RECOLLECTIVE MASTER SOFTWARE AS A SERVICE AGREEMENT

By signing the Order Form, you agree to be bound by terms and conditions of this Recollective Master as a Software Service Agreement (“MSaaS”) on the terms and conditions set forth below. If you signed the Order Form on behalf of an organization or entity (“Organization”), then you agree to the terms and conditions of this MSaaS on behalf of the Organization and you represent and warrant that you have the authority to bind the Organization to this MSaaS. In that case, "you" refers to you and that Organization.

WHEREAS:

A. Service Provider has developed and will update from time to time web-based software that supports online research (the “Software Platform”);

B. Service Provider provides access to the Software Platform over the world wide web via a customizable web interface (a “Web Interface”) unique to each customer or project;

C. Each Web Interface can be customized by a customer to give it the customer's preferred “look and feel”;

D. Users authorized by the customer may “log in” and access the Software Platform via the Web Interface and participate in the online research;

E. The Client desires to enter into a Master Software as a Service Agreement with the Service Provider whereby the Client may access the Software Platform from time to time on the terms and conditions set forth herein and such other terms as may be agreed to in an Order Form particular to each instance of access.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and agreements herein contained and contained in the Order Form, and subject to the terms and conditions set out in this Agreement, the fees as prescribed by this Agreement and Order Forms, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article 1. INTERPRETATION

Section 1.01 General. This Agreement is a Master Software as a Service Agreement and governs the overarching relationship between the Service Provider and the Client. It is contemplated that subsequent agreements between the Service Provider and the Client for specific services and licensing may be made pursuant to Order Forms. The terms of such Order Forms may run concurrently or consecutively. Nothing in this Agreement should be read to preclude the possibility of the concurrent licensing and provision of services pursuant to multiple Order Forms, but rather this is expressly intended.

Section 1.02 Definitions. Definitions are as follows:

(a) “Admin Access End Date” means a date four (4) weeks from the Participant Access End Date unless otherwise specified in an Order Form.

(b) “Admin Access Start Date” means a date indicated in a specific Order Form upon which the Client may, through a limited number of administrator accounts, begin accessing the Software Platform and Web Interface as described in that Order Form.

(c) “Agreement” means this Recollective Master Software as a Service Agreement.

(d) “Authorized Subcontractor” has the meaning set forth in Section 12.10.

(e) “Authorized User” means any person who obtains login credentials from the Client to access the Web Interface or is otherwise authorized by the Client to access the Web Interface or use the Software Platform, including the Client's employees, agents, research subjects and moderators.

(f) “Business Day” means any day other than Saturday, Sunday and any day which is a statutory holiday in the Province of Ontario.

(g) “Breach of Security Safeguards” has the meaning set forth in the PIPEDA.

(h) “Client” means the customer named in the Order Form.

(i) “Client Content” means all content uploaded by the Client or its Authorized Users to the Software Platform and all content provided by the Client to the Service Provider for the purpose of customizing the Web Interface.

(j) “Client Customization Specifications” means written directions provided by the Client to Service Provider describing the Client's desired “look and feel” for the Web Interface and shall contain the Client's Intellectual Property to be used by Service Provider in customizing the Web Interface.

(k) “Client Intellectual Property” has the meaning set forth in Section 7.02.

(l) “Web Interface” means a website-based interface with the Software Platform owned by Service Provider that may be customized by the Client or by the Service Provider so as to present the appearance and function chosen by the Client.

(m) “Commissioner” means the Privacy Commissioner of Canada.

(n) “Disclosing Party” has the meaning set forth in Section 8.01.

(o) “Equipment” has the meaning set forth in Section 6.01

(p) “Fees” means the aggregate of the monetary obligations set forth in Article 4.

(q) “GDPR” means the EU General Data Protection Regulation 2016/679.

(r) “Indemnifying Party” and “Indemnified Party” have the meanings set forth in Section 10.03.

(s) “Improper Use” has the meaning set forth in Article 6.

