Terms & Conditions

SCHEDULE“A”
SYNERION NORTH AMERICA INC.
TERMS AND CONDITIONS

TheseTerms and Conditions (“Terms” orthis “Agreement”) govern the license to the Software, the purchaseand/ or rental of Hardware, and access to Services and the use of the Websiteby the Client and its Users (“you”, “your”, and terms ofsimilar meaning) made available by Synerion North America Inc. (“we”, “us”, “Synerion”, or “Provider” andterms of similar meaning) and its suppliers.

Byaccepting this Agreement, by (a) clicking a box indicating acceptance; (b)accepting or executing an Order Form that references this Agreement; or (c) orby accessing or using the Services or the Website, you agree to be bound bythese Terms, and all terms, policies and guidelines incorporated by referencein these Terms.

If theindividual accepting this Agreement is accepting on behalf of a company orlegal entity, such individual represents that they have the authority to bindsuch entity and its affiliates to these Terms, in which case the term “Client”or “User” (as the case may be) shall refer to such entity and its affiliates.If the individual accepting this Agreement does not have such authority, ordoes not agree with these Terms, such individual must not accept this Agreementand may not use the Services or the Website.

The OrderForm is automatically deemed to include all of the terms and conditions of these Terms; provided that whenever the provisions of the Order Form expressly conflict with these Terms, the conflicting provisions of the Order Form control and shall take precedence over the conflicting provisions of the Terms.

1 DEFINITIONS

1.1“Administrator” meansa person or persons assigned by the Client to have the authority to act as the administrator of the subscription or license to the Services on behalf of theClient.
1.2 “Applicable Law” means all applicable requirements, laws,statutes, codes, acts, ordinances, orders, decrees, injunctions, by-laws,rules, regulations, permits, licenses, authorizations, directions andagreements with all applicable government authorities, agencies, bodies ordepartments, having jurisdiction over this Agreement or the supply or use ofthe Services or Hardware.
1.3 “Anti-Spam Law” means any applicable federal, state, provincialand local laws, regulations and rules governing the sending of commercialelectronic messages.
1.4 “Client” shall mean the individual or organization who is boundby the terms of an Order Form and this Agreement.
1.5 “Client Data” means any data or content inputted into theWebsite or the Software, or generated within the Software, by the Client or anyof its Users and hosted on the servers of the Cloud Providers.
1.6 “Cloud Providers” has the meaning given in Section 7.2.
1.7 “Fees” means the fees to be paid by the Client pursuant to anOrder Form, these Terms and any applicable Schedules.
1.8 “Fee Start Date” means the date that the Client is required tobegin paying the Software Subscription Fees as described in the Order Form.
1.9 “Hardware” means the hardware/systems listed in an Order Form.
1.10 “Order Form” means the Provider’s order form;
1.11 “Personal Information” means any information relating toidentifiable individuals, the collection, use or disclosure of which isregulated by Privacy Laws.
1.12 “Privacy Laws” means any applicable federal, state, provincialand local laws, regulations and rules governing the collection, use anddisclosure of information relating to identifiable individuals.
1.13 “Project Start Date” means the date of the initial kick-offmeeting between the Provider and the project manager of the Client.
1.14 “Provider Data” means any data or content made availablethrough the Software by the Provider and/or its licensors.
1.15 “Schedule” means a schedule or addendum, which is attached tothis Agreement, the Order Form, or which may be added hereafter by writtenagreement of the parties.
1.16 “Services” means the use of the Hardware, and/or Softwareand/or the Website, and services to be provided by the Provider to the Clientas described in this Agreement, the Order Form and/or any Schedule and anyadditional services authorized by the Client that the Provider agrees toperform or is required to perform hereunder. The Services shall include, butare not limited to, the delivery of the Hardware, the use of the Hardware andSoftware and/or Website, and other related services to be provided by theProvider to the Client pursuant to the Order Form or any Schedule.
1.17 “Software” means the Synerion workforce management software asa service (SaaS) platform (including the Provider Data) and mobile applicationlicensed to the Client and the number of User licenses purchased by the Client pursuant to the terms of the Order Form.
1.18 “Specifications” means the specifications for the Hardwaredescribed in the Order Form.
1.19 “Term” shall have the meaning given in Section 13.1.
1.20 “User” means an individual user who accesses and/or uses theSoftware and/or the Services; Users may include employees or contractors of theClient who are authorized to use the Services. For better clarity, Users include Client Employees, as defined in Section 9.1.
1.21 “Website” means the Synerion website made available to theUsers at www.synerion.com or its subdomains or domains with identical namesunder other top domains owned by the Provider, however accessed by the Client,the Users, or the Administrator(s).

