Terms of Use

Ingenio Solutions Ltd.
Terms of Use
Software as a Service (SaaS) Agreement

This Software as a Service (SaaS) Agreement (this “Agreement”), effective as of March 31,
2023 (the “Effective Date”), is by and between Ingenio Solutions Ltd., also known as
Ingenio (“Provider”) and you (“Customer”). Provider and Customer may be referred to
herein collectively as the “Parties” or individually as a “Party”. By registering your use of
the Service (as defined below), you are accepting to be bound to the terms of this Software
as a Service Agreement.

1. Definitions

(a) “Aggregated Statistics” shall mean data and information related to Customer’s use of
the Services that is used by Provider in an aggregate and anonymized manner, including to
compile statistical and performance information related to the provision and operation of
the Services

(b) “Agreement” shall mean this entire User License Agreement and incorporates by
reference the Privacy Policy located at ingenio.ca/privacy

(c) “Authorized User” shall mean Customer’s employees, partners, members, consultants,
contractors and agents who are authorized by Customer to access and use the Service
under the rights granted to Customer pursuant to this Agreement.

(d) “Confidential Information” shall mean the Content (as defined in Section 1(e)) and
any information, technical data, or know-how considered proprietary or confidential by
either Party to this Agreement including, but not limited to, either Party’s research,
services, inventions, processes, specifications, designs, drawings, diagrams, concepts,
marketing, techniques, documentation, source code, customer information, personally
identifiable information, pricing information, procedures, menu concepts, business and
marketing plans or strategies, financial information, and business opportunities disclosed
by either Party before or after the Effective Date of this Agreement, either directly or
indirectly in any form whatsoever, including in writing, orally, machine-readable form or
through access to either Party’s premises. Confidential Information does not include
information that at the time of disclosure is: (i) in the public domain; (ii) known to the
receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a
non-confidential basis from a third-party; or (iv) independently developed by the receiving
Party.

(e) “Content” shall mean any information you upload or post to the Service and any
information provided by you to Provider in connection with the Service, including, without
limitation, information about your Authorized Users or Registered Clients, as defined in
Section 1(i).

(f) “Customer” shall refer to the purchaser of the Services provided by Provider and shall
also include any present or former agent, representative, independent contractor,
employee, attorney or any entity or person who had authority to act on your behalf.

(g) “Customer Data” shall mean information, data, and other content, in any form or
medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or
an Authorized User through the Services. For greater certainty, this Customer Data shall
include information, data, and other content managed by a Customer or its Authorized User
for parties with whom they have a professional or service relationship.

(h) “Documentation” shall mean the Provider’s user manuals, handbooks, or guides
relating to the Services provided by Provider to Customer relating to the Services available
at ingenioapp.zendesk.com

(i) “Registered Client” means an individual who has been invited to use the client-facing
features of the Service in a limited capacity as a client of an Authorized User.

(j) “Service” shall mean the software-as-a-service provided by Provider.

(k) “Security Emergency” shall mean a violation by Customer of this Agreement that (a)
could disrupt: (i) Provider's provision of the Service; (ii) the business of other Customers to
the Service; or (iii) the network or servers used to provide the Service; or (b) provides
unauthorized third-party access to the Service.

2. Limited License & Use of Services

2.1 Customer is granted a non-exclusive, non-transferable, limited license to access and use
the Service only as explicitly permitted by this Agreement.

2.2 Provider does not make any warranties about the completeness, reliability or accuracy
of the Content. Provider is not liable for any losses or damages in connection with the use
of the Content.

2.3 While Provider’s Service provides hyperlinks to external sites, Provider does not claim
any responsibility or control over the content and nature of these sites.

2.4 Customer shall not, and shall not permit any other individual to, access or use the
Services except as expressly permitted by this Agreement. For purposes of clarity,
Customer/Authorized User shall not, except as this Agreement expressly permits:

a. reproduce, duplicate, copy, sell, resell or exploit access to the Service, use of the Service,
or any portion of the Service;
b. copy, modify, reverse engineer, adapt or otherwise tamper with the Service or modify
another website to falsely imply that it is associated with the Service, Provider, or any other
software or service provided by Provider;
c. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make
available any Service or part thereof by the Provider hereunder;
d. knowingly use the Service in any manner which may infringe copyright or intellectual
property rights of any person or in any manner which is unlawful, offensive, threatening,
libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement;
e. knowingly use the Service to upload, post, host, or transmit unsolicited bulk email
“Spam”, short message service “SMS” messages, viruses, self-replicating computer
programs “Worms” or any code of a destructive or malicious nature;
f. access or use the Service for purposes of competitive analysis of the Service, the
development, provision or use of a competing software service or product, or any other
purpose that is to the Provider’s detriment or commercial disadvantage;
g. otherwise access or use the Service beyond the scope of the authorization granted under
this Section 2.2

2.5 Except for the non-exclusive license granted pursuant to this Agreement, Customer
acknowledges and agrees that all ownership, license, intellectual property and other rights
and interests in and to the Service are the property of and shall remain solely with
Provider.

