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Terms of Service

These Terms of Service (“Terms”), are by and between Neralake Inc. (the “Provider”) and the customer (the “Customer”) named on any Order, and sets out the terms and conditions under which Provider will
provide, and Customer will receive, access to the Subscription Services (as defined below). Acceptance of these Terms is evidenced by the signing or entering into of an Order (as defined below) by the Customer or by the Customer’s use of the Subscription Services.

The parties to these Terms are referred to herein individually as “Party” and collectively as the “Parties”.

The Provider may change these Terms from time to time, which changes shall be effective upon the commencement of the next Renewal Term (as defined below).

1. DEFINITIONS

1.1 “Affiliate” means either: (i) any entity which directly or indirectly Controls, is Controlled by, or is under common Control by, either Party; or (ii) an entity which is sponsored by another Customer. “Control” means
direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.2 “Authorized User” means the Customer’s employees, independent contractors and agents who are authorized by the Customer to access and use the Subscription Services on the Customer’s behalf.

1.3 “Business Days” means Monday to Friday, excluding any day other than Saturday, Sunday or any other day on which the Provider’s offices in the province of Manitoba are closed to the public.

1.4 “Claim(s)” means any and all third party claims, damages, losses, liabilities, costs and expenses (including reasonable attorney’s fees).

1.5 “Confidential Information” has the meaning ascribed thereto in Section 6.1 hereof.

1.6 “Content” means strategic plans, reports, financial and accounting information, metrics, key performance indicators, images, documents, graphics, messages, communications, information, transcriptions or other materials imported by the Customer, including its Authorized Users, into the Subscription Services.

1.7 “Customer” has the meaning provided thereto in the preamble hereof.

1.8 “Disclosing Party” has the meaning ascribed thereto in Section 6.1 hereof.

1.9 “Documentation” means written or electronic explanatory materials, such as user manuals, training manuals, specifications regarding use of the Subscription Services, that are published by the Provider and which may be revised by the Provider from time to time.

1.10 “Feedback” has the meaning ascribed thereto in Section 5.3 hereof.

1.11 “Fees” means the fees payable by the Customer as specified in each Order.

1.12 “Initial Term” means the initial period for Subscription Services, as specified in the Order.

1.13 “IP Rights” has the meaning ascribed thereto in Section 5.1 hereof.

1.14 “Law(s)” means any statute, ordinance, judicial decision, executive order, directive or regulation having the force and effect of law in each case to the extent applicable to a Party, the Subscription Services
and the use thereof, in connection with these Terms.

1.15 “License” has the meaning ascribed thereto in Section 5.1 hereof.

1.16 “Order” means an ordering document that specifies the Subscription Services purchased by the Customer or its Affiliates under these Terms, which may include as applicable, the quantities, subscription
start and end dates, and other related details. The Order may be a subscription record from a third-party payment processor, such as Chargebee or a sponsorship order sheet. If multiple Orders are executed, each such Order will form a separate contract between the Parties.

1.17 “Overage Fees” means additional units or quantities, related to the Subscription Services, which are in excess of the initial contracted amounts in the Order, as specified on the Order.

1.18 “Party” or “Parties” has the meaning ascribed thereto in the preamble hereof.

1.19 “Privacy Policy” has the meaning ascribed thereto in Section 6.4 hereof.

1.20 “Provider” has the meaning ascribed thereto in the preamble hereof.

1.21 “Provider Content” has the meaning ascribed thereto in Section 5.1 hereof.

1.22 “Reactivation Period” has the meaning ascribed thereto in Section 10.4 hereof.

1.23 “Receiving Party” has the meaning ascribed thereto in Section 6.1 hereof.

1.24 “Retention Period” has the meaning ascribed thereto in Section 10.4 hereof.

1.25 “Sensitive Data” means an: (i) individual’s government-issued identification number (including Social Insurance Number (or equivalent), driver’s license number, or government-issued identification number); (ii) sexual preference or activities, marital status, nationality, racial or ethnic origin; (iii) financial account number, credit card number, debit card number, credit report information, with or without any required security code, access code, personal identification number or password that would permit access to an individual’s financial account; (iv) religious or philosophical beliefs or affiliations, political party membership, or labor or trade union membership; or (v) biometric, genetic, health, medical, or medical insurance data.

1.26 “Standard Personal Data” means any information relating to an identified or identifiable individual, including but not limited to: name, business email, employer ID, job title, phone numbers, mail stop, room
location, desk location, submitted by Customer to the Subscription Services, as well as other standard personal information specific to the work environment and office and facilities management.

1.27 “Subscription Services” means Provider’s software-as-a-service subscription cloud-based service as more specifically identified in an Order.

1.28 “Subscription Term” means the period during which the Subscription Services will be provided as set out in each Order, including the Initial Term and any Renewal Terms.

1.29 “Taxes” has the meaning ascribed thereto in Section 4.5 hereof.

1.30 “Terms” has the meaning provided thereto in the preamble hereof.

1.31 “U.K.” means the United Kingdom.