2PRIVACY AND SECURITY

2.1 Please refer to the privacy policy available at www.synerion.com/privacypolicy (the “Privacy Policy”)for information on how we or our licensors collect, use and disclose yourPersonal Information. By using the Services, you agree to the use, collection and disclosure of personally identifiable information in accordance with thePrivacy Policy.

3HARDWARE

3.1 Hardware. TheProvider shall sell or rent out to the Client, and the Client shall purchase orrent from the Provider, the Hardware, in accordance with this Agreement, theOrder Form and the applicable Schedule(s).

3.2 Delivery. TheHardware will be delivered by the Provider or a third-party delivery companywithin a reasonable time after the Effective Date, unless a firm date is agreedto in a Schedule, subject to availability of the Hardware. The Hardware shallbe delivered to the location specified in an Order Form (the “DeliveryPoint”).

3.3 AdditionalHardware. The parties hereto may agree upon the purchase of additionalHardware and accompanying Services after the execution of this Agreement byentering into a new Order Form. Any such additional Order Form(s), if any,shall hereinafter be added as a Schedule to this Agreement, subject to theterms and conditions of this Agreement.

4 USERACCOUNTS

4.1 Provisioningand User Accounts. Administrators shall be deemed to have theauthority to manage (including adding and removing) Users. Administrators maydeactivate any User if the Administrator wishes to terminate access to theSoftware and related Services for any User. Access to specific features of theSoftware and related Services may only be available to specific user types.

4.2 Registration. Administratorsand Users agree to: (a) maintain the security of their password; (b) accept allrisks of unauthorized access to their User account and any other informationprovided to Provider. The Client shall be responsible for all activity by Userson the Software, including the activity performed on the Software through theUser accounts by an agent, representative, employee (including former employeeswho maintained access to the Services), or any other person acting on behalf ofsuch User. It is the responsibility of the Client to delete User accounts orotherwise remove access to Users who should no longer be active (e.g. a Userwho is no longer an employee or contractor of the Client).

5LICENSE TO SOFTWARE AND LICENSE RESTRICTIONS

5.1 Licenseto Software. The Provider hereby grants to the Client and authorizedUsers a non-exclusive, non-transferable license to use the Software and solelypermits the Client and its Users to use the functionality contained within theSoftware for legitimate purposes during the Term. The number of User licensesgranted may be specified in the Order Form and any changes thereto may resultin a change to the Fees specified therein.

5.2 LicenseRestrictions. Except as set forth in this Agreement, the Order Form,any Schedule: the Client and any User may not (a) make or distribute copies ofthe Software; (b) use the Software to provide services to third-parties; (c)alter, copy, merge, adapt, reformat, download, or translate the Software, ordecompile, reverse engineer, disassemble; (d) sell, rent, share, lease,transfer, distribute, display, host or sublicense the Hardware or Software(except as is incidental or necessary for the provision of the Software toUsers); (e) disassemble or modify the Software or create derivative works basedupon the Software; provided however that the foregoing will not restrictClient’s rights to exploit any Client Data which may be incorporated into, residein, or form a part of the Software; (f) use the Software or the Services in amanner that breaches the rights of any third-party, any contract (includingthis Agreement or Third-Party Licenses, as defined in this Agreement) or legalduty or violate any Applicable Law; (g) copy the Software or any part, feature,function or user interface thereof; (h) access or use the Software or Servicesin any way for the purposes of competing with the Software or Services or inorder to build a competitive product or service; (i) use the Services or theSoftware other than for its intended purposes, including, without limitation,in a manner that, as determined by the Provider in its sole discretion,constitutes excessive or abusive usage; and/or (j) do anything to interferewith or impair the intended operation of the Software.

6SERVICES

6.1 Services. TheProvider shall perform the Services in accordance with this Agreement, theOrder Form and the applicable Schedule(s), and in a timely, diligent andprofessional manner. The Provider warrants to the Client that the Services willbe performed by or on behalf of the Provider in a good, workmanlike andprofessional manner, in accordance with Applicable Law and in accordance withgenerally accepted industry standards for the provision of similar services.