(t) “Order Form” means agreements made from time to time between the Client and Service Provider for the provision of licenses and services in a format approved by Service Provider, a template for which is annexed hereto at Annex “A”.

(u) “Licenses” means the licenses to use the Software Platform and the Web Interface as set out at Section 2.01 and Section 2.02.

(v) “Order Form Term” means the period of time running from an Admin Access Start Date to the Admin Access End Date.

(w) “Participants” means research subjects and Authorized Users who are not moderators or administrators.

(x) “Participant Access Days” means a continuous period of days during which Participants may access the Web Interface as indicated in a specific Order Form.

(y) “Personal Information” has the meaning set forth in the PIPEDA or the meaning attributed to the term “Personal Data” within the provisions of GDPR, whichever is the most expansive.

(z) “PIPEDA” means the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5.

(aa) “Proprietary Information” and “Receiving Party” have the meanings set forth in Section 8.01.

(bb) “Service Provider Intellectual Property” has the meaning set forth in Section 7.01.

(cc) “SaaS Term” means the period starting on the effective date of this agreement and ending on the termination of this agreement as set forth in Article 5.

(dd) “Services” means the work set out at Article 3.

(ee) “Software Platform” means the research software described in the Order Form as well as any ancillary software programs, code or other computer instructions owned by or licenced to Service Provider used to support the research software or otherwise facilitate the provision of the Services.

(ff) “Service Provider” means Ramius Corporation, a corporation incorporated pursuant to the laws of the Canada with its registered office located at 283 Alexandre-Tache Blvd, Suite F3050, Gatineau, Quebec, Canada.

(gg) “Service Provider's Terms of Use” means the agreement prepared and amended from time to time by Service Provider stating the restrictions on the use of the Service.

(ii) “Participant Access End Date” means the date on which all the Participant Access Days, counting from the date of the Target Participant Access Start Day, have been expended.

(jj) “Third Party” means a party who is not Service Provider or the Client.

Article 2. WEB-BASED LICENCE

Section 2.01 Non-Exclusive Licence for Software Platform. For the duration of each Order Form Term, Service Provider grants to Client, and Client accepts, a non-transferable, non-exclusive licence and right to access the Software Platform via the world wide web and use the Software Platform as set out in that Order Form and this Agreement, for its own purpose and operations. Client acknowledges that its access and use of the Software Platform will be web-based only. The Software Platform will not be provided to the Client in CD-ROM form (or any other form of media) and will not be installed on any servers or other computer equipment (including smart phones and tablets) owned or otherwise controlled by Client. Instead, the Software Platform will be hosted by Service Provider and accessed and used by the Client through the use of the Internet and Client's computers or the Authorized Users' computers.

Section 2.02 Exclusive Licence for Web Interface. For the duration of each Order Form Term, Service Provider grants to Client, and Client accepts, a transferable, exclusive licence and right to use a Web Interface as set out in that Order Form and this Agreement, for its own purpose and operations.

Section 2.03 Expiration of Order Form Term. Upon the expiration of an Order Form Term (the “Expired Order Form”), and notwithstanding that the SaaS Term has not expired, the Service Provider shall revoke from the Client its Licenses pursuant to the Expired Order Form and the Client will cease using the Licenses pursuant to the Expired Order Form. Nothing in this provision extinguishes the Client's rights under Licenses pursuant to other Order Form(s) that have unexpired terms.

Article 3. SERVICES

Section 3.01 Services. For the duration of an Order Form Term, Service Provider shall provide to the Client the following Services:

(a) Activation and Maintenance of a Web Interface. Service Provider will use commercially reasonable efforts to perform the following:

(i) Service Provider will activate a Web Interface for the Client no later than Admin Access Start Date and provide to Client login credentials for the Web Interface and privileges permitting the Client to customize the Web Interface and create accounts for Authorized Users.