1.32 “U.S.” means the United States of America.

1.33 “WHT” has the meaning ascribed thereto in Section 4.5 hereof.

Other capitalized terms used in these Terms will have the meanings given to those terms, where they are defined in these Terms.

2. THE SUBSCRIPTION SERVICES

2.1 Access Rights. Subject to these Terms, the Provider grants to the Customer during the SubscriptionTerm a worldwide, non-exclusive, non-transferable (except as expressly permitted in Section 11.5) right to
access and use the Subscription Services solely for the Customer’s internal business purposes and only in accordance with the applicable Documentation and the Order. The Customer agrees that the Customer’s
subscription to the Subscription Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by the Provider regarding future
functionality or features.

2.2 Use Restrictions. The Customer will not and will not permit any of its Authorized Users to: (a) modify, copy or create any derivative works based on the Subscription Services; (b) license, sublicense, sell, resell,
rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Subscription Services available to any third party, other than to Authorized Users as permitted herein; (c)
reverse engineer or decompile any portion of the Subscription Services including, without limitation, accessing the source code thereof; (d) access the Subscription Services or use any Documentation in order
to build a similar product or competitive product; (e) copy any features, functions, integrations, interfaces or graphics of the Subscription Services; (f) submit any infringing or otherwise unlawful or tortious material to the Subscription Services, including material that violates privacy rights; (g) intentionally interfere with or disrupt the integrity or performance of the Subscription Services; (h) circumvent or disable any security or features of the Subscription Services, or attempt to probe, scan, gain access to, or test the vulnerability of the Provider’s network and/or Subscription Services or any systems, networks, servers, computers, devices, or equipment owned, controlled, or used by the Provider to provide the Subscription Services; (i) frame or mirror any portion of the Subscription Services; (j) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Subscription Services content, or reproduce or circumvent the navigational structure or presentation of the Services; (k) engage in any conduct that is likely to result in Subscription Services being the target of a denial of service (DoS) attack, or interfere with or disrupt the integrity or performance of the Subscription Services or any related data; (l) remove any copyright notices, trademarks and any other proprietary marks of Provider, its Affiliates and its suppliers, from any Documentation or Subscription Services; or (m) upload, transmit or store any Sensitive Data through the Subscription Services.

2.3 Acceptable Use Policy. During the Subscription Term, the Customer: (a) shall be solely responsible for the integrity, accuracy, legality, and quality of the Standard Personal Data or Content; (b) shall be
responsible for procuring any necessary consents or having other legal basis to upload and store Standard Personal Data in the Subscription Services; (c) shall be responsible for ensuring that its internet connections and hardware are compatible with the Subscription Services as set out in the relevant Documentation; (d) shall not upload any data (including, but not limited to, the Standard Personal Data and the Content) in the Subscription Services that it knows or has reason to know: (i) infringes another’s intellectual property rights, or (ii) invades any privacy laws including, without limitation, another’s right to privacy and/or any privacy policies of the Customer, Customer’s Affiliates, Authorized Users or any third-party; (e) shall not: (i) engage or facilitate any unethical, deceptive or misleading practices in connection with the use of the Subscription Services, (ii) use the Subscription Service to send unsolicited messages (commercial or otherwise), and/or (iii) provide data to be transmitted in the Subscription Services which is defamatory, libelous, obscene, pornographic, threatening, defamatory, or is otherwise harmful; and/or promotes violence, discrimination, illegal activities, gambling, alcoholic beverages, guns or tobacco; (f) acknowledges that it is responsible for implementing and maintaining reasonable security precautions in connection with its use of the Subscription Services; and (g) agrees to: (i) identify and authenticate all Authorized Users; (ii) approve access by such Authorized Users to the Subscription Services; and (iii) promptly deactivate access to terminated personnel or known unauthorized personnel. The Provider is not responsible or liable for any delay, increased costs or failure of performance caused in whole, or in part by the Customer’s delay in performing, or its failure to perform, any of its obligations under these Terms, including, without limitation, any incompleteness or inaccuracies in any information, Standard Personal Data or Content uploaded by the Customer to the Subscription Services.

2.4 Authorized Users. The Provider is not responsible for any harm arising from any acts or omissions of any Authorized Users, including individuals who were not authorized to access the Subscription Services but who were able to gain access for any reason. The Customer will notify the Provider immediately of any actual or suspected unauthorized access to the Subscription Services at support@neralake.com.

2.5 Customer Systems. The Customer shall at all times during the Subscription Term: (a) set up, maintain and operate in good repair, all information technology infrastructure on or through which the Subscription
Services are accessed or used, which is not the Provider’s obligation under these Terms or the applicable Order or order form (the “Customer Systems”); (b) provide the Provider access to the Customer’s premises and Customer Systems as is necessary for the Provider to perform the Subscription Services; and (c) provide promptly all cooperation, assistance and information as the Provider may reasonably request to enable it to exercise its rights and perform its obligations under and in connection with these Terms. The Provider is not responsible or liable for any delay or failure of performance caused in whole or in part by: (i) the Customer’s delay in performing, or its failure to perform, any of its obligations under these Terms, including without limitation any incompleteness or inaccuracies in any information provided by the
Customer; or (ii) a failure of the Customer Systems to operate in accordance with manufacturer’s specifications or as otherwise indicated in project documentation or instructions reasonably provided by the Provider.