6.2 WorkSchedule. Subject to Section 15.5 of these Terms, unless they areexpressly described as firm deadlines, in which case the Provider’s obligationshall be to meet such dates, any schedules, deadlines or timeframes set forthin a Schedule represent estimates that the Provider shall use its reasonablecommercial efforts to achieve. The Client acknowledges that the Provider’ssuccessful and timely performance of the Services is dependent on the activeparticipation and collaboration of the Client, its Users, employees andrepresentatives. The Client shall, and shall cause its User, employees andrepresentatives, to act reasonably and co-operate fully with the Provider withrespect to the Provider’s performance of the Services. The Provider shall not beliable for any delay or cost or expense caused as a result of the delay of theClient, its Users, employees and representatives, provided that the Providerhas notified the Client of such delay.

7SUPPORT, HOSTING AND BACKUP

7.1 Supportand Maintenance. Support and maintenance Services are provided to theClient and its Users in accordance with the terms of the Provider’s ServiceLevel Agreement, as attached hereto in Addendum “A”.

7.2 Hostingand Backups. The Provider will cause the Software to be hosted on a cloudserver maintained by one or more reputable third-party providers (“CloudProviders”), in accordance with the Provider’s Hosting Policy, as attachedhereto in Addendum “B”, which may be amended from time to time. The location ofthe servers where Client Data is stored on, the Provider’s backup and disasterrecovery policies are also governed by the Provider’s Hosting Policy.

8 CLIENTREPRESENTATIONS AND WARRANTIES AND RESPONSIBILITIES

8.1 ClientRepresentations and Warranties. The Client represents and warrants that theClient’s use of the Services and the Software and the use of the Services andSoftware by the Client’s Users will (a) be consistent with this Agreement, anylicenses provided and any Third-Party Agreement; and (b) comply with ApplicableLaw, including Privacy Laws and Anti-Spam Law. The Client also represents andwarrants that it has and shall maintain in effect all the licenses,permissions, authorizations, consents and permits that it needs to carry outits obligations under this Agreement. The Client shall be liable for the actsand omissions of any of its Users, directors, officers, employees, contractors,representatives or agents as if such act or omission were an act or omission ofthe Client.

8.2 Responsibilities.The Client agrees (a) that it shall be responsible for maintaining its ownInternet access (unless otherwise instructed by the Provider) with thenecessary bandwidth speeds as recommended by the Provider and all necessarytelecommunications equipment, services, software and other materials(collectively, “Client Equipment”) at the Client’s location(s)necessary for accessing the Services; (b) the Client represents and warrantsthat it has the right to enter into this Agreement and to allow the Provider toprovide the Hardware and perform the Services; and (c) the Client is solelyresponsible for providing, updating, uploading, modifying and maintaining theClient Data.

8.3Biometric Laws. TheClient shall be responsible for ensuring its, and its Users, use of theServices and Software complies with all applicable laws relating to theprocessing of biometric information (“Biometric Laws”), including,without limitation and to the extent applicable, Illinois’s BiometricInformation Privacy Act (740 ILCS 14/5) and Division II ofQuebec’s Act to establish a legal framework for information technology,CQLR c C-1.1 (the “Quebec IT Act”). For greater certainty, the Clientshall be responsible for (i) providing any notices to individuals and/orobtaining consent in the form and manner required under Biometric Laws; and(ii) providing any disclosures to regulatory authorities for the processingand/or storage of biometric information, as required by Biometric Laws,including any disclosures required under section 44 and 45 of the Quebec ITAct. Provider shall not be liable to the Client, whether in contract, tort, orunder any other legal theory (including, without limitation, strict liabilityand negligence), for any damages arising out of or in connection with theClient or its User’s processing of biometric information in connection with theServices and Software.

8.4 RequiredPrograms and Hardware. The Client acknowledges that the performance ofthe Services and/or operation of the Hardware may require that the Clientobtain and/or install certain additional services, software programs or add-ons(“Required Programs”) and/or certain additional hardware (“RequiredHardware”, collectively with Required Programs shall be referred toas “Required Programs and Hardware”). Unless indicated in aSchedule or the Order Form, the Client shall be responsible, at its ownexpense, to acquire or rent, maintain, upgrade, and replace as necessary, theRequired Programs and Hardware. The Client further acknowledges that theoperation of the Hardware and/or the Required Programs and Hardware may requirethe Client’s own hardware (i.e. not the Hardware purchased under thisAgreement) to be of a sufficient quality, condition and repair, and the Clientshall be responsible, at its sole expense, to maintain its hardware in theappropriate quality, condition and repair as necessary to operate the Hardwareand/or the Required Programs and Hardware.

