Recollective Software as a Service Subscription Agreement

This Software as a Service (SaaS) Subscription Agreement (this "Agreement") is incorporated by reference into the terms of each Order Form submitted to Recollective Inc., a corporation existing under the laws of Canada with its registered office at 100 Queen St, Suite 300, Ottawa, Ontario, Canada ("Recollective"). As used herein, you will be referred to as “Customer” and together, we are the “Parties.” This Agreement will be interpreted according to the definitions set out at Schedule “A.”

Article 1. Order Acceptance

Section 1.01 Offer and Acceptance.

Customer agrees that by submitting an Order Form to Recollective, it has made an offer to purchase and/or subscribe for all Services listed thereon pursuant to the terms of this Agreement. All offers must first be accepted by Recollective and, until an offer is accepted, Recollective is not bound to sell to or subscribe Customer for Services, grant any license or otherwise perform any obligation under this Agreement. Recollective may choose not to accept offers at its sole discretion and will only indicate its acceptance by confirmation email. Notwithstanding any language herein, acceptance by Recollective of Customer's Offer is a condition of all Recollective's obligations hereunder.

Article 2. Services

Section 2.01 Access and Use.

Subject to Customer's compliance with the terms and conditions of this Agreement, Recollective will grant Customer a non-exclusive, non-transferable (except in compliance with Section 16.09) right to access and use the Services during the Service Period, solely for use by Authorized Users. Recollective shall provide to Customer the Access Credentials upon the commencement of the Service Period subject to Section 3.01.

Section 2.02 Documentation Licence.

For the duration of the Service Period, Recollective grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 16.09) licence to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.

Section 2.03 Service and System Control.

Except as otherwise expressly provided in this Agreement, as between the Parties:

(a) Recollective has and will retain sole control over the operation, provision, maintenance, and management of the Recollective Materials; and

(b) Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Recollective Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any:

(i) information, instructions, or materials provided by any of them to the Services or Recollective;

(ii) results obtained from any use of the Services or Recollective Materials; and

(iii) conclusions, decisions, or actions based on such use.

Section 2.04 Reservation of Rights.

Nothing in this Agreement grants any right, title, or interest in or to (including any licence under) any Intellectual Property Rights in or relating to, the Services, Recollective Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Recollective Materials, and the Third-Party Materials are and will remain with Recollective and the respective rights holders in the Third-Party Materials.

Section 2.05 Changes.

Recollective reserves the right, in its sole discretion, to make any changes to the Services and Recollective Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Recollective's services to its customers, (ii) the competitive strength of or market for Recollective's services, or (iii) the cost efficiency or performance of the Services; or (b) to comply with applicable Law.

Section 2.06 Subcontractors.

Recollective may, from time to time, in its discretion engage third parties to perform Services (each, a "Subcontractor"). Recollective will: (a) remain primarily responsible for performance of its obligations under the Agreement; (b) be responsible and liable for the acts and omissions of each Subcontractor in the scope of its performing any Services to the same extent as if such acts or omissions were by Recollective or its employees; and (c) be responsible for all fees and expenses payable to any Subcontractor, including, if applicable, withholding of income taxes, and the payment and withholding of payroll taxes, unemployment insurance, workers' compensation insurance payments, employer health tax, and disability benefits.

Section 2.07 Suspension or Termination of Services.

Recollective may, directly or indirectly, and by use of a Recollective Disabling Device or any other lawful means, suspend, terminate, or otherwise deny access to, or use of, all or any part of the Services or Recollective Materials by Customer, any Authorized User or any other Person, without incurring any resulting obligation or liability, if: (a) Recollective receives a Governmental Order that expressly or by reasonable implication requires Recollective to do so; or (b) Recollective believes, in its sole discretion, that: (i) Customer or any Authorized User has failed to comply with, any term of this Agreement, accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the Specifications, (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities, or (iii) this Agreement expires or is terminated. Additionally, Recollective may suspend, terminate, or otherwise deny access to, or use of, all or any part of the Services or Recollective Materials by an Authorized User without incurring any resulting obligation or liability if such Authorized User has failed to comply with any provision of the Authorized User Terms. This Section 2.07 does not limit any of Recollective's other rights or remedies, whether at Law, in equity, or under this Agreement.

Article 3. Use Restrictions; Service Usage and Data Storage

Section 3.01 Use Restrictions.