2.6 Affiliates. The Customer and/or Customer’s Affiliates may purchase Subscription Services through an Order, provided that the Customer shall be responsible for such Affiliate’s performance of its obligations. In such event: (i) the Customer Affiliate executing the Order will, for the purposes of such Order, be considered “Customer” as that term is used in these Terms; and (ii) all Orders will be governed by these Terms regarding the Customer’s and its Affiliate’s access and use of the Subscription Services, and the Order will include a statement to this effect which shall be signed by the relevant Affiliate. For clarity, the Provider will not be obligated to provide any Subscription Services to the Customer or its Affiliate(s) until the Provider receives a valid Order for such Subscription Services. The Affiliate acknowledges and agrees that the
sponsoring Customer shall have access to the Affiliate’s Content while the Affiliate uses the Subscription Services.

2.7 Changes to the Subscription Services. The Provider may modify the Subscription Services from time to time by removing unused features or substituting outdated features with new features that have similar or improved functionality, by implementing system upgrades, migrations and/or platform changes or otherwise, so long as such changes are not intended to and, in the sole discretion of the Provider, do not
materially adversely affect the Customer’s use of the Subscription Services. The Customer’s continued use of the Subscription Services following such changes constitute the Customer’s acceptance thereof.

3. PROVISION OF SERVICES

3.1 Subscription Services Availability. During the Subscription Term, the Provider will use commercially reasonable efforts to utilize a reputable hosting infrastructure to provide the Subscription Services.

4. PAYMENT AND TAXES

4.1 Payment Terms. Unless specified otherwise in the Order, all Fees: (i) will be stated and paid in the currency specified in the Order, without setoff or any deductions; (ii) cannot be decreased during the
Subscription Term; and (iii) are non-refundable. Subscription Fees are based on Subscription Services purchased, and not actual usage (except for Overage Fees).

The Customer will pay the Fees identified in the Order as follows:

  1. (a) Subscription Service Fees – Self-Serve. In the case of a Customer who uses a self-serve subscription through the Provider’s third-party payment processor, the Customer’s credit card will
    be charged upon subscription for the Subscription Services and on each renewal, whether annual or monthly. Access to the Subscription Services is granted to the Customer upon the Provider’s receipt of the successful payment. In the event of a failed payment, the Provider will give a nine (9) calendar days’ dunning period. If successful payment is not received by the Provider after the completion of the dunning period, the Provider will terminate the Customer’s access to the Subscription Services until successful payment is received by the Provider.
  2. (b) Subscription Service Fees - Foundations. In the case of a Customer who is a foundation, unless otherwise provided on the Order, the Provider will invoice the Customer annually, in advance, for the Subscription Services. Payment is due to the Provider on the earlier of: (i) thirty (30) days from the invoice date; or (ii) the anniversary of the Order start date.
  3. (c) Subscription Service Fees – Sponsored. In the case of an Affiliate who is sponsored by another Customer, the Affiliate shall receive an access code for the Subscription Services, however, the Affiliate’s payment information will still need to be uploaded to the Provider’s third-party payment processor to access the Subscription Services. If the term for the access code expires and no new access code is provided to the Affiliate by its sponsoring Customer, and if the Affiliate wishes to continue to access the Subscription Services, the Provider (using their third-party payment processor) shall charge the Affiliate’s credit card using the previously uploaded payment information.
  4. (d) Overage Fees. Within thirty (30) days from the invoice date, the Customer will pay to the Provider the Overage Fees calculated and invoiced in accordance with the Order.

4.2 Payment Details. The Customer is responsible for providing complete and accurate invoicing details and primary contact information to the Provider directly or through a third-party payment processor contracted by the Provider, such as Chargebee, and notifying the Provider’s third-party payment processor. Where a purchase order number is given by the Customer, the Provider shall include such purchase order number on the invoice. If the Customer fails to provide, or provides an incorrect, purchase order number, then the Customer shall not be relieved of the Customer’s obligation to pay the relevant Fees.

4.3 Overdue Charges. In the case of a Customer who is a foundation, any undisputed payment that is not received by the due date, may accrue late charges at the rate of 1.5% per month or the highest rate
permitted by Law, whichever is lower, plus any and all collection costs.

4.4 Invoice and Payment Disputes. If the Customer reasonably, and in good faith, disputes all or any portion of any invoice or processed payment, the Customer will: (a) notify the Provider, in writing emailed to
support@neralake.com, of its objection, within thirty (30) days from the date of the Customer’s receipt of the relevant invoice or the Provider’s receipt of the payment; (b) provide a detailed description of the reasons for the objection; and (c) if applicable, pay the portion of the invoice which is not in dispute (if any). Failure to provide an objection within the time frame will be deemed acceptance of the invoice or the automatically processed payment. The Customer’s obligations to pay the disputed amounts of any such invoice or automatic payment processing will be suspended until such time as the Parties resolve such dispute.

