwide transferable, non-exclusive
and fully-sublicensable right and license to view, store, reproduce, modify, adapt,
publish, translate, create derivative works from, distribute, profit from, perform and
display your Creative Content (in whole or part) and/or to incorporate it in other works
in any form, media, or technology now known or later developed, and to exercise the
same rights with respect to such works. You also permit any visitors of the ASP or
Website to access, store, distribute, perform, reproduce and prepare derivative works
of Your Creative Content. No compensation will be paid to you or to any other person
or entity with respect to Your Creative Content.

Assent may remove Your Creative Content at any time in its sole discretion. You are
solely responsible at your own cost and expense to create backup copies of your
Creative Content. Likewise, by accessing the ASP, Website or Services, you may be
exposed to other members’ Creative Content that you find offensive, indecent or
objectionable — you agree that your use the ASP, Website and Services is at your own
risk.

You agree that Assent is not under any obligation of confidentiality, express or implied,
with respect to Your Creative Content. You represent and warrant that you own or
otherwise control all necessary rights to Your Creative Content, that it does not violate
or infringe upon the intellectual property rights of a third party, that it is accurate, that
it does not contain libelous, defamatory or otherwise unlawful material, that it does
not violate anyone’s rights to publicity or privacy, that it will not cause injury to any
person or entity, that it does not otherwise violate these Terms of Service, and that you
will indemnify Assent and its service providers for all claims resulting from Your
Creative Content.

The ASP and Website is only a forum and Assent is not liable for any statements,
representations, or omissions made through Your (or other ASP or Website visitors’)
Creative Content. Any opinions, advice, purported facts, or recommendations
expressed therein are those of the ASP or Website visitors who make them, and not
those of Assent and Assent does not endorse any opinion, purported fact,
recommendation or advice expressed therein. Likewise, it is your responsibility to
exercise due care and caution (for your privacy, safety, and identity, among other
concerns) when posting Your Creative Content or accessing the ASP, Website and/or
Services.

6. INTELLECTUAL PROPERTY

The ASP and Website and all content and materials located thereon, including without
limitation any Assent names and logos (the “Assent Marks”), the Services, Database,
designs, text, graphics and other files, and the selection, arrangement and organization
thereof, are the intellectual property of Assent or its licensors. Except as explicitly
provided, neither the ASP, Website or these Terms of Service grant you any right, title
or interest in or to any such content or materials. The Assent Marks are trademarks or
registered trademarks of Assent. Other trademarks, service marks, graphics, logos and
domain names appearing on the ASP or Website may be the trademarks of third
parties. Moreover, except as expressly stated herein, or as expressly granted by Assent
in a writing, you have no intellectual property or other rights in the information you
contribute to the Database.

As Assent asks others to respect its intellectual property rights, Assent respects the
intellectual property rights of others. You agree that you shall not remove, obscure, or
alter any proprietary rights notices (including copyright and trademark notices) that
may be affixed to or contained within the ASP, Website or Services. Likewise, if you
have evidence, know, or have a good faith belief that your rights or the rights of a third
party have been violated and you want Assent to delete, edit, or disable the material in
question, you must provide Assent with all of the following information:
a) A physical or electronic signature of a person authorized to act on behalf of the
owner of the exclusive right that is allegedly infringed.
b) Identification of the copyrighted work claimed to have been infringed or, if
multiple copyrighted works are covered by a single notification, a representative
list of such works.
c) Identification of the material that is claimed to be infringed or to be the subject
of infringing activity and that is to be removed or access to which is to be
disabled, and information reasonably sufficient to permit Assent to locate the
material.
d) Information reasonably sufficient to permit Assent to contact you, such as an
address, telephone number, and, if available, an electronic mail address at
which you may be contacted.
e) A statement that you have a good faith belief that use of the material in the
manner complained of is not authorized by the copyright owner, its agent, or the
law.
f) A statement that the information in the notification is accurate, and under
penalty of perjury, that you are authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed. For this notification to be effective, you
must provide it to Assent’s General Counsel via certified mail at Assent Inc., 525
Coventry Road, Ottawa, ON, K1K 2C5, Canada.