(ii) If an Order Form provides for customization by the Service Provider of the Web Interface, the Client provides Client Customization Specifications and the Service Provider approves the Client Customization Specifications, then the Service Provider will customize the Web Interface according to the Client Customization Specifications.

a. If Service Provider rejects a non-trivial aspect of the Client Customization Specifications, the Client may terminate the specific Order Form under which the Client Customization Specifications were issued upon twenty four (24) hours' notice and payment of all Fees.

b. Any changes to such specifications after submission to Service Provider must be approved by the Service Provider and will be subject to additional charges.

ii) Upon the Target Participant Access Start Date, Service Provider will provide Participants access to the Web Interface. At any time prior to the Target Participant Access Start Date, the Client may adjust the Target Participant Access Start Date using the tools available within the Web Interface. Service Provider may charge a fee for adjustments to the Target Participant Access Start Date requested by the Client after the Target Participant Access Start Date.

iii) Upon the Participant Access End Date, Service Provider will cease providing Participants access to the Web Interface. The Service Provider will continue to provide the Client access to the Web Interface.

(b) Hosting. Service Provider will use commercially reasonable efforts to perform the following:

(i) Service Provider will host, on Service Provider managed servers, the Software Platform and the Web Interface such that they can be accessed over the World Wide Web. Hosting may be conducted on the servers of Third Parties subject to the provisions of Article 12.

(ii) Service Provider will host, on Service Provider managed servers, the Client Content. Hosting may be conducted on the servers of Third Parties subject to the provisions of Article 12.

(c) Support. Service Provider will use commercially reasonable efforts to provide Client with reasonable technical support services in accordance with Service Provider's standard practice from 9 am to 5 pm EST on Business Days.

(d) Miscellaneous. Service Provider will use commercially reasonable efforts to provide Client with such other services as may be set out in the Order Form upon the terms contained therein.

Section 3.02 Expiration of Order Form Term. Upon the expiration of an Order Form Term (the “Expired Order Form”), and notwithstanding that the SaaS Term has not expired, the Service Provider will cease providing technical support services under the Expired Order Form and may de-activate the Web Interface and delete the Client Content hosted pursuant to an Expired Order Form without notice to the Client. The Service Provider will delete the Client Content hosted pursuant to an Expired Order Form within sixty (60) days of the expiration of an Expired Order Form.

Section 3.03 Interruption of Service. Upon demonstrating that the Services were unavailable, the Client shall be entitled to an extension of the Order Form Term by one day for each day of the Order Form Term in which there was a period where the Services were unavailable. Under the terms of this provision, the Order Form Term may not be extended by more days than its original length.

Article 4. FEES AND PAYMENT

Section 4.01 Fees. The Client agrees to pay Service Provider all fees and other charges for the Licenses and Services performed by Service Provider hereunder, including, without limitation, the licenses to use the Software Platform and Web Interface, activation of the Web Interface, customization of the Web Interface by the Service Provider (if any), hosting the Software Platform and Web Interface, and technical support, at the rates set forth in the Order Form.

Section 4.02 Invoices. Service Provider may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Service Provider thirty (30) days from the date the invoice is issued unless otherwise agreed in writing. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.

Section 4.03 Disputed Billing. If Client believes that Service Provider has billed Client incorrectly, Client must contact Service Provider no later than thirty (30) days from the date of the invoice in which the error or problem appeared in order to be eligible for an adjustment or credit. Adjustments or credits will be issued at the sole discretion of the Service Provider.

Section 4.04 Taxes. Client shall be responsible for any and all taxes (including, but not limited to, federal, provincial and / or state taxes), fees, duties or other amounts, however designated, including without limitation, value-added and withholding taxes, which are levied or based on any payment made pursuant to this Agreement or an Order Form whether or not they are correctly stated on the invoice.

Article 5. TERM AND TERMINATION

Section 5.01 SaaS Term. The term of this Agreement will begin on the Effective Date and will continue until terminated by mutual written consent or in accordance with this Article 5.

