1. Introduction

The Savala peer-to-peer commodity trade facilitation platform (the “Platform”) is owned by and operated by Savala Commodities Corp. and its affiliates (collectively, “Savala”, “we”, “us”, or “our”). These Savala Platform Terms and Conditions (these “Terms”) govern the use of the Platform. These Terms and the and any Savala Platform Agreement of Purchase (the “Purchase Agreement” and together with these Terms, this “Agreement”) govern the purchase of graphite through the Platform. The Platform permits users to facilitate the purchase of graphite from Ceylon Graphite Corp., a producer of graphite (the “Seller”), pursuant to this Agreement for the purpose of acquiring the graphite as a commodity. The Platform utilizes blockchain technology to tokenize the user’s (i) purchase and ownership of the graphite from the Seller; and (ii) entitlement to receive the revenue generated by the sale of the graphite by Savala to end buyers of the graphite at market prices (each, a “Token”). The Platform permits users to purchase and sell the Tokens on the Platform in transactions involving other users.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY CREATING AN ACCOUNT ON THE PLATFORM, ENTERING INTO THE PURCHASE AGREEMENT, OR BY OTHERWISE ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND AGREE TO BE LEGALLY BOUND BY THESE TERMS, AND ALL SCHEDULES, TERMS AND CONDITIONS, OR ADDENDA INCORPORATED INTO THESE TERMS BY REFERENCE, INCLUDING THE TERMS AND CONDITIONS OF ANY PURCHASE AGREEMENT.

As used in these Terms, the following capitalized terms and phrases shall have the following meanings:

• (a) “Account” means a user account accessible via the Platform through which a user may access and use the Platform.
• (b) “Cryptocurrency” means USDT and such other cryptocurrencies or other similar digital assets that may be used in connection with the purchase or sale of Tokens via the Platform, and does not include Fiat.
• (c) “Fiat” means United States Dollars, which may be used in connection with the purchase or sale of Tokens via the Platform, and does not include any Cryptocurrency.
• (d) “Funding Account” means any financial account of which you are the beneficial owner that is maintained by you or a third party outside of the Platform, that you use to pay or receive Funds in connection with your access to or use of the Platform.
• (e) “Funding Card” means a credit card or debit card that you use to make payments in connection with your access to and use of the Platform.
• (f) “Funds” means Cryptocurrency or Fiat.
• (g) “Primary Sale” means the initial purchase of graphite from the Seller pursuant to a Purchase Agreement by a user of the Platform, such purchase and ownership of the graphite to be represented by a Token issued to the user on the Platform.
• (h) “Secondary Sale” means any secondary or downstream purchase or sale of a Token on the Platform by a purchaser or other recipient of the Token.

We are committed to maintaining your privacy. We may be required to disclose your personal information to regulatory authorities, regulatory agencies, and law enforcement. We may also disclose your personal information to service providers, including financial institutions, payment processors, anti-money laundering service providers, and identity verification service providers as part of opening and maintaining your Account with us. Please see our Privacy Policy [here] for more information regarding the way we collect, use, and disclose your personal information in connection with your access to and use of the Platform. By accessing or using the Platform, you acknowledge and agree that you have read and understood our Privacy Policy.

You acknowledge and agree that no communication or information provided to you by Savala, including on and through the Platform, is investment advice, legal advice, tax advice, or other financial advice. You are solely responsible for all investment and transactional decisions that you make in connection with your access to and use of the Platform.

To be eligible to access and use the Platform, you must be: (a) at least the legal age of majority in your jurisdiction of residence; and (b) have the legal capacity to open and administer an Account. To register an Account and use the Platform through a separate legal entity, you represent and warrant that: (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you are authorized by the legal entity to act on and enter into these Terms on its behalf.

You understand and agree that access to and use of the Platform may have further eligibility requirements that require you to submit additional information about yourself or your business complete further verification steps prior to your access to or use of the Platform. Failure to comply with these requirements may preclude your access to or use of the Platform.

To create an Account, you must provide us with the information that we request in the registration form that is provided on the Platform. Upon your completion of the registration form, a one-time-password will be sent to the email that you have provided, and you will be directed to our third-party service provider’s Know-Your-Client (KYC) platform for approval. Once our third-party service provider has confirmed your KYC status, you will receive a communication and your Account will be activated on the Platform.

In connection with your access to or use of your Account, you agree that you will: (a) create a strong password for your Account and will not share the password with any third party; (b) not use the password that you have created for your Account for any other account or website; (c) not permit any third party to access or use your Account for any purpose; (d) provide accurate and complete information in connection with the registration and use of your Account and update the information on your Account if it is not current or complete; and (e) notify us immediately if you believe that any third party has accessed or used your Account or password.