8.5 ClientIndemnity Regarding Use of Services, the Software and Client Data. TheClient shall be solely responsible for all inputs, selection and use of theServices, the Software and all Client Data or other data transmitted, receivedor created using the Services or the Software, even if transmitted, received orcreated by someone else, and the Client agrees to defend, indemnify and holdthe Provider, its directors, officers, employees, agents, contractors andaffiliates harmless from any loss, damage or liability which may resulttherefrom or from any breach by the Client or its Users of this Agreement,including any requirements relating to laws relating to the processing ofbiometric information, as discussed in section 8.3 above.

8.6 AcceptableUse of the Services. The Client and its Users may not:
(a) use, or encourage, promote, facilitate or instruct others to use theServices or the Software for any illegal, harmful or offensive use or totransmit, store, display, distribute or otherwise make available content thatis illegal, harmful or offensive;
(b) use the Services or the Software to violate the security or integrity ofany network, computer or communications system, software application, ornetwork or computing device;
(c) interfere with or disrupt the Services, the Software or servers or networksconnected to the Services or the Software or disobey any requirements,procedures, policies or regulations of networks connected to the Services orSoftware or misuse the Software by introducing viruses, defects, trojans,worms, logic bombs or other material or item which is technologically harmfulor destructive in nature;
(d) remove any legal, copyright, trademark or other proprietary rights noticescontained in or on materials the Client or its Users receive or access pursuantto this Agreement;
(e) make network connections to any users, hosts, or networks unless the Clientand its User have permission to communicate with them;
(f) distribute, publish, send or facilitate the sending of unsolicited masse-mail or other messages, promotions, advertising or solicitations (like‘spam’), including commercial advertising and informational announcements;and/or
(g) use the Services or the Website in any way so as to bring the Services, theWebsite or any part thereof or any third-party related thereto, or the Providerinto disrepute.

TheProvider reserves the right, but does not assume the obligation, to investigateany violation of this Section or misuse of the Services or the Software.

9 FEES,EXPENSES AND PAYMENT

9.1 Fees. Inconsideration for the Hardware purchase or rental, licensing of the Softwareand the Provider’s provision of related Services, the Client shall pay the Feesmore particularly described in the Order Form and any applicable Schedules.Except as otherwise specified herein or in the Order Form, (i) the Fees arebased on the Services purchased and not actual usage; (ii) payment obligationsare non-cancelable and Fees paid are non-refundable; and (iii) a subscriptiontype (pertaining to the number of Client employees, each a “ClientEmployee”, using the Services). Furthermore, the Fees are based on thepeak number of active Client Employees for the period in question and the feeper Client Employee agreed upon by the Parties. The Parties will agree upon aminimum number of Client Employees in a given time period, as set out in theOrder Form, for which the Client will be invoiced, even if less than the agreedupon minimum number of Client Employees uses the Services for the given timeperiod.

9.2 Changeto Fees. Unless as otherwise provided in the Order Form, the Providerreserves the right to amend the Fees on or related to the Services from time totime, upon providing the Client with thirty (30) days advanced written notice,prior to any Renewal Term (defined below), by e-mailing the Client. If theClient does not accept the amended or new Fees, the Client must terminate theseTerms or amend its Services prior to the end of the thirty (30) day period.After such period, if the Terms are not terminated or the Services are notamended, the Client or any of its Users continued use or purchase of theServices after the effective date of the change indicates the Client’sagreement with the new or changed Fees.

9.3 Invoicesand Payments. The Provider shall invoice the Client for the Services inaccordance with the terms of the Order Form. The Client shall pay such invoiceswithin thirty (30) calendar days of receipt (or such other time as specified inthe Order Form or any Schedule). Taxes shall be identified and shown asseparate items on each invoice. Late payments are subject to interest in theamount of two percent (2%) per month (twenty-four percent (24%)) on overdueamounts and interest thereon.

9.4 Taxes.The Client shall be responsible for all applicable sales, goods and services,harmonized sales, value added, use, excise, other similar taxes, levies andcharges not otherwise included in the Fees imposed by applicable taxauthorities on the provision of Services hereunder. The Client shall pay suchtaxes, levies and charges which the Provider is registered to charge andcollect.

10INTELLECTUAL PROPERTY, CLIENT DATA AND PRIVACY

10.1 Ownershipof the Software and the Website. Nothing in this Agreement, the OrderForm, or any Schedules shall be deemed to convey to the Client or any otherparty, any ownership right, in copyright, patent rights, trade secret rights,trademarks and other proprietary rights or interests (“Intellectual PropertyRights”) in the Software and the Website.