2.6 Provider reserves the right at any time to modify or discontinue, temporarily or
permanently, any feature associated with the Service, with or without notice, provided that
Provider shall provide Customer with 30-days notice of any modification that materially
reduces the functionality of the Service. Continued use of the Service following any
modification constitutes Customer’s acceptance of the modification.

2.7 Provider reserves the right to temporarily suspend access to the Service for operational
purposes, including, but not limited to, maintenance, repairs, or installation of upgrades,
and will endeavor to provide no less than two business days notice prior to any such
suspension. Such notice shall be provided to the Customer in advance through way of
notification within the Service, email or other notification method deemed appropriate by
Provider. Further, Provider shall endeavor to confine planned operational suspensions
with a best effort to minimize disruption to the Customer, but reserves the ability to
temporarily suspend operations without notice at any time to complete necessary repairs.
In the event of a temporary suspension, Provider will use the same notification methods
listed in this section to provide updates as to the nature and duration of any temporary
suspension.

2.8 Authorized Users who configure the Service to share or make available certain Content
to the public, are deemed to acknowledge and agree that everyone will have access to the
Content (“Public Content”). It is the responsibility of the Authorized User to determine if
the Service being shared is appropriate for each Registered User. Provider reserves the
right, at any time, in its sole discretion, to take any action deemed necessary with respect to
Public Content that violates the terms of this Agreement, including, but not limited to,
removal of such Public Content.

2.9 Provider stores all Content on redundant storage servers. The Customer may elect to,
at a regular interval, replicate all Content associated with the subscription to a third-party
storage service (“Escrow Agent”). The replicated Content (“Escrowed Data”) will be held
under the terms of a separate agreement exclusively between the Customer and the Escrow
Agent (“Escrow Agreement”). The Customer may also elect to replicate all Content
associated with the subscription on its own storage device.

2.10 Customer grants to Provider a non-exclusive, royalty-free right during Customer’s use
of the Service, to use the Confidential Information for the sole purpose of performing
Provider’s obligations under the Agreement in accordance with the terms of the
Agreement. Such rights shall include permission for Provider to generate and publish
aggregate, anonymized reports on system usage and Content trends and type, provided
they do not conflict with Section 4.1

2.11 Provider uses one code-base for all jurisdictions. Customer is required, using settings
available within the Service, to configure the Service for its own jurisdiction and to verify
that the settings meet the Customer's requirements. Provider will highlight known features
that may require Customer review.

3. Access to the Service

3.1 Customer is only permitted to access and use the Service if he/she is an Authorized
User or a Registered Client. Authorized Users are required to provide their full legal name,
a valid email address, business address and any other information reasonably requested by
the Service.

3.2 Each Authorized User will be provided with login information to access and use the
Service. The username (email address) shall be set up and a temporary password will be
given. It is the Authorized User’s responsibility to protect their login information, as stated
in Section 5.2.

3.3 The initial Administrator shall be the Primary Customer with authority to administer
the subscription and designate additional Authorized Users and/or Administrators. Each
subscription may designate multiple Authorized Users as Administrator. Any Administrator shall be deemed to have the authority to manage the subscription and any Authorized Users. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any Authorized User.

3.4 Administrators are responsible for all use of the Service by Authorized Users on the list
of active Authorized Users associated with their subscription to the Service.

3.5 As between Provider and the Customer, any Content uploaded or posted to the Service
remains the property of the Customer. Upon Cancellation or Termination of Service as
discussed in Section 9 below, Provider shall only be responsible for the return of Content
directly to the Administrator or a designated Authorized User in the event that the
Administrator is unable to be reached.

3.6 All access to and use of the Service via mechanical, programmatic, robotic, scripted or
any other automated means not provided as part of the Service is strictly prohibited.