4.5 Taxes. Except as otherwise stated in an Order, the Fees do not include any direct or indirect local, provincial, federal or foreign taxes, levies, duties, or similar governmental assessments of any nature, including value-added, goods- and-services tax, excise, use or withholding taxes (collectively, “Taxes“). The Customer is responsible for paying all Taxes, excluding any income taxes levied on the Provider. If the Provider has a legal obligation to pay or collect Taxes for which the Customer is responsible, the appropriate amount will be invoiced to and paid by the Customer, unless the Customer provides the Provider with a valid tax exemption certificate authorized by the appropriate taxing authority. If the Customer is required by Law to account for or pay any withholding for any tax, duty, or other charge in respect of any invoice issued by the Provider (“WHT”), the Customer will: (i) gross up the amount payable under the invoice to apply the rate of WHT so that, after payment of any WHT, the net amount received by the Provider from the Customer will be equal to the actual amount payable under the invoice; (ii) pay the WHT to the relevant taxing or other governmental authority; and (iii) promptly provide evidence of such payment. The Customer shall indemnify, and hold the Provider and its Affiliates harmless from and against third party claims, damages, losses, liabilities, costs and expenses arising from non-payment of any WHT.

4.6 Fee Increase. The Provider reserves the right to increase fees after the expiration or renewal of the initial Subscription Term (which may be monthly, annually or some other period). The Provider will provide at least sixty (60) days’ advance notice of any such fee increase prior to the renewal date. If an Order sets out additional or conflicting fee increase terms, those additional or conflicting fee increase terms will prevail and govern, to the extent of such inconsistency.

5. PROPRIETARY RIGHTS.

5.1 Retained Rights. Subject to the limited rights expressly granted hereunder, the Provider and its licensors reserve all of their right, title and interest in and to: (a) all information, data or other content that is generated by or used in connection with the Subscription Services including, without limitation, all of their related intellectual property rights, aggregated and statistical data arising from the operation of the Subscription Services and any customizations, improvements, suggestions, enhancement requests, recommendations or other feedback, relating to the functionality of the Subscription Services, regardless of whether such material is provided by the Customer or the Provider and its Authorized Users (collectively the “ Provider Content”), but for clarity, the Provider Content does not include the Content or Standard Personal Data, the ownership of which remains with the Customer; and (b) the Subscription Services (including without limitation, the Provider Content), and including any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trade-mark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms or protection in any part of the world (collectively, “IP Rights”) in any of them.

The Customer hereby grants to the Provider an irrevocable, non-exclusive, sub-licensable, assignable or otherwise transferable, royalty-free, worldwide license to the de-identified and anonymized data which
forms part of the Content (the “License”) for the purpose of fine-tuning the Subscription Services and to make the de-identified and anonymized data available to other users of the Subscription Services as part of the Subscription Services, including, without limitation, to provide answers and general information. The Customer acknowledges and agrees that it has no right, license or authorization with respect to any of the Subscription Services or Provider Content (including any IP Rights therein) except as expressly set out herein.

5.2 Content and Standard Personal Data. The Customer represents and warrants it has the right and authority to provide the Provider with the Content and any Standard Personal Data for use in connection
with the Subscription Services. As between the Parties, the Content and Standard Personal Data will be owned by the Customer. The Customer grants the Provider a non-exclusive, worldwide, transferable, royalty-free and fully paid license to use the Content and Standard Personal Data solely as necessary to perform the Subscription Services. The Provider reserves the right to access and monitor the Subscription
Services and any Standard Personal Data, Content or information which is resident on, or transits through, the Subscription Services, to: (a) provide the Subscription Services, including upgrades thereto; (b) satisfy applicable laws, regulations, legal processes or governmental request; (c) enforce these Terms, including investigation of potential violations hereof; (d) detect, prevent, or otherwise address fraud, security or technical issues; or (e) respond to user support requests. The Provider will not be responsible or liable for the exercise or non-exercise of its rights under this Section 5.2.

5.3 Feedback. The Parties acknowledge that the Subscription Services may collect and aggregate certain de-identified information and data regarding the use and operation of the Subscription Services by the
Customer. Customer agrees that the Provider may utilize such information and data as well as any Customer suggestions, enhancement requests or other recommendations (collectively, “Feedback“) for any lawful business purpose, without a duty of accounting to the Customer so long as such Feedback does not identify the Customer, or any Customer provided Content or Standard Personal Data. No compensation will be paid with respect to the Provider’s use of Feedback. The Provider will own all rights, title, and interest, including all related intellectual property rights in any Feedback provided by the Customer.