You acknowledge and agree that you are responsible and liable for all activity conducted or that occurs on and through your Account, including by any third party who accesses your Account using your username and password.

When you create an Account, you are provided with the ability to purchase, hold, and sell graphite (as represented by the Tokens issued via the Platform) using your Funds. The Platform enables you to use your own Funds to place, buy, and sell orders for Tokens within the Platform. The Tokens are owned by you from the time you purchase until the time of sale.

To complete transactions on the Platform, you must follow the steps that are described on the Platform and in the Purchase Agreement. You may be charged fees or other charges by the operator or provider of the Funding Account or Funding Card in connection with your payment or receipt of Funds in connection with your access to and use of the Platform and any transactions conducted on the Platform, including the purchase and sale of Tokens. We are not responsible for such fees or other charges. You are solely responsible and liable for your use and management of the Funding Account and Funding Card and agree to comply with all terms and conditions that apply to your access to or use of the Funding Account and Funding Card, including as provided by your financial institution, payment processor, or other third-party provider of the Funding Account or Funding Card.

We are not responsible for the amount of time that it may take to pay or receive Funds to and from a Funding Account or Funding Card. In some cases, a Funding Account or Funding Card may reject your Funds or be unavailable to pay or receive your Funds. You acknowledge and agree that Savala is not responsible or liable for any damages, costs, charges, fines, or penalties arising out of such rejected or unfulfilled transactions.

You are not permitted to deposit or hold Funds on the Platform. Savala will not take custody of your Funds nor hold your Funds on your behalf on the Platform.

You authorize us to facilitate your purchase, transfer, and sale of Tokens. All transactions made and confirmed by you are deemed final and are non-reversible by you, provided that we may cancel, amend, or correct a completed transaction as determined in our sole discretion in accordance with these Terms. Without limiting the foregoing, we reserve the right to cancel any order or transaction, or any part of an order or a transaction, if such order or transaction was made or remains open during scheduled or unscheduled downtime or violates these Terms. We are not responsible for losses incurred as a result of erroneous transactions that you complete on the Platform. Once your transaction has been completed, an electronic confirmation will be sent to you via the Platform providing the details of the transaction. You acknowledge that any failure to provide such confirmation will not invalidate the terms of the transaction.

We are authorized to open or close your Account, cancel or correct transactions, direct transfers of Tokens, and otherwise take such other actions, including as a necessary to carry out your requests and directions, in accordance with these Terms and our Privacy Policy.

You are responsible for determining whether any taxes apply to the transactions that you complete on the Platform. It is your responsibility to report and remit all tax-related information to the applicable taxing authorities. Savala is not responsible or liable for determining whether taxes apply to your transactions or for collecting, withholding, reporting, or remitting any taxes in connection with the transactions that you complete on the Platform.

When you complete a Primary Sale or Secondary Sale on the Platform, Savala will charge you transaction fees (the “Savala Transaction Fees”) that are disclosed to you at the time you asked to confirm the transactions. You hereby confirm and authorize Savala, or our designated payment processor, to charge you the Funds required to pay any applicable Savala Transaction Fees that are owed or payable in connection with the transactions that you complete on the Platform. If we determine that you do not have sufficient Funds to pay the Savala Transaction Fees in connection with any transaction on the Platform, we may reject or cancel such transaction, as determined in our sole discretion.

For clarity, you acknowledge and agree that the Savala Transaction Fees do not include any fees or other charges that may be imposed by the provider of the Funding Account or Funding Card and will not be reflected in any communications from Savala with respect to the transaction(s) you have completed on the Platform. You are solely responsible for paying any fees or other charges that are imposed by the provider of the Funding Account or Funding Card.

When you purchase Tokens through the Platform, the Tokens will be stored in Savala’s custodial treasury wallet (the “Savala Wallet”). The Savala Wallet may be operated or maintained by a third-party service provider of Savala. Savala will maintain records of the Tokens that you beneficially own by linking a separate wallet address to each user. Savala’s records will record your purchased Tokens in its books as separate and apart from any other user’s Tokens and from Savala’s own property. Savala will not use your Tokens for its own account and will not loan, hypothecate, pledge, or otherwise encumber any of your Tokens.

You are not permitted to sell or transfer any of your right, title, or interest in or to the Tokens (or the graphite that such Tokens represent) outside of the Platform. Any purchase, sale, or transfer of the Tokens outside the Platform will be null and void. All purchase, sale, and transfers of the Tokens must be in accordance with these Terms.

