User Terms

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

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

By accepting this Agreement, by (a) signing the agreement (b) or by accessing or using the Services or the Website, you agree to be bound by these Terms, and all terms, policies and guidelines incorporated by reference in these Terms.

If the individual accepting this Agreement is accepting on behalf of a company o rlegal 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, or does not agree with these Terms, such individual must not accept this Agreement and may not use the Services or the Website.

1.             DEFINITIONS

1.1“Administrator” meansa person or persons assigned by the Client to have the authority to act as theadministrator 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 and agreementswith all applicable government authorities, agencies, bodies or departments,having jurisdiction over this Agreement or the supply or use of the Services orHardware.
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 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.
1.9 “Hardware” means the hardware/systems listed in an 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.

1.14 “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, , or which may be added hereafter by written agreement of theparties.
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, and/or any Schedule and any additional servicesauthorized by the Client that the Provider agrees to perform or is required toperform hereunder. The Services shall include, but are not limited to, thedelivery of the Hardware, the use of the Hardware and Software and/or Website,and other related services to be provided by the Provider to the Clientpursuant 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 1.18 “Specifications” means thespecifications for the Hardware 1.20 “User” means an individualuser who accesses and/or uses the Software and/or the Services; Users mayinclude employees or contractors of the Client who are authorized to use theServices. For better clarity, Users include Client Employees.
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).

2.             PRIVACY AND SECURITY

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

3.             HARDWARE

3.1 Hardware. TheProvider shall sell or rent out to the Client, and the Client shall purchase or rent from the Provider, the Hardware, in accordance with this Agreement, andthe 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. Anysuch additional order(s), if any, shall hereinafter be added as a Schedule tothis Agreement, subject to the terms and conditions of this Agreement.

4.              USER ACCOUNTS

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).

5.             LICENSE TO SOFTWARE AND LICENSERESTRICTIONS

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.

5.2 LicenseRestrictions. Except as set forth in this Agreement,  orany Schedule: the Client and any User maynot (a) make or distribute copies of the Software; (b) use the Software toprovide services to third-parties; (c) alter, copy, merge, adapt, reformat,download, or translate the Software, or decompile, reverse engineer,disassemble; (d) sell, rent, share, lease, transfer, distribute, display, hostor sublicense the Hardware or Software (except as is incidental or necessaryfor the provision of the Software to Users); (e) disassemble or modify theSoftware or create derivative works based upon the Software; provided howeverthat the foregoing will not restrict Client’s rights to exploit any Client Datawhich may be incorporated into, reside in, or form a part of the Software; (f)use the Software or the Services in a manner that breaches the rights of anythird-party, any contract (including this Agreement or Third-Party Licenses, asdefined in this Agreement) or legal duty 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 Services in any way for the purposes of competingwith the Software or Services or in order to build a competitive product orservice; (i) use the Services or the Software other than for its intended purposes,including, without limitation, in a manner that, as determined by the Providerin its sole discretion, constitutes excessive or abusive usage; and/or (j) doanything to interfere with or impair the intended operation of the Software.

6.             SUPPORT, HOSTING AND BACKUP

6.1 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”.

6.2 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.

7.             CLIENT REPRESENTATIONS AND WARRANTIESAND RESPONSIBILITIES

7.1 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 out itsobligations under this Agreement. The Client shall be liable for the acts andomissions 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.

7.2 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.

7.3Biometric Laws. The Client shall be responsible for ensuring its, andits Users, use of the Services and Software complies with all applicable lawsrelating to the processing 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 of Quebec’s Actto establish a legal framework for information technology, CQLR c C-1.1(the “Quebec IT Act”). For greater certainty, the Client shall beresponsible for (i) providing any notices to individuals and/or obtainingconsent in the form and manner required under Biometric Laws; and (ii) providingany disclosures to regulatory authorities for the processing and/or storage ofbiometric information, as required by Biometric Laws, including any disclosuresrequired under section 44 and 45 of the Quebec IT Act. Provider shall not beliable to the Client, whether in contract, tort, or under any other legaltheory (including, without limitation, strict liability and negligence), forany damages arising out of or in connection with the Client or its User’s processingof biometric information in connection with the Services and Software.

7.4 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, the Client shall be responsible, at its own expense, to acquire orrent, maintain, upgrade, and replace as necessary, the Required Programs andHardware. The Client further acknowledges that the operation of the Hardwareand/or the Required Programs and Hardware may require the Client’s own hardware(i.e. not the Hardware purchased under this Agreement) to be of a sufficientquality, condition and repair, and the Client shall be responsible, at its soleexpense, to maintain its hardware in the appropriate quality, condition andrepair as necessary to operate the Hardware and/or the Required Programs andHardware.

7.5 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.

7.6 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.

8.             [A1] INTELLECTUAL PROPERTY,CLIENT DATA AND PRIVACY

8.1 Ownershipof the Software and the Website. Nothing in this Agreement, or anySchedules shall be deemed to convey to the Client or any other party, anyownership right, in copyright, patent rights, trade secret rights, trademarksand other proprietary rights or interests (“Intellectual Property Rights”)in the Software and the Website.

8.2 Ownershipof Client Data. The Provider acknowledges and agrees that, it has noright or interest in the Client Data, other than pursuant to Section 8.3 ofthis Agreement, and will be collected, handled and used by the Provider only incompliance with the terms of this Agreement.

8.3 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.

8.4 AllOther Rights Reserved, Further Assurances. Except as expressly set forthherein or in t a Schedule, all Intellectual Property Rights are expresslyreserved by the parties. The Client or the Provider, as applicable, shallexecute 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.