5.4. Notwithstanding any restrictions, conditions, requirements or limitations in these Terms, the Parties acknowledge and agree that the Customer shall not: (a) assign, transfer or redistribute the Subscription Services to any third party in whole or in part other than as permitted under these Terms; (b) grant any sublicense or otherwise permit any person other than an Authorized User to access or use the Subscription Services; (c) charge a fee to any third party for access or use of the Subscription Services; (d) install, use or make available the Subscription Services for any online application service provider business, internet
service provider business, or other online software rental business; (e) use or permit the use of the Services other than for the purposes set out from time to time in any Order; or (f) not use any Provider Content, except to use and enjoy the benefit of the Subscription Services in accordance with the terms of these Terms.

6. CONFIDENTIALITY AND DATA PRIVACY

6.1 Confidential Information. The term “Confidential Information” means Standard Personal Data, internal policies and procedures of a Party and all other non-public information that a reasonable person should
understand to be confidential due to its nature and the circumstances in which it was disclosed and that is disclosed by or on behalf of either Party (“Disclosing Party”) to the other Party (“Receiving Party”),
whether such information is disclosed before or after the Customer’s initial subscription date, but specifically excludes account history and user activity of the Customer, provided such information does not contain personally identifiable information. The obligations of confidentiality set out herein do not apply to information that (i) was in the public domain prior to the time of disclosure; (ii) enters the public domain after disclosure through no action or inaction of the Receiving Party; (iii) is already known by the Receiving Party at the time of disclosure; (iv) is obtained by the Receiving Party from a third party without restriction; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. Except as otherwise expressly set out in these Terms, the Receiving Party will not disclose (including, without limitation, distribute, transmit or transfer) or use the Confidential Information of the Disclosing Party or any portion thereof without the prior written consent of Disclosing Party except for the purpose of exercising its rights or performing its obligations under these Terms. The Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, consultants, and agents who are bound by obligations of confidentiality no less protective than those set out in these Terms and Receiving Party, will be responsible for any unauthorized disclosure of any Confidential Information by such persons as if Receiving Party had made such unauthorized disclosure itself. In addition, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent required by Law so long as the Receiving Party gives the Disclosing Party (to the extent legally permissible) prompt written notice prior to the disclosure and reasonable assistance in limiting disclosure or obtaining a protective order. The Receiving Party agrees to take steps designed to protect the Disclosing Party’s Confidential Information that are substantially similar to those it takes to protect its own proprietary information (but not less than reasonable care) from unauthorized disclosure. Receiving Party will promptly notify the Disclosing Party if the Receiving Party becomes aware of any misuse or unauthorized disclosure of Confidential Information.

6.2 Return of Confidential Information of Disclosing Party. Upon Disclosing Party’s written request or when these Terms are terminated or expire, within thirty (30) days of such request, termination or expiration (as the case may be), the Receiving Party will return or destroy all Confidential Information. However, the Receiving Party is permitted to retain copies of the Confidential Information for archival, audit, disaster recovery, legal and/or regulatory purposes. The return of any Confidential Information as required under this Section 6.2 shall be performed in accordance with the provisions of Section 11.4 hereof.

6.3 Injunctive Relief. The Receiving Party acknowledges that any unauthorized disclosure of Confidential Information of the Disclosing Party may result in irreparable injury to the Disclosing Party, which injury could not be adequately compensated by the payment of money damages. In addition to any other legal and equitable remedies that may be available, the Disclosing Party will be entitled to seek injunctive relief
against any breach or threatened breach by the Receiving Party of the confidentiality obligations hereunder, from any court of competent jurisdiction, without being required to: (a) show any actual damage or irreparable harm; (b) prove the inadequacy of its legal remedies; or (c) post any bond or other security.

6.4 Provider Data Security and Privacy Obligations. The Provider maintains industry standard physical, administrative, and technical security measures to protect against and prevent unauthorized access of
Standard Personal Data and Content, but cannot and does not guarantee that Standard Personal Data or Content will not be subject to unauthorized access or disclosure. The Provider is not responsible for
unauthorized access, alteration, theft or destruction of Standard Personal Data or Content arising from the Customer’s or its Authorized User’s actions or omissions. The Provider’s privacy policy (“Privacy Policy”) is located at www.neralake.com/privacy (which Privacy Policy is incorporated into and forms part of these Terms).

6.5 Customer Data Security and Privacy Obligations. The Customer shall, at all times during the Term, retain sole responsibility for: (a) all Standard Personal Data or Content, including its content and use; (b) all
information, instructions and materials provided by or on behalf of the Customer or any Authorized User in connection with the Subscription Services; (c) all information, technology infrastructure on or through which the Subscription Services are access or used, which is not the Provider’s obligation under these Terms or the applicable Order; (d) the security and use of access credentials of the Customer and its Authorized Users; (e) all access to and use of the Subscription Services and Provider Content directly or indirectly by or through the Customer Systems or its or its Authorized Users’ access credentials, with or without the Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use; and (f) any interception of Standard Personal Data or Content, by third parties, and for greater certainty, the Provider cannot guarantee data security, and its obligations are expressly limited to complying with the Privacy and Security Obligations.