When the graphite represented by the Token(s) that you hold is sold to End Buyers, Savala will distribute the proceeds of the sale of such graphite to you in accordance with the terms and conditions of these Terms and the applicable Purchase Agreement.

You acknowledge and agree that you will not engage in any of the following prohibited conduct in connection with your access to or use of the Platform:

• (a)violate any applicable law, commit fraud (or collude with others to commit fraud),breach any term or condition of any contract, including these Terms, or infringe,misappropriate, or otherwise violate any right of any third party, including anyintellectual property right;
• (b)provide false, inaccurate, or misleading information, including in connection withthe creation of your Account or the ordering, fulfillment, or completion of anytransaction on the Platform, including for the purpose of impersonating anotherperson or entity;
• (c) use the Platform in a way that interferes with, disrupts, negatively affects, or otherwise inhibits other users from accessing or using the Platform, or that could damage, disable, impair, overburden, or undermine the availability or functionality of the Platform in any manner;
• (d) attempt to circumvent, breach, or bypass any security device or protection used by or in connection with the Platform, including attempting to access or use any part of the Platform that you are not permitted to access or use under these Terms;
• (e) use any spider, crawler, robot, scraper, or other automated means or interface not provided by us to access or use the Platform or to extract any data from the Platform;
• (f) develop applications that interact with the Platform without our prior written consent or copy, modify, or create derivative works or improvements of or based on the Platform;
• (g) rent, lease, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available all or any part of the Platform to any third party, including on or in connection with the Internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
• (h) input, upload, transmit, or otherwise provide to or through the Platform any information or materials that are unlawful or injurious, or contain, transmit, or activate any software or other technology, including any virus, trojan horse, worm, backdoor, malware, or other malicious computer code, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data; or (b) prevent you or any other authorized user from accessing or using the Platform as intended;
• (i) remove, delete, alter, or obscure any warranties or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform;

• (j) access or use the Platform in any manner or for any purpose that: (a) infringes, misappropriates, or otherwise violates the intellectual property or other rights of Savala or any third party; or (b) violates any applicable law;
• (k) access or use the Platform for the purposes of competitive analysis of the Platform, the development, provision, or use of a competing product or service, or any other purpose that is to Savala’s detriment or commercial disadvantage;
• (l) undertake any transactional activity using the Platform that could be considered to constitute a manipulative or deceptive practice;
• (m) use any automated means to purchase or sell Tokens or otherwise access or use the Platform;
• (n) use or attempt to use another user’s Account without authorization or delegation or otherwise allow another person to access or use the Platform through your Account, including by sub-delegating or otherwise allowing a person to engage in transactions through your Account or engaging in transactions through your Account on another person’s behalf; or
• (o) otherwise access or use the Platform in a manner that is beyond the scope of the authorizations granted under these Terms.

Engaging in any of the above prohibited conduct, directly or indirectly, constitutes a breach of these Terms and may subject you to civil liability and/or criminal prosecution under applicable laws. We reserve the right to investigate and/or terminate your Account, if you have violated these Terms, misused the Platform, or acted in a manner that Savala considers inappropriate or unlawful. Without limiting the generality of the foregoing, we may also do the following in the event of your breach of these Terms:

• (a) withdraw your right to engage in further transactions on the Platform;
• (b) require you to liquidate your Token holdings on the Platform in an orderly fashion;
• (c) impose conditions on the manner in which you engage in further transactions on the Platform, including requiring that your subsequent proposed transactions receive our prior written approval;
• (d) require you to provide us with wire transfer instructions so that we can return your Funds when all of your Tokens have been sold; and
• (e) report your breach of these Terms, including any related transactional activities, to relevant regulatory authorities, regulatory agencies, and law enforcement.

Savala will provide you with access to and use of the Platform. Your right to access and use the Platform, including through your Account, is personal and non-exclusive, may not be transferred or sublicensed to any third party, and may be revoked by Savala at any time.

You acknowledge and agree that the Platform, including all intellectual property and intellectual property rights in or related to the Platform, are, will be, and will remain the sole and exclusive property of Savala, its affiliates, its licensors, or their respective successors and assigns. Neither these Terms nor your access to and use of the Platform convey or will convey to you any right, title, or interest in or in relation to the Platform, except for the limited right to access and use the Platform that is granted to you expressly in these Terms. All rights in and to the Platform, and the intellectual property in and related to them, are expressly reserved by their owner(s), except to the extent of the licence expressly granted to you in these Terms.