3.7 Authorized Users are permitted to access and use the Service using an Application
Program Interface (“API”) subject to the following conditions:

a. any use of the Service using an API, including use of an API through a third-party
product that accesses and uses the Service, is governed by these Terms of Service;

b. Provider shall not be liable for any direct, indirect, incidental, special, consequential
or exemplary damages, including but not limited to, damages for loss of profits,

goodwill, use, data or other intangible losses (even if Provider has been advised of the
possibility of such damages), resulting from any use of an API or third-party products
that access and use the Service via an API;

c. Excessive use of the Service using an API may result in temporary or permanent
suspension of access to the Service via an API. Provider, in its sole discretion, will
determine excessive use of the Service via an API, and will make a reasonable attempt
to warn the Authorized User prior to suspension; and

d. Provider reserves the right at any time to modify or discontinue, temporarily or
permanently, access and use of the Service via an API, with or without notice.

4. Confidentiality

4.1 Each Party agrees to treat all Confidential Information of the other Party, as defined in
Section 1(d), as confidential and not to use or disclose such Confidential Information except
as necessary to perform its obligations under this Agreement.

4.2 Provider and any third-party vendors and hosting partners it utilizes to provide the
Service shall hold Content in strict confidence and shall not use or disclose Content except:
(i) as required to perform their obligations under this Agreement; (ii) in compliance with
Section 6 of this Agreement; or (iii) as otherwise authorized by the Customer in writing.

5. Security and Responsibilities

5.1 Provider is responsible for providing a secure method of authentication and accessing
its Service. Provider will provide mechanisms that:

a. allow for user password management

b. transmit passwords in a secure format

c. protect passwords entered for purposes of gaining access to the Service by utilizing
code that follows password management best practices.

5.2 Customer will be responsible for protecting the security of usernames and passwords,
or any other codes associated to the Service, and for the accuracy and adequacy of personal
information provided to the Service.

5.3 Customer will implement policies and procedures to prevent unauthorized use of
usernames and passwords, and will promptly notify Provider upon suspicion that a
username or password has been lost, stolen, compromised, or misused.

5.4 If Customer becomes aware of any actual or threatened activity prohibited in Section
2.2, Customer shall immediately: (i) notify Provider; and (ii) take all reasonable and lawful
measures within their control that are necessary to stop the activity or threatened activity
and to mitigate its effects (including, where applicable, by discontinuing and preventing
any unauthorized access to the Service and permanently erasing from their systems and
destroying any data to which it has gained unauthorized access).

5.5 At all times, Provider, and any third-party vendors and hosting partners it utilizes to
provide the Service, will:

a. use information security best practices for transmitting and storing Content, adhering
to industry standards;

b. employ information security best practices with respect to network security
techniques, including, but not limited to, firewalls, intrusion detection, and
authentication protocols, vulnerability and patch management;

c. ensure its host facilities maintain industry standards for security and privacy; and

d. within thirty (30) days of a request by Customer, provide Customer with a (SOC2)
audit report or industry standard successor report or a comparable description of its
security measures in respect of the data center facilities used to host the Service and
the Content. In order to obtain such a report, Customer must enter into an agreement
with the third-party provider of the report.

5.6 Provider shall report to Customer, with all relevant details (except those which could
endanger the security of data uploaded by other customers), any event that Provider
reasonably believes represents unauthorized access to, disclosure of, use of, or damage to
Content (a “Security Breach”). Provider shall make such report within 72 hours after
learning of the Security Breach.

5.7 In the event of a Security Breach, Provider shall: (i) cooperate with Customer to identify
the cause of the breach and to identify any affected Content; (ii) assist and cooperate with
Customer in investigating and preventing the recurrence of the Security Breach; (iii) assist
and cooperate with Customer in any litigation or investigation against third parties that
Customer undertake to protect the security and integrity of Content; and (iv) use
commercially reasonable endeavors to mitigate any harmful effect of the Security Breach.

6. Legal Compliance

6.1 Provider maintains that its primary duty is to protect the Content to the extent the law
allows. Provider reserves the right to provide Confidential Information if compelled by
applicable law (such as in response to a subpoena or court order), and to cooperate with
law enforcement authorities in the investigation of any criminal or civil matter. If Provider
is required by law to disclose any Confidential Information that is prohibited or otherwise
constrained by this Agreement, then Provider will:

a. promptly, and before such disclosure, notify Customer with written notice so that the
Customer may seek a protective order or other appropriate relief. Subject to the foregoing,
Provider may furnish that portion (and only that portion) of the Confidential Information
that it is legally compelled or otherwise legally required to disclose.

