1.          LICENSE USE.

(a)        License Grant. Subject to the terms of this Agreement, Licensor grants Customer and Customer’s affiliates a limited, non-exclusive, non-transferable, royalty-free, non-assignable object code license to use Licensor’s software and related documentation (“Software”) for Customer’s internal business purposes under this Agreement.  The license shall also extend to Customer’s Affiliates and any location where Customer conducts business, provided such use is for internal business purposes. Affiliate(s)” mean, with respect to a party hereto, a company that directly or indirectly controls, is controlled by or is under common control with that party.

(b)        License Restrictions. Customer agrees not to reverse engineer, decompile, or modify the Software. Customer shall be responsible and liable for the actions of its employees and agents acting within the scope of their employment or agency. Customer shall not be liable for actions of third parties who obtain access to the Software through no fault or negligence of Customer.

2.          SUPPORT.

(a)        Support. Subject to the terms of this Agreement and for so long as Customer is current in its payment of applicable fees to Licensor in accordance with the terms of this Agreement, Licensor will provide updates, error correction, and reasonable availability of the Software, subject to Customer remaining current on fees.  Licensor shall provide support in accordance with the Service Level Agreement attached as Exhibit A, including guaranteed response and resolution times.

(b)        Support Access Requirements. Licensor may require remote access to Customer's system and database to review the setup and investigate issues.  On-site service shall be provided upon Customer’s reasonable request if remote support is insufficient to resolve the issue. Licensor’s remote access shall be subject to Customer’s security and confidentiality requirements.

3.     DATA OWNERSHIP AND FEEDBACK.

(a)        Customer Data.   As between Customer and Licensor, Customer shall exclusively own all rights, titles, and interests in any content, materials, data, and information entered into the Software ("Customer Data"). Licensor owns its Software, inventions and other technology it develops in connection with the services it provides to Customer. Licensor will implement commercially reasonable measures to maintain the security and integrity of Customer Data and limit access to authorized personnel only. Licensor shall immediately, and in any event within twenty-four (24) hours, notify Customer of any actual or suspected breach of security.

(b)        AI. Licensor will not use Customer Data to train generalized models or for targeted advertising or for improvement of their artificial intelligence. Licensor will not train on, retain, or allow human review of Customer Data except as strictly necessary to provide the Service and Support and subject to confidentiality and security obligations at least as protective as those herein.

(c)        Customer Feedback. Customer may provide feedback to Licensor for purposes of improving the Software, including suggestions, ideas, or enhancement requests (“Customer Feedback”). Customer has no obligation to provide Customer Feedback. Licensor may use Customer Feedback only in anonymized and aggregated form and shall not disclose any Customer Data or proprietary business practices. For the avoidance of doubt, Licensor owns its Software and improvements to its Software.

4.          FEES.

(a)        Fees. Customer will be invoiced for the first fee upon execution of this Agreement and before each billing period thereafter. Fees are due within thirty (30) days of the invoice date. Licensor reserves the right to adjust the fee, including professional services fees, after the initial period, with thirty (30) days prior written notice to Customer.

(b)        Taxes. All fees and charges mentioned in this Agreement and Quote(s) do not include sales, use, value-added, or similar taxes, which are the responsibility of the Customer. Customer agrees to pay or reimburse Licensor for all applicable taxes, except those based on Licensor's net income.

5.          INDEMNITIES. Licensor shall indemnify, defend, and hold harmless or settle Customer against (i) any third-party action, suit, or proceeding against Customer alleging that the Software, or any aspect of it, infringes any worldwide patent or copyright held, or alleged to be held, by such third party; and (ii) any damage caused to Customer, its employees, directors and affiliates as a result of security breach arising from the use of the Software. Licensor shall pay all final judgments or settlements agreed to by Licensor, provided that Customer promptly notifies Licensor in writing and grants Licensor the exclusive right to defend and settle such claims at its discretion. Customer may not settle or compromise any such claims without Licensor's prior written consent. Customer shall provide reasonable assistance, cooperation, and information to Licensor to facilitate the defence of any such third-party infringement claim. Licensor’s obligations in this paragraph do not apply if the infringement or misappropriation arises from: modifications to the Software by Customer or Customer’s authorized representatives; use of the Software beyond the agreed scope of this Agreement; Customer's breach of this Agreement; combination of the Software with products or materials not authorized by Licensor; or Customer's continuation of alleged infringing activity after notice and being provided with modifications, replacements, or other remedies to avoid the infringement. This Section 5 (Indemnities) represents Licensor's sole liability for intellectual property infringement. Customer shall indemnify and hold Licensor harmless from any action, suit, or proceeding arising from the exclusions to Licensor's indemnification obligation stated in this paragraph or arising from Customer Data. Customer’s indemnification obligation shall be limited to claims arising from Customer’s gross negligence, willful misconduct, or material breach of this Agreement.