Section 5.02 Termination. Without prejudice to any right or remedy Service Provider may have against Client for breach or non-performance of this Agreement, Service Provider shall have the right to terminate this Agreement forthwith by prior written notice if any of the following events occur:

(a) A material breach of this Agreement by the Client that is not cured within thirty (30) days of written notice of such breach delivered to Client;

(b) Non-payment to Service Provider of any amounts due by Client that are not paid within thirty (30) days of written notice delivered to Client advising Client of its non-payment;

(c) Client ceases to conduct business in the ordinary course for a period of ten (10) consecutive days, becomes insolvent or commits an act of bankruptcy or becomes bankrupt, makes a general assignment for the benefit of creditors, becomes involved in voluntary or involuntary wind-up procedures, or if a receiver is appointed for the business of the Client, or;

(d) Service Provider discovers that Client or any Authorized User has engaged in Improper Use of the Services.

Section 5.03 Effect of Termination. Upon termination of this Agreement:

(a) Service Provider will cease to perform the Services and will revoke the Licenses;

(b) All work in progress or otherwise un-invoiced Fees will become due and payable immediately by Client; and,

(c) Each party will immediately return all materials, return or destroy all Proprietary Information in its possession belonging to the other party, and certify such return or destruction.

Section 5.04 Refund. Where Service Provider terminates this Agreement pursuant to section 5.02 hereof, no amount paid by the Client, including but not limited to any amounts paid in advance, shall become refundable.

Article 6. RESTRICTIONS AND RESPONSIBILITIES

Section 6.01 Client's Equipment. Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Licenses and Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Client shall also be responsible for maintaining the security of the Equipment, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client's account or the Equipment with or without Client's knowledge or consent.

Section 6.02 Authorized Users. Client acknowledges that it shall be solely responsible for the actions of its Authorized Users and for Client Content uploaded or otherwise provided to Service Provider via the Web Interface and Software Platform. Although Service Provider may occasionally monitor Client Content for quality control of its Services, Service Provider does not and cannot actively censor Client Content. Service Provider assumes no responsibility for the truthfulness or accuracy of Client Content and accepts no responsibility for defamatory, infringing or otherwise actionable Client Content that the Client or its Authorized Users upload or otherwise provide to Service Provider via the Web Interface and Software Platform.

Section 6.03 Improper Use. The Client agrees that it will not use the Services in violation of the Service Provider Terms of Use and that it will cause its Authorized Users to agree to the Service Provider Terms of Use or enter into an agreement with the Client that incorporates the same restrictions on the Authorized User's use of the Service as those provided in Service Provider's Terms of Use. The Client acknowledges that Service Provider may suspend or disable an account of an Authorized User if Service Provider suspects that the Authorized User has violated the Service Provider Terms of Use.

Article 7. INTELLECTUAL PROPERTY

Section 7.01 Service Provider Intellectual Property. Service Provider shall own and retain all right, title and interest in and to the following intellectual property (“Service Provider Intellectual Property”):

(a) the Software Platform and the Web Interface, as well as all improvements, enhancements or modifications thereto;

(b) any software, applications, inventions or other technology developed by Service Provider in connection with Services;

(c) Any Service Provider trademarks and patents used in connection to its provision of the Service;

(d) Any otherwise authored works, whether or not completed at the direction of the Client or developed by Service Provider as a consequence of Service Provider's provision of the Services, and;

(e) all intellectual property rights related to any of the foregoing.

Section 7.02 Client Intellectual Property.

(a) Service Provider renounces all rights in the Client Content, which, without limiting the generality of the foregoing, includes Participants' activity responses, discussion posts, comments, excerpts and tags.

(b) Notwithstanding Section 7.01, Client shall retain all Intellectual Property rights in any patented, copyrighted or trademarked material that it provides to Service Provider for the purpose of customizing the Web Interface (“Client Intellectual Property”).

Section 7.03 Client Intellectual Property Licence. The Client hereby grants, and Service Provider hereby accepts, a non-transferable, non-exclusive licence to use only the Client Intellectual Property contained in the Client Customization Specification, or such other Client Intellectual Property that the Client may specify in writing, for the strictly limited use of customizing the Web Interface. This licence shall expire upon the conclusion of the SaaS Term.