You acknowledge and agree that any and all data, performance metrics, analytics, reports, know-how, or other information related to the functionality or performance of the Platform (collectively, “Savala Data”), regardless of how, when, or by whom they are created, are, will be, and will remain the sole and exclusive property of Savala, its affiliates, its licensors, or their respective successors and assigns. You further acknowledge and agree that the Savala Data is an original compilation protected by copyright law, Savala has dedicated substantial resources to collect, manage, and compile the Savala Data, and the Savala Data constitutes trade secrets of Savala. All rights in and to the Savala Data, and the intellectual property in and related to the Savala Data, are expressly reserved by their owner(s), except to the extent of the limited licence expressly granted to you in these Terms.

You grant to Savala, its affiliates, and their respective licensees, successors, and assigns, an exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid up, transferable, and sublicensable right and licence to use and incorporate into the Platform any suggestion, enhancement, request, recommendation, correction, or other feedback provided by you relating to the Platform.

You acknowledge and agree that purchasing and selling Tokens is risky. You should only purchase Tokens if you can afford to lose the entire amount of your investment.

You are solely responsible, at your own expense, for obtaining and maintaining all Internet access, computer hardware, and other equipment and services needed to access and use the Platform. Due to the inherent technical limitations of the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information contained on the Platform. Savala recommends that you install appropriate anti-virus or other protective software. Savala is not responsible or liable for any software, computer viruses, or other destructive, harmful, or disruptive files or programs that may infect or otherwise affect the use of your computer equipment or other property on account of your access to or use of the Platform or your downloading or otherwise acquiring of any content or other information from or through the Platform.

SAVALA DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SAVALA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE PLATFORM, SERVICES, TOKENS, CONTENT, USER CONTENT, AND ANY OTHER SAVALA PROPERTY ARE PROVIDED “AS-IS” AND AS AVAILABLE, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. FOR CLARITY, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SAVALA MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM, SERVICES, TOKENS, CONTENT, USER CONTENT, OR ANY OTHER SAVALA PROPERTY, OR ANY PRODUCTS, SERVICES, OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. WE DO NOT GUARANTEE AND DO NOT MAKE ANY REPRESENTATION OR WARRANTY THAT ANY DEFECTS WITH THE PLATFORM, IF ANY, WILL BE CORRECTED. YOU UNDERSTAND THAT ANY USE OF, MODIFICATION TO, OR RELIANCE ON THE PLATFORM OR ANY TOKEN PURCHASED OR SOLD VIA THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK.

IN NO EVENT WILL SAVALA BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR RELATED TO THESE TERMS OR THE PROVISION OF THE PLATFORM, TOKENS, CONTENT, OR ANY OTHER SAVALA PROPERTY, OR ANY PRODUCTS, SERVICES, OR RESULTS OF THE USE THEREOF (INCLUDING LOSS OF PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), HOWSOEVER ARISING, EITHER OUT OF A BREACH OF THESE TERMS (INCLUDING BREACH OF WARRANTY), NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER THEORY OF LIABILITY, EVEN IF SAVALA HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, INCLUDING LOSSES RESULTING FROM: (A) FRAUDULENT OR UNAUTHORIZED TRANSACTIONS; (B) THE INSTALLATION, USE, OR MAINTENANCE OF PERSONAL COMPUTER EQUIPMENT OR SOFTWARE; (C) THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE; (D) ERRORS IN THE REPORTING OF YOUR TAXES; (E) ANY VARIATION IN AN ORDER OR A TRANSACTION; AND (F) SCHEDULED OR UNSCHEDULED OUTAGES OR DISRUPTIONS THAT DELAY OR PREVENT TRANSACTIONS OR THE USE OF THE PLATFORM OR SERVICES GENERALLY. SAVALA WILL ONLY BE LIABLE TO YOU FOR DIRECT DAMAGES RESULTING FROM ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SAVALA ARISING DIRECTLY FROM OUR PERFORMANCE OF OUR OBLIGATIONS UNDER THESE TERMS. SAVALA DOES NOT ASSUME ANY RISKS OR RESPONSIBILITIES BEYOND THOSE EXPRESSLY STATED IN THESE TERMS.

You agree to indemnify and hold harmless Savala and its respective directors, officers, employees, agents, representatives, shareholders, successors, and permitted assigns against any and all losses, damages, claims, costs, penalties, fines, charges, judgments, levies, and liabilities (including reasonable legal fees and disbursements) which may arise or result from your access to or use of the Platform (collectively the “Losses” and each a “Loss”). Without limiting the foregoing, this shall include: (a) any violation by you of the Terms; (b) any violation by you of a third-party right; (c) any breach of an obligation, representation, or warranty made by you under these Terms or otherwise; (d) any breach by you of applicable laws, regulations, by-laws, rules, policies, and customs; or (e) any claim for damages brought against us by any financial institution, payment processor, or other financial or payment services provider related to your non-compliance with the Terms, the Funds, your use of the Funding Account or Funding Card, or any transaction on the Platform, whether or not such transaction is fulfilled or completed.