7. Managed Backup and Archiving

7.1 Provider's managed backup services must be designed to facilitate restoration of
Content to the server or device from which the Content originated in the event the primary
data is lost or corrupted. Provider shall ensure recovery of lost or corrupted Content at no
cost to Customer. Following any cancellation or termination of Service for any reason,
Customer shall have ninety days to retrieve any and all Content.

8. Payment, Refunds, and Subscription Changes

8.1 Customer shall pay Provider the fees set forth in ‘Schedule A’. All fees are exclusive of
all federal, state, provincial, municipal or other taxes which Customers agree to pay based
on where the Customer is located. Invoices will include: (i) Service fees; and (ii) all
applicable sales taxes, as amended from time to time, for the jurisdiction in which the
Customer is located. In the event of updated tax rates, Provider will apply the new tax rate
without notice to the Customer. In addition to any fees, the Customer may still incur
charges incidental to using the Service, for example, charges for Internet access, data
roaming, and other data transmission charges.

8.2 Customer will register for the annual subscription to Provider's Service. The
subscription fees will be outlined in ‘Schedule A’. The general subscription will give
Customer’s access to Digital Corporate Records and select Corporate Transactions.
Active entities will not be charged for the month of the transaction: Incorporation;
Continuance (import); or Amalgamated. The monthly rate (1/12th of the annual rate) will
begin to be charged the following month. Inactive entities will be charged for the month of
the transaction: Dissolution; Continuance (export); or Amalgamation. The Customer’s
billing will stop the following month.
Discontinuing business operations (voluntarily or otherwise), Customer must properly
dissolve, cancel, withdraw or otherwise properly terminate the entity.

8.3 No refunds or credits will be issued for partial periods of service, upgrade/downgrade
refunds, or refunds for periods unused with an active subscription.

8.4 The amount charged on the next billing cycle will be automatically updated to reflect
any changes to the subscription, including upgrades or downgrades, and including the
addition or removal of discounts included for the purchase of suite services. Adding
Authorized User subscriptions or subscription upgrades will trigger pro-rated charges in
the current billing cycle. Customer authorizes Provider to apply updated charge amounts.
Subscription changes, including downgrades, may result in loss of access to Content,
features, or an increase or reduction in the amount of available capacity for Content
provided by the Service.

8.5 All prices are subject to change upon notice. Such notice may be provided by an e-mail
message to the Customer, or in the form of an announcement on the Service.

8.6 Customer is responsible for paying all taxes associated with the subscription to the
Service. If Provider has the legal obligation to pay or collect taxes for which Customer is
responsible under this section, the appropriate amount shall be charged to and paid by
Customer, unless Customer provides Provider with a valid tax exemption certificate
authorized by the appropriate taxing authority.

8.7 Any and all payments by or on account of the compensation payable under this
Agreement shall be made free and clear of and without deduction or withholding for any
taxes. If the Customer is required to deduct or withhold any taxes from such payments,
then the sum payable shall be increased as necessary so that, after making all required
deductions or withholdings, Provider receives an amount equal to the sum it would have
received had no such deduction or withholding been made.

9. Cancellation and Termination

9.1 Customers are solely responsible for cancelling subscriptions. A Customer may cancel
their subscription at any time (Section 9.2 and 9.3 for notice of cancellation charges. For
security reasons, cancellations shall only be performed by an authorized Administrator by
sending a cancellation request email to [e-mail].

9.2 Customer acknowledges that if they wish to cancel the Service at any time during the
first year, Customer will be charged for the full year, regardless of when the cancellation
occurs. After the first year of Service, Customer wanting to cancel their subscription must
provide Provider with 90 days notice of cancellation. If Customer wishes to cancel
immediately, Customer will be charged the equal amount of the ninety (90)-day notice. See
attached ‘Schedule A’ for specific charges.

9.3 Provider in its sole discretion has the right to suspend or discontinue providing the
Service to any Customer without notice for actions that are: (i) in material violation of this
Agreement; and (ii) create a Security Emergency.

9.4 If (i) Authorized Users use the Service to materially violate this Agreement in a way that
does not create a Security Emergency; (ii) Provider provides Customer with commercially
reasonable notice of this violation; (iii) Provider uses commercially reasonable efforts to
discuss and resolve the violation with Customer; and (iv) despite the foregoing, the
violation is not resolved to Provider's reasonable satisfaction within thirty (30) days of
such notice, then Provider reserves the right to suspend access to the Service.