Section 7.04 Client Content Licence. The Client hereby grants, and Service Provider hereby accepts, a non- transferable, non-exclusive licence to use the Client Content for the purpose of hosting, storing, and making it accessible through the Service to the Client and its Authorized Users. This licence shall expire upon the conclusion of the SaaS Term.

Article 8. CONFIDENTIALITY AND PROPRIETARY RIGHTS

Section 8.01 Proprietary Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Service Provider includes non-public information regarding features, pricing, functionality and performance of the Software Platform, Web Interface and Services. Proprietary Information of the Client includes non-public data provided by the Client to Service Provider to enable the provision of the Services.

Section 8.02 The Receiving Party agrees:

(a) To take reasonable precautions to protect such Proprietary Information, and;

(b) Not to use (except in the performance of the Services or as otherwise permitted herein) or divulge to any Third Party any such Proprietary Information.

The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document:

(c) Is or becomes generally available to the public;

(d) Was in its possession or known by it prior to receipt from the Disclosing Party;

(e) Was rightfully disclosed to it without restriction by a third party;

(f) Was independently developed without use of any Proprietary Information of the Disclosing Party, or;

(g) Is required to be disclosed by law.

Section 8.03 Reverse Engineering and Unauthorized Sharing. Client will not, directly or indirectly:

(a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Software Platform or Web Interface;

(b) modify, translate, or create derivative works based on the Software Platform or Web Interface, or;

(c) without the written consent of the Service Provider, share login information or otherwise provide access to the Software Platform or the Web Interface with a person that is not:

(i) An officer, director, agent or employee of the Client;

(ii) A subcontractor of the Client who is assisting the Client's research programme, or;

(iii) A research subject.

Article 9. WARRANTY AND DISCLAIMER

Section 9.01 Warranty. Service Provider shall use commercially reasonable efforts to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Service Provider or by Third Party providers, or because of other causes beyond Service Provider's reasonable control, but Service Provider shall use commercially reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

Section 9.02 Disclaimer. SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Section 9.03 Third Party Translation. If a hypertext link to a third party translation service is posted by Ramius on its website or otherwise provided to Client for this Agreement or the Service Provider's Terms of Use, such hypertext link is for convenience only. Ramius has not reviewed any translation from English of this Agreement or the Service Provider's Terms of Use and the English versions of both are exclusively authoritative. Ramius makes no representation regarding the quality or accuracy of any third party translation of any agreement to which it is a party.

Article 10. INDEMNITY

Section 10.01 Service Provider Indemnity for Client. Service Provider shall indemnify and defend Client against any Third Party claims that the Services made available to Client by Service Provider infringes any United States or Canadian patent or copyright during the SaaS Term, provided that Service Provider is given prompt notice of such claim and is given information, reasonable assistance and the sole authority to defend or settle said claim. In the defence or settlement of any claim relating to infringing Services, Service Provider shall, in its reasonable judgment and at its option and expense:

(a) obtain for Client the right to continue using the Services;

(b) replace or modify the Services so that it becomes non-infringing while giving substantially equivalent functionality, or;

(c) if Service Provider determines the remedies in (a) or (b) are not commercially reasonable, as its sole obligation, terminate the SaaS Term.

(d) Service Provider shall have no liability to indemnify and defend Client to the extent:

(i) the alleged infringement is based on infringing information, data, software, applications, services, or programs created or furnished by or on behalf of Client;

(ii) the alleged infringement is the result of a modification made by anyone other than Service Provider, or;

(iii) Client uses the Software Platform other than in accordance with this Agreement or any documentation delivered by Service Provider. This section states Service Provider's entire liability and Client's sole and exclusive remedy for claims relating to infringement.

Section 10.02 Client Indemnity for Service Provider. Client shall indemnify and defend Service Provider against any claims:

(a) resulting from the Client's use of the Licenses or the Services;

(b) resulting from the Authorized Users' use of the Licenses or the Services;

(c) that any Client Content (including, without limitation, content provided by Client or its Authorized Users for inclusion on the Web Interface,) infringes or violates any rights of third parties, including without limitation, rights of publicity, rights of privacy, intellectual property, trade secrets or licences, or;

(d) arising from or relating to Client's failure to comply with this Agreement, including, without limiting the generality of the foregoing, failure by the Client to comply with its obligations under PIPEDA or GDRP.