7. DISCLAIMERS; LIMITATION OF LIABILITY

7.1 NO WARRANTIES: ALTHOUGH ASSENT TAKES REASONABLE MEASURES TO
KEEP THE ASP, WEBSITE AND SERVICES ERROR-FREE AND SAFE, YOU ACCESS
THEM AT YOUR OWN RISK. ASSENT, ON BEHALF OF ITSELF AND ITS LICENSORS
AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
RELATING TO THE ASP, WEBSITE AND THE SERVICES, INCLUDING WITHOUT

LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE ASP, WEBSITE AND
SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER ASSENT NOR
ITS LICENSORS OR SUPPLIERS WARRANT THAT THE ASP, WEBSITE OR THE
SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE
ASP, WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SAFE
OR SECURE.

7.2 YOUR RESPONSIBILITY FOR DAMAGE: YOU AGREE THAT YOUR USE OF THE
ASP, WEBSITE OR SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD
ASSENT OR ITS LICENSORS OR SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR
ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF THE ASP, WEBSITE
OR SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO ANY OF YOUR
COMPUTERS OR DATA. THE ASP, WEBSITE OR SERVICES MAY CONTAIN BUGS,
ERRORS, PROBLEMS, OR OTHER LIMITATIONS.

7.3 YOUR RESPONSIBILITY FOR YOUR ACTIONS: YOU AGREE AND UNDERSTAND
THAT YOU MAY BE HELD LEGALLY RESPONSIBLE FOR DAMAGES SUFFERED BY
OTHER ASP OR WEBSITE VISITORS OR THIRD PARTIES AS THE RESULT OF YOUR
REMARKS, INFORMATION, DATA, FEEDBACK, OR OTHER CONTENT POSTED OR
MADE AVAILABLE ON THE ASP OR WEBSITE OR THROUGH THE SERVICES THAT
IS DEEMED DEFAMATORY OR OTHERWISE LEGALLY ACTIONABLE.

7.4 LIMITATION OF LIABILITY: YOU AGREE THAT NEITHER ASSENT, ITS
AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, NOR ITS
LICENSORS OR SUPPLIERS, HAVE ANY LIABILITY WHATSOEVER IN CONNECTION
WITH YOUR ACCESS OF THE ASP, WEBSITE OR THE SERVICES. ASSENT IS NOT
RESPONSIBLE FOR THE ACTIONS OF THIRD PARTIES (INCLUDING OTHER ASP OR
WEBSITE VISITORS OR MEMBERS), AND YOU RELEASE ASSENT, ITS AFFILIATES,
DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND
DAMAGES, KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY
CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
IN THIS REGARD, IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA
CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” THE
LIABILITY OF ASSENT, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND
AGENTS, AND ITS LICENSORS AND SUPPLIERS, IS LIMITED TO THE MAXIMUM

EXTENT PERMITTED BY LAW. IN NO EVENT SHALL ASSENT, ITS AFFILIATES,
DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, OR ITS LICENSORS OR
SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS,
LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY,
FAILURE TO MEET ANY DUTY, INCLUDING WITHOUT LIMITATION OF GOOD FAITH
OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE
FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO
ASSENT, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND/OR AGENTS,
OR ITS LICENSORS AND SUPPLIERS) ARISING OUT OF OR RELATING TO YOUR
USE OF THE ASP, WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY
REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF
CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION.
ADDITIONALLY, THE MAXIMUM LIABILITY OF ASSENT, ITS AFFILIATES,
DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, AND ITS LICENSORS AND
SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL NOT EXCEED THE
GREATER OF $200 USD OR THE AMOUNT YOU HAVE PAID US IN THE LAST 12
MONTHS. APPLICATION THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS
DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY
OTHER LIMITATIONS OF LIABILITY BETWEEN YOU AND ASSENT OR BETWEEN
YOU AND ANY OF ASSENT’S AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS, LICENSORS AND/OR SUPPLIERS. SOME JURISDICTIONS MAY NOT
ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION
OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND
LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR
MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND
LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY
REMEDY FAILS ITS ESSENTIAL PURPOSE. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE,
SERVICES, OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR
LIMITATIONS STATED IN THIS SECTION.