7. REPRESENTATIONS AND DISCLAIMER

7.1 Mutual Representations. Each Party represents and warrants that: (a) it has the full corporate right, power, and authority to enter into and perform its obligations and grant the licenses it grants or is required to grant under these Terms; (b) the execution of an Order by its representative whose signature is set out on the Order has been duly authorized by all necessary corporate or organizational action of such Party; and (c) when an Order is executed, the applicable Order will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

7.2 Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 7, THE PROVIDER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER INCLUDING, WITHOUT LIMITATION, THAT: (A) THE SUBSCRIPTION SERVICES OR THE DOCUMENTATION ARE ERROR-FREE, (B) OPERATION OR USE OF THE SUBSCRIPTION SERVICES WILL BE SECURE OR UNINTERRUPTED; OR (C) THE PROVIDER CONTENT OR ANY OUTPUT FROM THE SUBSCRIPTION SERVICES CAN BE RELIED ON BY THE CUSTOMER. THE PROVIDER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. THE SUBSCRIPTION SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE PROVIDER SHALL NOT HAVE ANY LIABILITY FOR PERSONAL INJURY OR DEATH (EXCEPT WHERE ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD) OR PROPERTY DAMAGE ARISING FROM FAILURE OF THE SUBSCRIPTION SERVICES, HOWEVER CAUSED, OR UNDER ANY THEORY OF LIABILITY, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8. INDEMNIFICATION AND PROCEDURES

8.1 Provider Indemnification. The Provider will defend, indemnify, and hold the Customer and its Affiliates harmless from and against Claims arising out of or relating to the extent: (a) that the Subscription Services
infringe or misappropriate any intellectual property right of such third party; or (b) arising out of the Provider’s gross negligence, willful misconduct or fraud.

8.2 The Provider will have no obligation under Section 8.1(a) for any Claim to the extent arising out of or is based upon: (i) the Customer’s use of the Subscription Services not in compliance with these Terms, an Order, or the Documentation; (ii) the Customer’s combination of the Subscription Services with software, system, data, or other materials not supplied or authorized by the Provider (unless expressly permitted by the Documentation) without the Provider’s prior written authorization; (iii) the Content or Standard Personal Data provided to the Provider; or (iv) the Customer’s use, reliance on, consideration or implementation of, any prompts, suggestions or Content generated by the Subscription Services.

8.3 In the event an infringement or misappropriation Claim involving the Subscription Services is brought or threatened, or is likely to be brought or threatened in the Provider’s reasonable opinion, the Provider may, at its sole option and expense: (i) procure for the Customer the right to continue to use the Subscription Services; (ii) modify the Subscription Services in a manner that does not materially degrade the functionality of the Subscription Services; or (iii) terminate the affected Subscription Services and, with respect to termination of the Subscription Services, refund the unearned portion of the Fees payable for the affected Subscription Services based on the days left in the Subscription Term, less any Fees for usage accrued prior to the date of termination. Notwithstanding anything else herein, the foregoing indemnification obligations are the Provider’s only obligations and liability, and the Customer’s exclusive remedy, in respect of any infringement or misappropriation Claim.

8.4 Customer Indemnification. The Customer will defend, indemnify, and hold the Provider, its Affiliates, suppliers, and licensors harmless from and against any Claims arising out of or relating to: (a) Standard Personal Data and Content provided to the Provider; (b) breach of Sections 2.2 or 2.3; (c) alleged infringement or misappropriation of third-party’s intellectual property rights resulting from Standard Personal Data or Content; or (d) the Customer’s gross negligence, willful misconduct, or fraud.

8.5 Indemnification Procedures. The Party seeking indemnification (the “Indemnified Party”) hereunder shall promptly notify the other Party (the “Indemnifying Party”) in writing of any action and cooperate with the Indemnifying Party at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall immediately take control of the defense and investigation of such action and shall employ counsel of its choice to handle and defend the same. The Indemnifying Party shall not settle any action in a manner that adversely affects the rights of the Indemnified Party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld or delayed. The Indemnified Party’s failure to perform any obligations under this Section shall not relieve the Indemnifying Party of its obligations under this Section except to the extent that the Indemnifying Party has been prejudiced as a result of such failure. The Indemnified Party may participate in and observe the proceedings at its own cost and expense.

9. LIMITATION OF LIABILITY

9.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES BE LIABLE FOR: (I) PURE ECONOMIC LOSS OR LOSS OF REVENUE OR PROFITS; LOSS OF USE OR DAMAGE OR UNAUTHORIZED ACCESS TO DATA; COST TO PROCURE SUBSTITUTE SERVICES; LOSS OR DEPLETION OF GOODWILL; OR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES; AND (II) DIRECT DAMAGES IN EXCESS OF THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER AND ITS AFFILIATES TO PROVIDER HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS’ PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS AND EXCLUSIONS DO NOT APPLY TO THE CUSTOMER’S FAILURE TO REMIT ALL FEES PROPERLY DUE AND OWING UNDER THE APPLICABLE ORDER.