10.2 Ownershipof Client Data. The Provider acknowledges and agrees that, it has noright or interest in the Client Data, other than pursuant to Section 10.3 ofthis Agreement, and will be collected, handled and used by the Provider only incompliance with the terms of this Agreement.

10.3 Licensefrom Client to Provider. The Client hereby grants to the Provider anon-exclusive, royalty-free, non-transferable, limited right to use during theTerm, Client Data provided to the Provider solely to perform Services pursuantto this Agreement, including, without limitation, allowing the Provider to fixany bugs or problems related to the Services, in accordance with the terms andconditions of this Agreement.

10.4 AllOther Rights Reserved, Further Assurances. Except as expressly set forthherein or in the Order Form or a Schedule, all Intellectual Property Rights areexpressly reserved by the parties. The Client or the Provider, as applicable,shall execute and deliver such instruments and take such other steps as may berequested by the Provider or the Client, as applicable, from time to time inorder to give effect to the provisions of this Article.

10.5 PrivacyLaws. The Client and authorized Users represent that (a) they have compliedwith all applicable Privacy Laws in connection with the collection, use and disclosureof Personal Information, and the provision of Personal Information to theProvider complies with all applicable Privacy Laws; and (b) all individuals towhom such Personal Information relates have consented to the Provider’scollection, use and disclosure of such Personal Information for the purposesdisclosed in this Agreement or our Privacy Policy.

10.6 Third-Party/OpenSource Software and Sites. The Software and/or the Hardware may containthird-party software, firmware, services, products and/or open-source software,which may be subject to third-party licenses and require notices and/oradditional terms and conditions (“Third-Party Licenses”). By acceptingthese Terms, the Client and its Users are also accepting the Third-PartyLicenses, if any, set forth therein. These Third-Party Licenses are made a partof and incorporated into these Terms. The Client agrees that the Provider hasno liability arising from such third-party software, firmware, services,products and/or open-source software.

10.7 Licenseby Client to Use Feedback. The Client grants the Provider a worldwide,perpetual, irrevocable, royalty-free license to use and incorporate into itsservices any suggestion, enhancement request, recommendation, correction orother feedback provided by the Client or Users relating to the operation of theSoftware, the Website or the Services.

11DISCLAIMER AND LIMITATION OF LIABILITY

11.1 Disclaimer.Except as set out in the Order Form, this Agreement, or any Schedules(including the Service Level Agreement), the Services, the Software and theHardware are provided to the Client and authorized Users on an “as-is” basis,without warranties from the Provider of any kind, either express or implied.The Provider expressly disclaims all other warranties, express or implied,including, without limitation implied warranties of merchantability, fitnessfor a particular purpose, title and non-infringement, unless otherwisespecified in the applicable Order Form. The Provider does not warrant that theServices or the Software will be error-free or will operate withoutinterruption.

11.2 NoIndirect, Etc. Damages. Under no circumstances shall the Provider be liablefor any claim for (i) indirect, incidental, special or consequential damages,(ii) loss or inaccuracy of data or cost of procurement of substitute goods,services or technology, (iii) compensation for loss of profits, anticipatedrevenue, savings or goodwill, or (iii) exemplary, aggravated or punitivedamages howsoever incurred; in each case under any theory of law or equity,arising out of or in any way related to this Agreement, the Order Form, anySchedules or any Services, even if advised of the possibility thereof.

11.3 Limitationof Aggregate Liability. Except as otherwise specifically providedunder this Agreement or any Order Form, the liability of the Provider for anyclaim, demand or cause of action whether based on contract, tort (includingnegligence) or otherwise, or for any losses, damages, costs and expense(including but not limited to legal fees) (collectively, “Losses”)arising out of or resulting from this Agreement shall not exceed the Fees paidor payable by the Client to the Provider under this Agreement in the six (6)months preceding the Loss.

11.4 Reasonablenessof Limitations. The Provider, the Client and Users agree that thelimitations contained in this Section 11 are reasonable in scope and form anintegral part of this Agreement.

12INDEMNIFICATION

12.1 Indemnityby Client. The Client agrees to defend, indemnify and hold the Provider,its directors, officers, employees, agents, contractors and affiliates,harmless from any loss, damage or liability, including all reasonable legalcosts, that the Provider may incur as a result of or in connection with anythird-party claim relating to or resulting from (a) any negligence, willfulmisconduct or breach by the Client or its Users of the Client’s or its Usersobligations under this Agreement, including its obligation to comply with allApplicable Law; or (b) any third party claim that the Client’s use of anyClient Data infringes, misappropriates or otherwise violates the intellectualproperty rights of any third-party.