Savala may, at any time, in our sole discretion and without notice or liability to you, alter, amend, restrict, modify, suspend, or terminate the Platform or any functionality or portion of the Platform.

Savala may, at any time and from time to time, without notice: (a) suspend or terminate your access or right to use the Platform or your Account; or (b) otherwise alter, amend, restrict, or modify your right to access or use the Platform or your Account, including if Savala determines, in its sole discretion, that you have violated or otherwise breached these Terms. You agree that, upon the suspension or termination of your access or right to use the Platform or your Account, you will immediately cease and desist from all access to and use of the Platform or your Account, as applicable, unless and until access is restored by Savala.

• (a) Force Majeure. Savala is not responsible or liable for: (a) any damages or loss resulting from causes outside our direct control, such as the failure of electronic or mechanical equipment or communication lines, electronic viruses or malware, unauthorized access to our systems, theft, operator error, severe weather, natural disasters, strikes or other labour problems, wars, disease, epidemic, pandemic, or governmental restrictions; or (b) any loss of information caused by disruptions in or malfunctions of the Platform.
• (b) Governing Law. These Terms and all related documents, and all matters arising out of or relating to these Terms, whether arising out of contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.
• (c) Entire Agreement. These Terms, together with any additional terms and conditions presented to you at the time of your access to and use of the Platform and to any separate written agreement between you and Savala, constitute the entire Agreement. There are no representations, covenants, or other terms other than those set out thereunder. These Terms supersede any previous discussions, understandings, or agreements between the parties relating to its subject matter.
• (d) Assignment. You may not assign, transfer, sublicense, or convey these Terms, including any rights granted by Savala and obligations assumed by you, except with Savala’s prior written consent. We may assign, transfer, sublicense, or convey these Terms, and our rights and obligations under them, to any third party without notice to you.
• (e) Severability. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
• (f) Survival. The Terms will survive and remain in effect notwithstanding any incidental, temporary, or intermittent closing out, reopening, or renumbering of your Account.
• (g) No Waiver. No waiver of satisfaction of a condition or non-performance of an obligation under these Terms is effective unless it is in writing and signed by the party granting the waiver or that party’s authorized representative. Unless expressly granted in writing and signed by the party granting the waiver or that party’s authorized representative, no waiver will extend to any subsequent non-satisfaction of a condition or non-performance of an obligation under these Terms, whether or not of the same or similar nature to that which was waived. No waiver will affect the exercise of any other rights or remedies under these Terms. Any failure or delay in exercising any right or remedy will not constitute, or be deemed to constitute, a waiver of that right or remedy. No single or partial exercise of any right or remedy will affect the further exercise of any right or remedy.
• (h) Third-Party Service Providers. You acknowledge and agree that we may use third-party service providers that we choose to assist with providing different aspects of the Platform. We are not affiliated or associated with any third-party service providers. We do not endorse, approve, or guarantee the accuracy of any content provided by a third-party service provider and make no representations or warranties about any third-party service provider or their services.
• (i) Independent Legal Advice. You acknowledge and agree that you have had sufficient time to review and consider the provisions contained herein, that you have read and understand these provisions, your rights, and your obligations asthey have been described herein, and that you have been given an opportunity to obtain independent legal advice concerning the interpretation and effect of these provisions.
• (j) Confidentiality. From time to time during the term of this Agreement, Savala may disclose or make available to you information about its or its affiliates’ business affairs, operations, pricing, products, services, intellectual property, and other sensitive, non-public, or proprietary information, data, documents, agreements, files, and other materials regarding or concerning and treated as confidential by Savala, whether disclosed orally or disclosed, stored, or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” including all (the “Confidential Information”). You shall (a) keep the Confidential Information strictly confidential and protect and safeguard the confidentiality of Savala’s Confidential Information with at least the same degree of care as you would protect your own Confidential Information but in no event with less than a commercially reasonable degree of care; (b) not use Savala’s Confidential Information, or permit it to be accessed or used, for any purpose other than to perform your obligations under this Agreement or otherwise in any manner to Savala’s detriment; or (c) without the prior written consent of Savala, not disclose any such Confidential Information to any person or entity, except your representatives who need to know the Confidential Information to assist you, or act on your behalf, in exercising your rights or performing your obligations under this Agreement. You shall be responsible for any breach of this subsection 20(j) caused by any of your representatives.