10. TERM AND TERMINATION; SUSPENSION.

10.1 Order Term. Each Order will set out the applicable term during which the Subscription Services will be provided to Customer. Unless otherwise provided in an Order, upon expiration of the Initial Term or any Renewal Term, the Subscription Services will automatically renew for additional periods, as set out in the Order (each a “Renewal Term”). The Provider must provide at least sixty (60) days’ written notice if it intends for the Subscription Services to expire at the end of the then-current Subscription Term. If the Customer wishes for the Subscription Services to expire at the end of the then-current Subscription Term, it
must provide notice of cancellation at least one (1) business day before the end of the then-current Subscription Term.

10.2 Termination. Either Party may terminate any Order immediately upon written notice if the other Party: (a) materially breaches any obligations under these Terms or an Order and fails to cure the breach within thirty (30) days after receiving written notice to do so; or (b) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Any material breach notice by the terminating Party shall expressly state all the reasons for the claimed breach in sufficient detail to provide the other Party the opportunity to cure the alleged breach.

10.3 Effects of Termination. Upon termination or expiration of the applicable Order, the Customer’s use of the Subscription Services shall cease. Termination of an Order will not relieve the Customer of any liability accrued prior to the date of termination. In addition, if an Order is terminated by the Customer for any reason other than those listed in Section 10.2, the Customer will remain responsible for any fees set out in the Order, regardless of whether such amounts have been invoiced or are payable at the time of such termination. However, upon termination of an Order by the Customer for Provider’s breach, Provider will
refund to the Customer any unused, prepaid fees covering the remainder of the term of the applicable Order. Termination of an Order will not affect the Parties’ rights and obligations under any other Order, and all other Orders will remain in full force and effect unless and until terminated in accordance with their terms.

10.4 Data Retention and Deletion. For thirty (30) days following expiration or termination of an Order (“Retention Period”), the Customer may, at its sole discretion, provide a written request to the Provider that: (a) the Provider provides a complete copy of all Standard Personal Data (exported in a format to be determined in the Provider’s sole discretion); or (b) deactivate all copies of Content. The Provider shall have forty-five (45) days to comply with any such written request. Twenty-Four (24) months after the Retention Period the Provider shall delete and procure the deletion of any copies of any Standard Personal Data, provided however, the Customer may request, in writing, a deletion of their Standard Personal Data at any time during or after the Retention Period. The Provider shall have forty-five (45) days to comply with any such written request. If the Customer has not requested a deletion of their Standard Personal Data and re- subscribes to the Subscription Services within twenty-four (24) months from the expiration or termination of an Order (the “Reactivation Period”), the Provider will reactivate all of the Customer’s Standard Personal Data and Content. The Reactivation Period may be extended if requested by the Customer in writing, as determined in the sole discretion of the Provider. Notwithstanding the other terms of this section, the Provider may retain Standard Personal Data to the extent required by Law(s) and only to the extent and for such period as required by Law(s) and always provided that Provider shall ensure the confidentiality of all such Standard Personal Data and shall ensure that such Standard Personal Data is only processed as necessary for the purpose(s) specified in the Law(s) requiring its storage and for no other purpose, except as specified in these Terms, including, without limitation, the License contemplated in Section 5.1.

10.5 Suspension. Provider reserves the right to suspend access to the Subscription Services without liability if: (a) the Customer is delinquent on any undisputed late payment obligations for more than thirty (30) days following written notice of such late payment; (b) the Provider reasonably believes that suspension of the Subscription Services is necessary to comply with Law or request of governmental entities; (c) the Provider reasonably determines that the Customer’s use of the Subscription Services poses any security or vulnerability risk to the Provider, the Customer, or the Subscription Services; or (d) if the Provider reasonably determines the security or proper functionality of the Subscription Services may be compromised due to hacking, denial of service attacks, or a security incident involving the Subscription Services. The Provider will endeavor to give advance notice of any suspension and will restore access to the Subscription Service as soon as the underlying cause is mitigated.

10.6 Survival. If these Terms are terminated for any reason, remedies for breach, rights to accrued payments and Sections 1 (Definitions), 4.1 (Payment Terms), 5.1 (Retained Rights), 5.3 (Feedback), 6 (Confidentiality and Data Privacy), 8 (Indemnification), 9 (Limitation of Liability), 10.3 (Effects of Termination), 10.4 (Data Retention and Deletion) and 11 (General), shall survive such termination indefinitely.

11. GENERAL TERMS

11.1 Waiver and Severability. No failure or delay by either Party in exercising any right under these Terms will constitute a waiver of that right. All waivers must be in writing and signed by the Party granting the waiver. The waiver by a Party of any of its rights or remedies in a particular instance will not operate as a waiver of any subsequent event or breach by the other Party. If any provision of these Terms is deemed invalid, illegal or unenforceable, that provision will be restated so that it is enforceable to the maximum extent permissible under law and is consistent with the original intent and economic terms of the invalid provision. The remainder of these Terms will remain valid and enforceable in accordance with its terms.

11.2 Subcontractors. The Provider reserves the right to use subcontractors (who are under a covenant of confidentiality with the Provider), including, but not limited to, offshore subcontractors to assist with
Subscription Services, including, without limitation, data migration, configuration, and implementation processes.