12.2 Indemnityby Provider. The Provider agrees to defend, indemnify and hold theClient, its Users, directors, officers, employees, agents, contractors andaffiliates, harmless from any loss, damage or liability, including allreasonable legal costs, that the Client may incur as a result of or inconnection with any valid claim that the Software or any portion of itinfringes the intellectual property rights of any third-party.

13 TERM

13.1 Term. Theterm of this Agreement (“Term”) shall commence on the Effective Date setout in the Order Form, and will continue for the period of time prior to theFee Start Date, then thereafter for the length of time described in the OrderForm as the Initial Term (“Initial Term”). Thereafter, this Agreementwill automatically renew for the length of time as described in the Order Form(“Renewal Terms”), unless terminated in accordance with this Agreement

13.2 Termination.

(a) Priorto Renewal. Either party may terminate this Agreement by providing writtennotice to the other party at least thirty (30) days prior to the end of thethen current term. For greater certainty, such notice may be given prior to theend of such current term, but will only take effect at the end of the thencurrent term.

(b) Breach.Either party may terminate this Agreement if the other party materiallybreaches this Agreement, including any failure to make payments when due, andsuch other party fails to cure such breach in all material respects withinthirty (30) days after being given notice of the breach from the non-breachingparty.

(c)Insolvency. Either party may terminate this Agreement, upon written notice tothe other party, if such other party is subject to proceedings in bankruptcy orinsolvency, voluntarily or involuntarily, if a receiver is appointed with orwithout the other party’s consent, if the other party assigns its property toits creditors or performs any other act of bankruptcy, or if the other partybecomes insolvent and cannot pay its debts when they are due.

13.3 EarlyTermination. If this Agreement is terminated pursuant to Section 13.2 priorto the end of such current term, the Client shall pay to the Provider, asliquidated damages and not a penalty, an amount equal to the total monthly Fees(as described in the Order Form) multiplied by the number of months remainingprior to the end of such current Term.

13.4 Terminationand Suspension of Users. Notwithstanding any provision of these Terms,the Provider reserves the right, in its sole discretion, without any notice orliability to the Client or any User, to (a) terminate a User’s license to usethe Software, or any portion thereof; (b) block or prevent a User’s futureaccess to and use of all or any portion of the Software or the Website; (c)change, suspend, or discontinue any aspect of the Software or the Website; and(d) impose limits on the Software or the Website.
13.5 Effect of Termination. If this Agreement is terminated in accordance withSection 13.2, then:

(a) Eachparty shall promptly deliver to the other party, all papers, databases,documents, software programs, and other tangible items (including copies)constituting the other party’s Confidential Information in its possession orunder its control, or on request, destroy such materials and certify that ithas done so;

(b) upon arequest by the Client within thirty (30) days of termination, the Provider willwithin fifteen (15) days of such request, provide to the Client a copy of theClient Data in a format that is readable using commercially available thirdparty software and or the Software and;

(c) upon arequest by the Client within thirty (30) days of termination, the Provider willdelete and cause to be deleted all Client Data from all computer systems ownedand controlled by the Provider.
13.6 Return of Hardware Upon Termination. Upon termination of this Agreement inaccordance with Section 13.2 and 13.3, the Client shall return all rentedHardware to the Provider. If the Client fails to return all rented Hardware tothe Provider within thirty (30) days of the termination of this Agreement, theProvider shall reserve the right to charge the Client for the withheld Hardwareat the fair market value, as determined in the sole discretion of the Provider.

14CONFIDENTIALITY

14.1 Definitionof Confidential Information. “Confidential Information” meansall information, documentation, databases, software, designs, drawings,pictures or other images (whether still or moving), sounds and contentdisclosed by a party (“Disclosing Party”) to the other party (“ReceivingParty”), whether orally or in writing, that is designated as confidentialor that reasonably should be understood to be confidential given the nature ofthe information and the circumstances of disclosure. Client’s ConfidentialInformation includes Client Data. The Provider’s Confidential Informationincludes the Software, the Services and the terms and conditions of thisAgreement. However, Confidential Information does not include any informationthat (a) is or becomes generally known to the public without breach of anyobligation owed to the Disclosing Party; (b) was in the lawful possession of orwas known to the Receiving Party prior to its disclosure by the DisclosingParty without breach of any obligation owed to the Disclosing Party; (c) isreceived from a third-party without breach of any obligation owed to theDisclosing Party; or (d) is independently developed by the Receiving Party,which independent development can be shown by written evidence.