6.          WARRANTY. Licensor warrants that the Software, when used as instructed in related user documentation and this Agreement, will substantially perform in accordance with the specifications in the user documentation in all material respects. If Customer has a claim for breach of the foregoing warranty, Customer must promptly notify Licensor and Licensor will (a) make commercially reasonable efforts to correct any significant non-compliance of the Software (b) present a reasonable plan to correct such non-compliance. (Warranty; Warranty Disclaimer). The warranties apply only if (a) the Software has been used in compliance with this Agreement and the user documentation; (b) no unauthorized modifications to the Software have been made by anyone other than Licensor or its authorized representative; (c) any defect or malfunction in the Software is not caused by Customer, its employees or agents, or Customer's equipment or software, including third-party software or equipment; and (d) Customer has fulfilled all payment obligations under this Agreement. Customer acknowledges that no employee, agent, representative, or affiliate of Licensor has the authority to make oral representations or warranties regarding the Software or any other products or services provided hereunder. Any written representation or warranty not expressly stated in this Agreement is disclaimed and unenforceable. If Licensor is unable to correct a material non-compliance within thirty (30) days of notice, Customer may terminate this Agreement and receive a pro-rata refund of any prepaid fees.

7.          WARRANTY DISCLAIMER. EXCEPT AS PROVIDED IN SECTION 6 (WARRANTY), LICENSOR MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, CONCERNING THE SOFTWARE OR ANY OTHER MATERIALS OR SERVICES PROVIDED. THE WARRANTIES STATED IN THIS AGREEMENT REPLACE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR DOES NOT GUARANTEE THAT THE SOFTWARE OR OTHER MATERIALS WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT ALL ERRORS WILL BE CORRECTED.

8.          LIMITATION OF LIABILITY. Except in connection with customer’s violation of section 1(b) (License Restrictions) and intellectual property infringement, each party’s total liability under this Agreement will not exceed the total fees paid by Customer in the 12 months before the event giving rise to the claim. Neither party is liable for lost profits, data, or indirect damages.

9.          TERM AND TERMINATION.

(a)        Term. This Agreement begins on the Effective Date. Unless terminated earlier under Section 8(b) (Termination), the initial term of the Agreement is set out in the Order Form (the “Initial Term”). Customer may choose to renew for additional periods (each a “Renewal Term”). The Initial Term and each Renewal Term together form the “Term” of the Agreement.

(b)        Termination. Either party may terminate this Agreement in addition to any other available remedies if: (i) the other party fails to remedy a material breach of this Agreement within thirty (30) days after receiving notice to do so; or (ii) the other party becomes subject to receivership, administration, control, liquidation, or assigns its property for the benefit of creditors, or if bankruptcy or insolvency proceedings are initiated by or against the other party.

(c)        Early Termination. If Customer terminates early (except for breach), Customer agrees to pay any remaining fees through the Initial Term on the termination date, except as provided in Section 9(b) (Termination).

(d)        Effect of Termination. Upon any termination of this Agreement, Customer will (except for breach) (a) immediately discontinue all use of the Software; and (b) promptly pay to Licensor all amounts due and payable under this Agreement. Notwithstanding anything to the contrary, Customer shall be entitled to a pro rata refund of any prepaid fees in the event of termination due to Licensor’s breach of the terms of this Agreement.

(e)        Survival. The provisions of Section 3 (Data Ownership and Feedback), Section 4 (Fees), Section 6 (Indemnities), Section 7 (Warranty Disclaimer); Section 8 (Limitation of Liability), Section 9(d) (Effect of Termination), Section 9(e) (Survival), Section 9(f) (Suspension of Services), 10 (Governing Law) and 11 (General Provisions) will survive the termination of this Agreement.

(f)          Suspension of Services. If Customer fails to pay undisputed amounts in accordance with the terms and conditions, Licensor may suspend services if payment is not received within 30 days of invoice and after a 15-days written notice.

10.       GOVERNING LAW. This Agreement, its subject matter, and its formation (and any non-contractual disputes or claims) are governed by and construed under the laws of the Province of Ontario and the federal laws of Canada applicable therein, in each case, excluding any body of law governing conflicts of laws. Customer irrevocably waives any objection on the grounds of venue, forum or any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law. The parties also waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

11.       GENERAL PROVISIONS.

(a)   Entire Agreement. This Agreement is the complete agreement between the parties. No amendment, supplement or attachment to this Agreement is valid, unless it is made by the parties in writing and signed by a duly authorized representative of both parties. Any Customer purchase order terms that conflict with this Agreement will have no effect.

(b)   Assignment. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, except neither party will require the other's consent to assign this Agreement to an entity that purchases all or substantially all the assets of the business of the party.

(c)   Independent Contractor. No agency, partnership, joint venture, or employment is created because of this Agreement and Customer does not have any authority of any kind to bind Licensor in any respect whatsoever.

(d)   Force Majeure. Except with respect to payment obligations hereunder, if a Party is prevented or delayed in performance of its obligations hereunder as a result of circumstances beyond such Party’s reasonable control, such failure or delay will not be deemed to constitute a material breach of this Agreement, but such obligation will remain in full force and effect, and will be performed or satisfied as soon as reasonably practicable after the termination of the relevant circumstances causing such failure or delay.

(e)   Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.