Section 10.03 Mutual Indemnity. Each party (“Indemnifying Party”) shall indemnify and hold the other party (“Indemnified Party”) harmless against any Third Party claim, including costs and reasonable attorney's fees, in which the Indemnified Party is named as a result of the gross negligence or intentional acts or failure to act by the Indemnifying Party, its employees or agents, while performing its obligations under this Agreement, which result in death, personal injury or tangible property damage. This indemnification obligation is contingent upon the Indemnified Party providing the Indemnifying Party with prompt written notice of such claim, information, all reasonable assistance in the defence of such action, and sole authority to defend or settle such claim.

Section 10.04 Survival. The terms of this Article 10 shall survive the termination this Agreement.

Article 11. LIMITATION OF LIABILITY

Section 11.01 EXCEPT FOR THE INDEMNIFICATION FOR THIRD PARTY CLAIMS PROVIDED IN ARTICLE 10, SERVICE PROVIDER'S MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THESE TERMS AND CONDITIONS, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT, CONTRACT OR OTHER FORM OF LIABILITY, SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT DURING THE TWO-YEAR PERIOD PRECEDING NOTICE TO SERVICE PROVIDER OF CLIENT'S LOSS. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST DATA, LOST PROFITS, OPPORTUNITIES OR CONTRIBUTIONS, LOSS OF USE, GOODWILL, BUSINESS INTERRUPTION, COST OF COVER, OR OTHER PECUNIARY OR NON-PECUNIARY LOSS, HOWEVER ARISING, EVEN IF SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SERVICE PROVIDER SHALL HAVE NO LIABILITY OR RESPONSIBILITY IN THE EVENT OF ANY LOSS OR INTERRUPTION IN SOFTWARE PLATFORM ACCESS DUE TO CAUSES BEYOND ITS REASONABLE CONTROL OR FORESEEABILITY, SUCH AS LOSS, INTERRUPTION OR FAILURE OF TELECOMMUNICATIONS OR DIGITAL TRANSMISSIONS AND LINKS, INTERNET SLOWDOWN OR FAILURES. THE PARTIES AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN.

Section 11.02 The terms of this Article 11 shall survive the termination of this Agreement.

Article 12. PRIVACY

Section 12.01 Privacy Roles and Responsibilities. As a result of this Agreement, Service Provider and the Client agree that they may from time to time collect and process the Personal Information of Authorized Users such that privacy considerations will arise. In the interest of delineating their roles and responsibilities, Service Provider and the Client Agree as follows:

(a) The Client agrees to determine the purposes and means of the processing of Personal Information, and;

(b) Service Provider agrees to process Personal Information on behalf of the Client.

Section 12.02 PIPEDA. Service Provider and the Client agree that they shall observe the requirements of the PIPEDA, and any successor legislation and any legislation of similar effect in the Province of Ontario, in the Country of Canada.

Section 12.03 GDPR. Service Provider and the Client agree that, if any Authorized Users are resident in the European Union or the Client otherwise intends to collect Personal Information from residents in the European Union, that they shall observe the requirements of the GDPR and any successor regulation.

Section 12.04 Processing of Personal Information. Service Provider shall only process the Personal Information it receives from the Client as necessary to give effect to the terms of this Agreement or as directed by the written instructions of the Client. For greater certainty, processing shall include the collecting, recording, organizing, structuring, storing, adapting or altering, retrieving, consulting, using, and disclosing or transmitting of Personal Information.

Section 12.05 Personal Information Security. Service Provider shall maintain security procedures and safeguards consistent with industry standards to protect the Personal Information of the Authorized Users.

Section 12.06 Right to be forgotten. Service Provider shall:

(a) Delete Personal within sixty (60) days following the termination of the Order Form Term, or;

(b) Anonymize the Personal Information of a specific Authorized User upon the written request of the Authorized User or the Client at any time.