11.3 Non-Solicitation. During the Subscription Term and for twelve (12) months thereafter, neither Party will, directly or indirectly, induce or attempt to induce any employee or consultant of the other Party or any of its Affiliates engaged in the provision, receipt, review or management of the Subscription Services to leave the employment of the other Party. Nothing in this Section will preclude either Party from publishing or otherwise making general solicitations of employment not specifically directed towards personnel or hiring personnel because of such general solicitation.

11.4 Force Majeure. Neither Party will be liable for any failure to perform due to circumstances beyond its reasonable control, including without limitation, acts of God; acts of government; natural disasters; fire; civil unrest; acts of terror; pandemic; labor problems (other than those involving such Party’s employees); or Internet or telecommunications service provider failures. A force majeure event will not include a Party’s financial inability to perform its obligations. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

11.5 Assignment. Subject to Section 11.2, either Party may transfer or assign any of its rights or delegate any of its obligations under these Terms, in whole or in part and including any transfers by operation of law, without the prior written consent of the other Party. However, either Party may transfer or assign its obligations under these Terms in their entirety without the consent of the other Party to an Affiliate or in connection with a merger, acquisition, and corporate reorganization, sale of all or substantially all of its assets or a similar transaction. Any attempted assignment or transfer in violation of this Section will be
null and void. These Terms will be binding on and enure to the benefit of the Parties and their respective permitted successors and assigns.

11.6 Relationship of the Parties. The relationship between the Parties is that of independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. Neither Party will have authority to contract for or bind the other Party in any manner whatsoever.

11.7 Publicity. The Provider may identify the Customer as a customer of the Provider on the Provider’s website as well as within any written and/or electronic marketing material relating to the Provider’s products
and/or services.

11.8 Third-Party Beneficiaries. These Terms are for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or will confer upon
any other party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

11.9 Compliance with Laws. Each Party will comply with all Laws in the performance of its obligations under any Order and these Terms, including, without limitation, privacy, anti-bribery and modern slavery laws. Each Party will maintain its own policies and procedures designed to ensure compliance with all Laws.

11.10 Governing Law. All matters arising out of or relating to an Order or these Terms will be governed by and construed under the laws of the province of Manitoba, without regard to its conflicts of laws rules. The
Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Subject to Section 11.11 hereof, any legal suit, action, litigation or proceeding of any kind whatsoever in any way arising out of, from, or relating to, these Terms, the Subscription Services and any other services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Manitoba.

11.11 Dispute Resolution. If a dispute should arise between the Parties relating to these Terms or any Order, the Parties shall promptly hold a meeting, attended by persons with decision-making authority regarding the dispute, in an attempt in good faith to negotiate a resolution of the dispute; provided, however, that no such meeting shall be deemed to vitiate or reduce the obligations and liabilities of the Parties or be deemed a waiver by either Party hereto of any remedies to which such Party would otherwise be entitled. If the dispute is not resolved within thirty (30) days after the commencement of negotiations, or if no negotiations are commenced within sixty (60) days after one Party notifies the other Party of such dispute, then such dispute may be resolved by formal legal actions. The foregoing process will not apply if expiration of the applicable time for bringing an action is imminent and will not prohibit a Party from pursuing injunctive or other equitable relief to which it may be entitled.

11.12 Notices. Any notice required or permitted to be given will be effective if it is in writing and sent by certified or registered mail, or overnight courier, return receipt requested or email with confirmation of
receipt, to the appropriate Party at the address set out on the applicable Order and with the appropriate postage affixed (where applicable). Either Party may change its address for receipt of notice by notice to the other Party in accordance with this Section 11.12. Notices are deemed given two (2) Business Days following the date of mailing or one Business Day following delivery to a courier or sending of email.

11.13 Export Compliance. Each Party represents that it is not named on any U.S. or U.K. government or United Nations list of persons or entities with which U.S. or U.K. persons or United Nations members are prohibited from transacting, nor owned or controlled by or acting on behalf of any such persons or entities, and Customer will not permit any Authorized User to access or use the Subscription Services in any manner that would cause any Party to violate any U.S., U.K. or international embargo, export control law, or prohibition.

11.14 Entire Agreement. These Terms, including the Order(s) and any statement(s) of work, sets forth the entire agreement and understanding of the Parties relating to the subject matter hereof, and supersedes all prior or contemporaneous agreements, proposals, negotiations, conversations, and discussions and understandings, written or oral, with respect to such subject matter. These Terms shall take precedence
over any conflicting terms in Customer-provided purchase or procurement documentation, such as a purchase order, acknowledgement form, or other similar documentation. Any pre-printed terms and conditions on or attached to Customer’s purchase orders or invoices will be of no force or effect. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) these Terms (including the other agreements and documents referenced herein), (b) the applicable Order (except where those terms expressly indicate otherwise) and (c) the Documentation. The titles and headings are for reference purposes only and will not in any way affect the meaning or interpretation of these Terms.