9.5 As required by Section 7 above (“Managed Backup and Archiving”), upon cancellation
or termination of a subscription, Content is made available to the Administrator or a
designated Authorized User. Following a period of no less than ninety (90) days from the
cancellation or termination of a subscription, all Content associated with such subscription
will be irrevocably deleted from the Service. All Escrowed Data, if any, will continue to
remain available for a period of six months upon cancellation or termination of a
subscription in accordance with the terms of the Escrow Agreement.

10. Limitation of Liability

10.1 Except in the case of a violation by Provider of its obligations under Section 4 above
(“Confidentiality”), Section 5 above (“Security and Access”), and Section 8 above (“Managed
Backup and Archiving”), and except as provided in Section 12.2 below (“Indemnification”),
Provider shall not be liable for and Customer waives the right to claim any loss, injury,
claim, liability or damage of any kind resulting in any way from the Services provided to
Customer by Provider.

10.2 CUSTOMER AGREES THAT THE LIABILITY OF PROVIDER ARISING OUT OF ANY
CLAIM IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE TOTAL
AMOUNT CUSTOMER HAS PAID FOR THE SERVICE PURSUANT TO THE AGREEMENT
WITHIN THE SIX MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. CUSTOMER
FURTHER AGREES THAT PROVIDER IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL,
INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER
(INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT.
THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE,
WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER PROVIDER HAS BEEN
ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THESE DISCLAIMERS ARE NOT
APPLICABLE TO THE INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 12.2. EACH
PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY,
DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF
THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE
PRICING OFFERED BY PROVIDER TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE
BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS
SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS
AGREEMENT.

10.3 Customer will solely be responsible for any damage and/or loss of Content contained
in Customer’s technology which occurs as a result of Customer’s electronic equipment
and/or Customer’s computer system.

11. Disclaimer of Warranties

11.1 PROVIDER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER
EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT OF THIRD-PARTY RIGHTS WITH RESPECT TO ANY SERVICES
PROVIDED BY PROVIDER. NOTHING IN THIS SECTION 11.1 SHALL MODIFY PROVIDER'S
OBLIGATION TO INDEMNIFY CUSTOMER AS REQUIRED BY SECTION 12.2(A) OF THIS
AGREEMENT (“INDEMNIFICATION”).

11.2 Provider makes no warranty that its services when provided to Customer in digital or
electronic format will be compatible with Customer computer and/or other equipment, or
that these Services will be secure or error free. Nor does Provider make any warranty as to
any results that may be obtained from the use of the Service. Nothing in this Section 11.2
shall modify Provider's obligations under Section 4 above (“Confidentiality”) or Section 5
above (“Security and Access”) or Provider's obligation to indemnify the Customer as
required by Section 12.2(b) of this Agreement (“Indemnification”).

11.3 Provider hereby disclaims all warranties of any kind related to Customer’s hardware
or software beyond the warranties provided by the manufacturer of Customer’s hardware
or software.

12. Indemnification

12.1 Customer hereby agrees to indemnify and hold harmless Provider from and against
any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or
expense, including attorneys’ fees, which arise from or relate to the following:

a. Authorized Users’ breach of any obligation stated in this Agreement, and

b. Authorized Users’ negligent acts or omissions.

Provider will provide prompt notice to Customer of any indemnifiable event or loss.
Customer will undertake, at Customer’s own cost, the defense of any claim, suit or
proceeding with counsel reasonably acceptable to Provider. Provider reserves the right to
participate in the defense of the claim, suit, or proceeding, at Provider's expense, with
counsel of Provider's choosing.

12.2 Provider shall defend, indemnify and hold Customer harmless against any loss,
damage or costs (including reasonable attorneys’ fees) in connection with claims, demands,
suits, or proceedings (“Claims”) made or brought against Customer by a third party
a. alleging that the Service, or use of the Service as contemplated hereunder, infringes a
copyright, a U.S. patent issued as of the date of final execution of this Agreement, or a
trademark of a third party or involves the misappropriation of any trade secret of a third
party; provided, however, that Customer:

(a) promptly gives written notice of the Claim to Provider (provided, however, that the
failure to so notify shall not relieve Provider of its indemnification obligations unless
Provider can show that it was materially prejudiced by such delay and then only to the
extent of such prejudice);

(b) gives Provider sole control of the defense and settlement of
the Claim (provided that Provider may not settle any Claim unless it unconditionally
releases Customer of all liability); and

(c) provides to Provider , at Provider's cost, all reasonable assistance. Provider shall not be required to indemnify Customer in the event of: (x) modification of the Service by Customer in conflict with Customer's obligations or as a result of any prohibited activity as set forth herein to the extent that the infringement or misappropriation would not have occurred but for such modification; (y) use of the Service in combination with any other product or service not provided by Provider to the extent
that the infringement or misappropriation would not have occurred but for such use; or (z)
use of the Service in a manner not otherwise contemplated by this Agreement to the extent
that the infringement or misappropriation would not have occurred but for such use; or

b. arising out of or related to a violation by Provider of its obligations under Section 4
above (“Confidentiality”) or Section 5 above (“Security and Access”).