Section 12.07 Consent to Gather Personal Information. The Client agrees that it will not gather Personal Information about its Authorized Users unless the Authorized User has been informed of the following and unambiguously consented to:

(a) The type of information that will be gathered;

(b) The reason the information is being gathered;

(c) The uses intended for the information, and;

(d) The duration that the information will be kept before deletion.

Section 12.08 Data Breach. In the event that the Client or Service Provider discovers a Breach of Security Safeguards, the discovering party shall inform the other party and the Commissioner forthwith.

Section 12.09 Data Portability. Upon request of the Client, Service Provider will produce in a machine readable format, a transcript of the Personal Information within Service Provider's control.

Section 12.10 Third Party Storage. From time to time and at its sole discretion, Service Provider may subcontract with a Third Party (an “Authorized Subcontractor”) for the storage and hosting of data which may include Personal Information. Before any Personal Information is transmitted to an Authorized Subcontractor, Service Provider will obtain contractual guarantees from the Authorized Subcontractor that appropriate safeguards to protect the Personal Information are in place and will be maintained for the duration of the term of the subcontract.

Section 12.11 The terms of this Article 12 shall survive the termination of this Agreement.

Article 13. MISCELLANEOUS

Section 13.01 Force Majeure. Except for Client's obligation to pay Service Provider, neither party shall be liable for any failure to perform its obligations under this Agreement if prevented from doing so by a cause or causes beyond its control, including without limitation, acts of God or public enemy, failure of suppliers to perform, fire, floods, storms, epidemic or quarantine restrictions, earthquakes, riots or civil commotion, strikes, war, restraints of government, freight or other embargoes, weather conditions or any failures by Service Provider's subcontractors or suppliers.

Section 13.02 Independent Contractor Status. Nothing in this Agreement is intended to construe the existence of a partnership, joint venture or agency relationship between Client and Service Provider.

Section 13.03 Notices. All notices or other communications referenced under this Agreement shall be made in writing and sent to “Attention: General Counsel” at Service Provider's address as set forth in the Order Form and to Client's address set forth in the Order Form, or to the address otherwise designated from time to time in writing by the Parties. All notices shall be deemed given to the other party if delivered receipt confirmed using one of the following methods: registered or certified first class mail, postage prepaid; recognized courier delivery; or electronic mail.

Section 13.04 Governing Law and Arbitration. The laws of the Province of Ontario and the laws of Canada applicable therein, excluding choice of law principles, shall govern this Agreement. Any disputes or claims under this Agreement or their breach shall be submitted to and resolved exclusively by arbitration conducted in accordance with the Arbitration Act, 1991, S.O. 1991, c. 17. Any decision in arbitration shall be final and binding upon the parties. Judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding the above, Service Provider may sue in any court for infringement of its proprietary or intellectual property rights.

Section 13.05 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of this Agreement.

Section 13.06 Time is of the Essence. Time will be of the essence hereof.

Section 13.07 Complete Agreement. This Agreement and any prior or subsequent Order Forms constitute the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter.

Section 13.08 Agreement in English. The parties hereto have required that this Agreement as well as any notice, document or proceedings relating hereto be written in English. Les parties aux présentes ont exigé que le présent contrat ainsi que tout autre avis, document ou procédure s'y rapportant soit rédigé en anglais.

Section 13.09 Assignment. Neither this agreement nor any rights, licences or obligations hereunder, may be assigned by either party without the prior written approval of the non-assigning party. Notwithstanding the foregoing, Service Provider may assign this agreement to a subsidiary or any acquirer of all or of substantially all of Service Provider's equity securities, assets or business relating to the subject matter of this agreement, except to a direct competitor of the Client.

Section 13.10 Remedies. Except as otherwise specifically stated herein, remedies shall be cumulative and there shall be no obligation to exercise a particular remedy. If any provision of this Agreement is held to be unenforceable, the other provisions shall nevertheless remain in full force and effect. The failure by either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach of this Agreement will not be deemed a waiver by that party as to the subsequent enforcement of rights or subsequent actions in the event of future breaches.