ModiFace Mirror Terms and Conditions Usage of the ModiFace Mirror is subject to the following terms and and conditions, agreed upon by the purchaser of the mirror (hereinafter the "Client") and ModiFace Inc., an Ontario corporation, having its principal address at 77 Bloor Street West Unit 1107, Toronto, Ontario, M5S 1M2, Canada (hereinafter "Modiface") (each a "party" and collectively the "parties"). NOW THEREFORE in consideration of the mutual promises and covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. Definitions "Mirror" means the ModiFace Visualization Mirror Unit consisting of a camera and a touch-screen computer; "Intellectual Property Rights" means all worldwide intellectual property rights arising under statutory or common law or by contract, now existing or hereafter filed, issued, or acquired, including all: (a) patent rights; (b) rights associated with works of authorship including copyrights and moral rights; (c) rights relating to the protection of trade secrets and confidential information; (d) rights in trademarks, service marks, trade dress, trade names, and design patent rights, and (e) any right analogous to those set forth herein and any other proprietary rights relating to intangible property; 2. Statement of work Subject to the terms and conditions of this Agreement, and following payment of the first instalment of the Fees outlined in Article 3, Modiface grants to Client, a non-exclusive, non-transferable, non-sublicenseable license, during the Term defined in Article 7, solely to utilize the Mirror for marketing and promotion purposes of the Client. Nothing contained in this Agreement shall transfer, or be deemed to transfer, any rights in or to the Mirror or Modiface Technology other than those rights specifically granted herein to Client. Except as expressly provided in the foregoing, Client shall not download, store, decompile, disassemble, reverse engineer, reproduce, publish, transmit, broadcast or use any Modiface Technology or other information derived from access to the Mirror. Client agrees that in the event of a breach or alleged breach of this Article 2 Modiface would not have an adequate remedy at law, including monetary damages, and that Modiface will consequently be entitled to obtain a temporary restraining order, injunction, or other form of equitable relief against the continuance of such breach, in addition to any and all remedies to which Modiface may be entitled, without the need to post a bond or other form of security with the court. 3. Fees Client shall pay a fee of $2,000 USD per Mirror in addition to shipping fees. All payments will be made in United States Dollars. Any payments not paid when due shall accrue interest at the lesser of (i) one and a half percent (1.5%) per month and (ii) the highest rate of interest allowed by applicable law. 4. Modiface Technology Client acknowledges that as between Client and Modiface, the entire right, title and interest, including without limitation any and all Intellectual Property Rights in and to, the Modiface Technology, are, and at all times shall remain, the exclusive property of Modiface, and nothing in this Agreement shall be construed to transfer to Client any ownership interest in or to the Modiface Technology or any part thereof. Modiface reserves all rights to the Modiface Technology not expressly granted to Client hereunder and Client hereby assigns to Modiface all of its rights, title and interest in and to the Modiface Technology which may arise by operation of law or otherwise. For greater certainty, and without limiting the foregoing, Client hereby irrevocably assigns and transfers to Modiface all of the rights, title and interest, including any and all Intellectual Property Rights, in and to any and all suggestions. Client shall not take or permit any action inconsistent with Modiface's ownership of all right, interest and title in and to the Modiface Technology or which might impair the value of such ownership. For the purposes of this Article 5, "Modiface Technology" means the Mirror, and any software, invention or technology used in providing any of the foregoing, and any suggestion, derivative, improvement, modification or enhancement of or to any of the foregoing. 5. Disclaimer MODIFACE DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE SERVICES AND OTHER DOCUMENTATION AND MATERIALS PROVIDED UNDER THIS AGREEMENT. MODIFACE MAKES NO WARRANTY THAT THE Mirror WILL BE ERROR FREE, OR THAT THE Mirror WILL FUNCTION WITHOUT INTERRUPTION OR WILL MEET ANY REQUIREMENTS OR CLIENT'S EXPECTATIONS. 6. Limitation of Liability NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY STATUTE OR RULE OF LAW, IN NO EVENT WILL MODIFACE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, USE OR DATA, BUSINESS INTERRUPTION, COST OF REPLACEMENT GOODS OR SERVICES, BODILY OR EMOTIONAL INJURY) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE DELIVERY, PERFORMANCE OR USE OF THE SERVICES, WHETHER SUCH DAMAGES ARE BASED IN BREACH OF WARRANTY, BREACH OF CONTRACT (INCLUDING WITHOUT LIMITATION FUNDAMENTAL BREACH), TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE, IN ANY DEGREE, OR MISREPRESENTATION), PRODUCT LIABILITY, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF MODIFACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT ACKNOWLEDGES THAT MODIFACE'S ENTIRE LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT TO MODIFACE UNDER THIS AGREEMENT FOR THE PARTICULAR SERVICES GIVING RISE TO SUCH CLAIM DURING THE LAST SIX MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH CLAIM. CLIENT AGREES THAT THE LIMITATIONS OF LIABILITY PROVISIONS SET OUT IN THIS ARTICLE 8 ARE FAIR AND REASONABLE IN THE COMMERCIAL CIRCUMSTANCES OF THIS AGREEMENT AND THAT MODIFACE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE CLIENT'S AGREEMENT TO LIMIT MODIFACE'S LIABILITY IN THE MANNER AND TO THE EXTENT PROVIDED UNDER THIS AGREEMENT. 7. Term and Termination Term This Agreement will commence on the Effective Date and remain in full force and effect until twelve (12) months after the shipment of the Mirror to the Client, unless earlier terminated in accordance with the terms of this Agreement (the “Term”). The agreement will automatically renew for subsequent (12) month terms unless either party provides a written notice of termination prior to the expiry of the then-current term. Effect of Termination Upon any termination or expiration of this Agreement, Client shall promptly, but in no event later than 5 (five) days from the date of termination: (a) return any and all Mirrors to ModiFace and (b) provide Modiface with a written statement, signed by an authorized representative of Client, attesting to the return of all Modiface Content and Confidential Information. Termination of this Agreement shall not limit any other right or remedy either party may have with respect to liabilities accruing before the effective date of the termination. Upon the effective date of expiration or termination of this Agreement, any and all payment obligations of Client under this Agreement will become due immediately. 8. Survival The provisions of Articles 4 (to the extent required in relation to any outstanding payment obligations for Fees), 2, 3, 5, 6, 7, 8, 9, and 10 shall survive any termination or expiration of this Agreement. miscellaneous 9. Assignment This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred or delegated by Client without the prior written consent of Modiface. Any attempt by Client without such consent to assign, transfer or delegate any rights, duties or obligations that arise under this Agreement shall be void. Subject to the foregoing, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns and heirs of the parties hereto. 10. Waiver No waiver of this Agreement shall be binding unless executed in writing by the party making the waiver. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided. 11. Severability If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace the original provision with a valid and enforceable provision that will achieve, to the extent possible, the same purposes of the original provision. The balance of this Agreement shall be enforceable in accordance with its terms. 12. Name Reference Upon the consent of the Client, Modiface may refer to Client as a client of Modiface in its websites, emails, or other promotional material and Client agrees to act as a customer reference for Modiface to prospective customers of Modiface. 13. Relationship The relationship of Modiface and Client established by this Agreement is that of independent contractors, and neither party is an employee, agent, partner or joint venturer of the other. Neither party shall have the authority to make any statement, representation or commitment of any kind, or to take any action, that shall be binding on the other party. 14. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 15. Headings The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.