13. Miscellaneous

13.1 Technical support and training are available to Authorized Users with active
subscriptions, and is available as defined at ingenioapp.zendesk.com.

13.2 Customer acknowledges and agrees that Provider may use third-party vendors and
hosting partners to provide the necessary hardware, software, networking, storage, and
related technology required to run the Service.

13.3 The Services may allow the Customer to access or use or integrate with third party
providers of products and services (“Third-Party Services”). Such Third-Party Services are
not “Services” under this Agreement and are not subject to any terms related to Services,
including related warranties, indemnities, service commitments or other obligations. The
availability of any Third-Party Services through the Services does not imply Provider's
endorsement of or affiliation with the provider. Access to and use of any Third-Party
Services are subject to the separate terms and conditions required by the providers of the
Third-Party Services. Provider does not control the Third-Party Services and will have no
liability to Customer in connection with any Third-Party Service. Provider has no obligation
to monitor or maintain any Third-Party Service and may replace, disable or restrict access
to any Third-Party Service or cancel related integrations at any time, without notice. The
calculation of downtime pursuant to Exhibit A does not include the unavailability of any
integration to a Third-Party Service. BY USING OR ENABLING ANY THIRD-PARTY SERVICE,
CUSTOMER EXPRESSLY ACKNOWLEDGES THAT ANY LIABILITY AND REMEDIES RELATED
TO A THIRD-PARTY SERVICE IS WHOLLY GOVERNED BY THE APPLICABLE THIRD-PARTY
AGREEMENT AND PROVIDER DISCLAIMS ALL LIABILITY RELATED TO SUCH THIRDPARTY SERVICE.

13.4 Customer acknowledges the risk that information and the Content stored and
transmitted electronically through the Service may be intercepted by third parties.
Customer agrees to accept that risk and will not hold Provider liable for any loss, damage,
or injury resulting from the interception of information. The Content is stored securely and
encrypted. Only Provider, with strict business reasons, may access and transfer the Content
and only to provide Customer with the Service. Provider will make reasonable efforts to
provide notice to Customer prior to such access and transfer. Provider’s actions will
comply with its obligations under Sections 4 and 5 of this Agreement.

13.5 The failure of either party to enforce any provision hereof shall not constitute or be
construed as a waiver of such provision or of the right to enforce it at a later date.

13.6 This Agreement constitutes the entire agreement between Customer, as well as
Authorized Users and Provider and governs Authorized Users use of the Service,
superseding any prior agreements between Customer, Authorized Users and Provider
(including, but not limited to, any prior versions of this agreement).

13.7 Provider reserves the right to amend this Agreement. In the event of material changes
to the Agreement, Provider will notify Customers, by email or by other reasonable means,
of these changes prior to their enactment. Continued use of the Service by the Customer
after reasonable notice will be considered acceptance of any new terms.

13.8 Neither party may assign any of its rights or obligations hereunder, whether by
operation of law or otherwise, without the prior written consent of the other party (which
consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party
may assign this Agreement in its entirety without consent of the other party in connection
with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its
assets provided the assignee has agreed to be bound by all of the terms of this Agreement.
Any attempt by a party to assign its rights or obligations under this Agreement in breach of
this Section shall be void and of no effect.

13.9 Governing Law and Venue. This Agreement and Customer's relationship with Provider
shall be governed exclusively by, and will be enforced, construed, and interpreted
exclusively in accordance with, the laws applicable in the province of Alberta, Canada and
shall be considered to have been made and accepted in Alberta, Canada, without regard to
its conflict of law provisions. All disputes under this Agreement will be resolved by the
courts of Alberta, Canada and Customers consent to the jurisdiction of and venue in such
courts and waive any objection as to inconvenient forum. In any action or proceeding to
enforce rights under this Agreement, the prevailing party shall be entitled to recover costs
and legal fees.