8. INDEMNIFICATION

You agree to indemnify and hold Assent and (as applicable) its affiliates, directors,
officers, employees, agents, suppliers and licensors harmless from and against any
loss, liability, claim, demand, damages, costs, and expenses, including reasonable
attorneys’ fees (collectively, “Claims”), arising out of or in connection with: (a) your use

of the ASP, Website or Services; (b) any violation of these Terms of Service (including,
without limitation, the Code); or (c) your violation of any applicable law or the rights of
a third party; or (d) any aspect of a transaction or agreement between you and your
customer(s). Assent will have the right, but not the obligation, to participate through
counsel of its choice in any defense by you of any Claims as to which you are required
to defend, indemnify, or hold harmless Assent. You may not settle any Claims unless it
unconditionally releases Assent of all liability and has no impact on the Data
submitted to Assent through the ASP or Website by you.

9. THIRD-PARTY WEBSITES

On the ASP and/or Website, you may find links to websites operated by third parties
(“Third-Party Sites”). Assent does not endorse or control Third-Party Sites, each of
which may be governed by its own terms of service and privacy policy. Assent
disclaims, and you hereby agree to assume all responsibility and liability for any
damages or other harm, whether to you or third parties, resulting from your use of
Third-Party Sites. Please take all protections necessary to protect yourself and your
computer system when accessing Third-Party Sites, particularly when downloading or
purchasing anything therefrom.

10. TERMINATION

You may terminate the Terms of Service at any time by ceasing to access and use the
ASP, Website and/or Services. Without altering any other provision of these Terms of
Service, Assent may terminate these Terms of Service at its sole discretion without
notice or liability. Assent may also deny, suspend, cancel, or terminate your use of the
ASP, Website or Services, including, without limitation, for breach or suspected breach
of these Terms of Service or of any applicable law or regulation without notice. Upon
termination of these Terms of Service, you will no longer be authorized to access the
ASP, Website or Services. Sections 3-8, and 11(d) of the Terms of Service will survive
termination.

11. MISCELLANEOUS

a) These Terms of Service, including the documents it incorporates by reference,
constitute the entire agreement between you and Assent and govern your use
of the ASP, Website and Services, superseding any prior agreements between
you and Assent with respect to the ASP, Website and Services (including, but
not limited to, any prior versions of the Terms of Service).
b) The failure of Assent to exercise or enforce any right or provision of these Terms
of Service will not constitute a waiver of such right or provision. If any provision
of these Terms of Service, including all terms and conditions and other
documents it incorporates by reference, is held by a court of competent
jurisdiction to be contrary to law, such provision will be changed and interpreted
so as to best accomplish the objectives of the original provision to the fullest
extent allowed by law, and the remaining provision of these Terms of Service
will remain in full force and effect.
c) Save for Assent and its affiliates, you or anyone accessing the ASP, Website or
Services pursuant to these Terms of Service, unless otherwise provided in these
Terms of Service, no person or entity who is not a party to these Terms of
Service will have any right to enforce any term of these Terms of Service,
regardless of whether such person or entity has been identified by name, as a
member of a class or as answering a particular description. For the avoidance of
doubt, this will not affect the rights of any permitted assignee or transferee of
these Terms.
d) The Terms of Service will be governed by and interpreted in accordance with
the laws of the Province of Ontario and the laws of Canada applicable therein,
without regard to principles of conflicts of laws.
e) All the terms and conditions of these Terms of Service will be binding upon and
inure to the benefit of the parties to these Terms of Service and to their
respective heirs, successors, permitted assigns and legal representatives.
f) If any provision, or portion of the provision, in these Terms of Service is, for any
reason, held to be invalid, illegal or unenforceable in any respect, then such
invalidity, illegality or unenforceability will not affect any other provision (or the
unaffected portion of the provision) of the Terms of Service, and the Terms of
Service will be construed as if such invalid, illegal or unenforceable provision, or
portion of the provision, had never been contained within these Terms of
Service.
g) Assent may assign its rights and duties under these Terms of Service to any
party at any time without notice to you. Your rights and duties under these
Terms of Service are not assignable by you without written consent of Assent.
h) Assent values your enthusiasm for its ASP, Website and Services. If you have
any questions, comments, suggestions, or concerns, or if you would like to
provide any notice under these Terms of Service, please contact us via:
https://www.assent.com/company/contact-
us/https://www.assentcompliance.com/contact/#/ac-contact-form.

_________________________________ _________________________________
Authorized Representative Signature
_________________________________ _________________________________
Printed Name Printed Name
_________________________________ _________________________________
Title
_________________________________ _________________________________
Customer Company Name