14.2 Protectionof Confidential Information. The Receiving Party will (a) use the samedegree of care that it uses to protect the confidentiality of its ownconfidential information of like kind (but not less than reasonable care); (b)not use any Confidential Information of the Disclosing Party for any purposeoutside the scope of this Agreement; and (c) except as otherwise authorized bythe Disclosing Party in writing, limit access to Confidential Information ofthe Disclosing Party to those of its and its affiliates’ employees andcontractors who need that access for purposes consistent with this Agreementand who have signed confidentiality agreements with the Receiving Partycontaining protections no less stringent than those herein.

14.3 CompelledDisclosure. The Receiving Party may disclose Confidential Informationof the Disclosing Party to the extent compelled by law, by any court ofcompetent jurisdiction or by any regulatory or administrative body to do so,provided the Receiving Party, if permitted by law, gives the Disclosing Partyprior notice of the compelled disclosure.

14.4 Destruction.The Receiving Party, upon the request of the Disclosing Party or within thirty(30) days after termination of this Agreement (whichever is earlier), agrees toreturn and cause its representatives to return, all copies of ConfidentialInformation belonging to or provided by the Disclosing Party or destroy suchcopies as directed by the Disclosing Party and certify their destruction.

14.5 Indemnity.The Receiving Party agrees to indemnify and hold the Disclosing Party harmlessfrom and against all loss or damage or any kind and nature suffered by theDisclosing Party as a result of any breach by it or its representatives of itsobligations relating to confidentiality contained in this Section 14.

14.6 Publicity. Unlessspecifically requested otherwise, each of the Client and the Provider shall bepermitted to use the other party’s trademarks (registered and unregistered),trade names, designs, logos and/or other indicia of origin (“Marks”)that are approved by such party for use on the other party’s website(s), socialmedia accounts or in their retail location(s) (as applicable) solely for thepurpose of indicating that the Client is a customer of the Provider. Further,the Provider’s Marks may appear on receipts or other documents printed orotherwise generated from the Software.

15GENERAL

15.1 GoverningLaw. This Agreement shall be governed by and construed in accordance withthe laws of the Province of Ontario and the laws of Canada applicable therein.This Agreement shall be treated, in all respects, as an Ontario contract.

15.2 Survival.Any terms and conditions of this Agreement which by their nature extend beyondtermination of this Agreement shall survive such termination. This includes,without limitation Section 10 (Intellectual Property, Client Data and Privacy)(but not section 10.3 (License from Client to Provider)), Section 11(Disclaimer and Limitation of Liability), Section 12 (Indemnification), Section13.5 (Effect of Termination), Section 14 (Confidentiality) and applicableprovisions of Section 15 (General).

15.3 Relationship.The relationship between the Client and the Provider will at all times be oneof independent contractor and nothing herein shall be construed as implying anemployment, partnership, or joint venture relationship. The Provider is not anemployee of the Client and is not entitled to any benefits that the Client mayprovide to its employees. Nothing herein shall be construed as empoweringeither party to act as a representative or agent of the other party. Neitherparty shall have the authority to enter into any contract, nor to assume anyliability, on behalf of the other party, nor to bind or commit the other partyin any manner, except as expressly provided in this Agreement.

15.4 ForceMajeure. Except as expressly provided otherwise in this Agreement,dates and times by which the Client or the Provider is required to performunder this Agreement, the Order Form, or a Schedule (except for any paymentobligation) will be postponed automatically to the extent and for the period oftime that the Client or the Provider, as the case may be, is prevented bycauses outside of its reasonable control from meeting such dates and times byreason of any cause beyond its reasonable control (provided that a lack offinancial resources shall not constitute an event beyond the reasonable controlof a party). The following events are deemed to be outside of a party’sreasonable control: acts of God, acts of government, acts of war, civil or militaryunrest, acts of public enemies, epidemics, pandemics, riots, fire,unavailability of communications or electrical power service provided by thirdparties, governmental regulations superimposed after the fact and earthquakes,explosions, floods or other disasters provided that such causes could not havebeen reasonably foreseen and the risk and/or consequences of such causesmitigated on a commercially reasonable basis. The parties agree that an eventshall not be considered to beyond reasonable control if a reasonable businessperson applying due diligence in the same or similar circumstances under thesame or similar obligations as the provisions of the Order Form or Schedulewould have put in place contingency plans to either materially mitigate or negatethe effects of such event. A party seeking to rely on this Section must (i)notify the other party immediately and in detail of the anticipated or actualcommencement of and the cause of postponement; (ii) notify the other partypromptly of any material changes in the circumstances which resulted in thepostponement including when the reason for the postponement is at an end; and(iii) use diligent efforts to avoid or remove such cause of non-performance andto minimize the consequences thereof, including utilizing all resourcesreasonably required in the circumstances including without limitation obtainingsupplies or services from other resources if they are reasonably available.