8.5 PrivacyLaws. The Client and authorized Users represent that (a) they have compliedwith all applicable Privacy Laws in connection with the collection, use anddisclosure of Personal Information, and the provision of Personal Informationto the Provider complies with all applicable Privacy Laws; and (b) allindividuals to whom such Personal Information relates have consented to theProvider’s collection, use and disclosure of such Personal Information for thepurposes disclosed in this Agreement or our Privacy Policy.

8.6 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.

8.7 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.

9.              DISCLAIMER AND LIMITATION OF LIABILITY

9.1 Disclaimer.Except as set out in the this Agreement, or any Schedules (including theService Level Agreement), the Services, the Software and the Hardware areprovided to the Client and authorized Users on an “as-is” basis, without warrantiesfrom the Provider of any kind, either express or implied. The Providerexpressly disclaims all other warranties, express or implied, including,without limitation implied warranties of merchantability, fitness for aparticular purpose, title and non-infringement. The Provider does not warrantthat the Services or the Software will be error-free or will operate withoutinterruption.

9.2 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, any Schedules or anyServices, even if advised of the possibility thereof.

9.3 Limitationof Aggregate Liability. Except as otherwise specifically providedunder this Agreement, the liability of the Provider for any claim, demand orcause of action whether based on contract, tort (including negligence) orotherwise, or for any losses, damages, costs and expense (including but notlimited to legal fees) (collectively, “Losses”) arising out of orresulting from this Agreement shall not exceed the Fees paid or payable by theClient to the Provider under this Agreement in the six (6) months preceding theLoss.

9.4 Reasonablenessof Limitations. The Provider, the Client and Users agree that thelimitations contained in this Section 9 are reasonable in scope and form anintegral part of this Agreement.

10.           INDEMNIFICATION

10.1 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.

10.2 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.

11.          [A2]  CONFIDENTIALITY

11.1 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 the DisclosingParty; or (d) is independently developed by the Receiving Party, whichindependent development can be shown by written evidence.

11.2 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.

11.3 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.

11.4 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.

11.5 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 11.

11.6 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.

12.          GENERAL

12.1 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.

12.2 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 8 (Intellectual Property, Client Data and Privacy)(but not section 8.3 (License from Client to Provider)), Section 9 (Disclaimerand Limitation of Liability), Section 10 (Indemnification), Section 11(Confidentiality) and applicable provisions of Section 12 (General).

12.3 Relationship.The relationship between the Client and the Provider will at all times be one of independent contractor and nothing herein shall be construed as implying an employment,partnership, or joint venture relationship. The Provider is not an employee ofthe Client and is not entitled to any benefits that the Client may provide toits employees. Nothing herein shall be construed as empowering either party to act as a representative or agent of the other party. Neither party shall have the authority to enter into any contract, nor to assume any liability, onbehalf of the other party, nor to bind or commit the other party in any manner,except as expressly provided in this Agreement.

12.4 ForceMajeure. Except as expressly provided otherwise in this Agreement,dates and times by which the Client or the Provider is required to perform under this Agreement, or a Schedule (except for any payment obligation) will be postponed automatically to the extent and for the period of time that theClient or the Provider, as the case may be, is prevented by causes outside of its reasonable control from meeting such dates and times by reason of any cause beyond its reasonable control (provided that a lack of financial resources shall not constitute an event beyond the reasonable control of a party). The following events are deemed to be outside of a party’s reasonable control: acts of God, acts of government, acts of war, civil or military unrest, acts of public enemies, epidemics, pandemics, riots, fire, unavailability of communications or electrical power service provided by third parties,governmental regulations superimposed after the fact and earthquakes,explosions, floods or other disasters provided that such causes could not have been reasonably foreseen and the risk and/or consequences of such causes mitigated on a commercially reasonable basis. The parties agree that an event shall not be considered to beyond reasonable control if a reasonable businessperson applying due diligence in the same or similar circumstances under the same or similar obligations as the provisions of a Schedule would have put in place contingency plans to either materially mitigate or negate the 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 actual commencement of and the cause of postponement; (ii) notify the other party promptly of any material changes in the circumstances which resulted in the postponement 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 and to minimize the consequences thereof, including utilizing all resources reasonably required in the circumstances including without limitation obtaining supplies or services from other resources if they are reasonably available.

12.5 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.

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

12.7 EntireAgreement. This Agreement, and the Schedules constitute the entireagreement between the parties with respect to the subject matter of thisAgreement and supersedes all previous negotiations, proposals, commitments,writings and understandings of any nature whatsoever.

12.8 Waiver. No term 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 breach by the other, whether expressed or implied, does not constitute a consent to,waiver of, or excuse for, any other different or subsequent breach.

12.9 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 the ground that such provision was drafted by the other party.

12.10 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 aux présentesont exigé que le présent contrat et tous autres contrats, documents ou avisafférents aux présentes soient rédigés en langue anglaise.

12.11Modification of Terms. The Provider may modify this Agreement at anytime by (a) posting a notice on the Website or on the Software; or (b) bye-mailing the Client. The Provider will also update the “Last Updated” date atthe top of these Terms. You are responsible for checking these Terms whenever you access or use the Services. By continuing to access or use the Services,you are indicating that you agree to be bound by the modified terms. If the modified terms are not acceptable to you, you must stop accessing and using theServices.

12.12 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

 [A1]ADP will be responsible for fee collection and invoicing

 [A2]The term will be defined by ADP

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