15.5 Non-Solicitation. Duringthe Term and for a period of one (1) year following termination of thisAgreement for any reason, neither party may, directly or indirectly, (a)solicit for employment any employee or independent contractor of the otherparty who was materially involved in the performance of this Agreement; or (b)induce or attempt to induce any employee or independent contractor of the otherparty who was materially involved in the performance of this Agreement to leavehis or her employ or contract, as applicable, with such other party. Theforegoing will not prevent either party from hiring any employee or independentcontractor who responds to a job posting or advertisement that is notspecifically targeted at such employee or independent contractor.

15.6 Currency.Unless otherwise specified in the Order Form, all references to amounts ofmoney in this Agreement refer to Canada (CDN) currency for Clients based inCanada, and to United States (US) currency for Clients based in the UnitedStates.

15.7 Notices.Notices that we give to you (other than notice of amendment of this Agreement),may be provided in any of the following ways. First, we may email theAdministrator(s) at the contact information provided in the Order Form or anyRegistration Data. Second, we may post a notice on the Provider’s website. Itis your responsibility to periodically review the Website for notices. TheClient may provide notice to the Provider by emailing the Provider at legal@synerion.com.

15.8 Successorsand Assigns. This Agreement shall enure to the benefit of, and be bindingon, the parties and their respective successors and permitted assigns. TheProvider may assign this Agreement, the Order Form or any Schedule or anyobligation hereunder, in its sole discretion. The Client may not assign thisAgreement, the Order Form or any Schedule without the prior written consent ofthe Provider.

15.9 Severability.Any provision of this Agreement which is prohibited or unenforceable in anyjurisdiction will, as to that jurisdiction, be ineffective to the extent ofsuch prohibition or unenforceability and will be severed from the balance ofthis Agreement, all without affecting the remaining provisions of thisAgreement or affecting the validity or enforceability of such provision in anyother jurisdiction.

15.10 EntireAgreement. This Agreement, the Order Form and the Schedules constitutethe entire agreement between the parties with respect to the subject matter ofthis Agreement and supersedes all previous negotiations, proposals,commitments, writings and understandings of any nature whatsoever.

15.11 Waiver. Noterm or provision of this Agreement is deemed waived and no breach excused,unless the waiver or consent is in writing and signed by the party claiming tohave waived or consented. Any consent by any party to, or waiver of, a breachby the other, whether expressed or implied, does not constitute a consent to,waiver of, or excuse for, any other different or subsequent breach.

15.12 FullyNegotiated Agreement. The Client and the Provider acknowledge andagree that all of the provisions of this Agreement have been fully negotiated,that neither of them shall be deemed the drafter of this Agreement and that, inconstruing this Agreement in case of any claim that any provision hereof may beambiguous, no such provision shall be construed in favour of one party on theground that such provision was drafted by the other party.

15.13 Language. Theparties have required that this Agreement and all deeds, documents and noticesrelating to this Agreement be drawn up in the English language. Les parties auxprésentes ont exigé que le présent contrat et tous autres contrats, documentsou avis afférents aux présentes soient rédigés en langue anglaise.

15.14 Modificationof Terms. The Provider may modify this Agreement at any time by (a) postinga notice on the Website or on the Software; or (b) by e-mailing the Client. TheProvider will also update the “Last Updated” date at the top of these Terms.You are responsible for checking these Terms whenever you access or use theServices. By continuing to access or use the Services, you are indicating thatyou agree to be bound by the modified terms. If the modified terms are notacceptable to you, you must stop accessing and using the Services.

15.15 Questions. Ifyou have any questions regarding these Terms or your use of the Services,please contact us here:

SYNERIONNORTH AMERICA INC.
legal@synerion.com

ADDENDUM“A”
SYNERION NORTH AMERICA INC.
SERVICE LEVEL AGREEMENT

ADDENDUM“B”
SYNERION NORTH AMERICA INC.
HOSTING POLICY

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