Customer shall not, and shall not permit any other Person to, access or use the Services or Recollective Materials except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, and warrants that each Authorized User shall not, except as this Agreement expressly permits:

(a) copy, modify, or create derivative works or improvements of the Services or Recollective Materials;

(b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Recollective Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

(c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Recollective Materials, in whole or in part;

(d) bypass or breach any Recollective Disabling Device, security device, or protection used by the Services or Recollective Materials or access or use the Services or Recollective Materials other than by an Authorized User through the use of their own then-valid Access Credentials;

(e) input, upload, transmit, or otherwise provide to or through the Services or Recollective Systems any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;

(f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Recollective Systems, or Recollective's provision of services to any third party, in whole or in part;

(g) remove, delete, alter, or obscure any trademarks, Specifications, Documentation, Authorized User Terms, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Recollective Materials, including any copy thereof;

(h) access or use the Services or Recollective Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any IP Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Recollective customer), or that violates any applicable Law;

(i) access or use the Services or Recollective Materials for the purpose of posting, publishing or transmitting any text, graphic, video, audio recording or material that is defamatory, invades another Person's privacy, is obscene, pornographic or offensive (including material that promotes bigotry against any individual or group), is otherwise unlawful or gives rise to a risk of liability to Recollective;

(j) access or use the Services or Recollective Materials for the purpose of engaging in behaviour towards other users which constitutes stalking or harassing, harvesting or collecting Personal Information (including email addresses) or passwords, is otherwise unlawful or gives rise to a risk of liability to Recollective;

(k) access or use the Services or Recollective Materials for purposes of competitive analysis of the Services or Recollective Materials, the development, provision or use of a competing software service or product, or any other purpose that is to the Recollective's detriment or commercial disadvantage; or

(l) otherwise access or use the Services or Recollective Materials beyond the scope of the authorization granted under this Section 3.01.

Section 3.02 Authorized User Terms.

Customer acknowledges that every individual end user shall be required to enter into the Authorized User Terms before such individual end user may access or use the Services or Recollective Materials.

Section 3.03 Service Use and Data Storage.

The total number of Authorized Users will not exceed the number set forth in the Order Form, except as agreed to in writing by the Parties.

Article 4. Customer Obligations

Section 4.01 Customer Systems and Cooperation.

Customer shall at all times during the Term:

(a) set up, maintain, and operate in good repair and in accordance with the Specifications all Customer Systems on or through which the Services are accessed or used; and

(b) provide all cooperation and assistance as Recollective may reasonably request to enable Recollective to exercise its rights and perform its obligations under and in connection with this Agreement.

Section 4.02 Effect of Customer Failure or Delay.

Recollective is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement (each, a "Customer Failure").

Section 4.03 Corrective Action and Notice.

If Customer becomes aware of any actual or threatened activity prohibited by Section 3.01, Customer shall immediately: (a) take all reasonable and lawful measures within its respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Recollective Materials); and (b) notify Recollective of any such actual or threatened activity.

Article 5. Service Levels and Credits

Section 5.01 Service Levels.

Subject to the terms and conditions of this Agreement:

(a) Recollective will use commercially reasonable efforts to make the Services Available 100% of the time during the Service Period, excluding unavailability as a result of any of the Exceptions described below in this Section 5.01 (the "Availability Requirement"). "Service Level Failure" means a material failure of the Services to meet the Availability Requirement. "Available" means the Services are available for access and use by Customer and its Authorized Users over the Internet and operating in material accordance with the Specifications.

(b) For purposes of calculating the Availability Requirement, the following are "Exceptions" to the Availability Requirement, and neither the Services will be considered un-Available nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Customer or its Authorized Users to access or use the Services that is due, in whole or in part, to any:

(i) act or omission by Customer or any Authorized User/access to or use of the Services by Customer or any Authorized User, or using Customer's or an Authorized User's Access Credentials, that does not strictly comply with this Agreement and the Specifications;

(ii) Customer Failure;

(iii) Internet connectivity of Customer or its Authorized User;

(iv) Force Majeure Event;

(v) failure, interruption, outage or other problem with any software, hardware, system, network, facility, or other matter not supplied by Recollective under this Agreement;

(vi) Scheduled Downtime; or

(vii) disabling, suspension, or termination of the Services under Section 2.07.

Section 5.02 Service Level Failures and Remedies.

In the event of a Service Level Failure, Recollective shall issue a credit to Customer in the form of an extension of the Service Period by one day for each day on which there was a Service Level Failure (each, a "Service Credit"), subject to the following:

(a) Recollective has no obligation to issue any Service Credit unless (i) Customer reports the Service Level Failure immediately on becoming aware of it to Recollective's helpdesk at <helpdesk@recollective.com>; and (ii) requests such Service Credit in writing within 10 days of the Service Level Failure and in any event, prior to the expiration of the Service Period; and

(b) in no event will an aggregate of all Service Credits for any Service Period exceed the duration of the Service Period as it would have run if no Service Level Failure had occurred.

This Section 5.02 sets forth Recollective's sole obligation and liability, and Customer's sole remedy, for any Service Level Failure.

Section 5.03 Service Support.

The Services include Recollective's standard customer support services (the "Support Services") in accordance with the Recollective service support schedule set out on the Order Form.

Article 6. Privacy and Security.

Section 6.01 Privacy.

The Parties agree to Recollective's personal information processing terms / data processing addendum, a current copy of which is available at https://recollective.com/dpa (the “DPA”), including the allocation of roles and responsibilities between them.

Section 6.02 Information Security Obligations.

Recollective will employ security measures in accordance with applicable Law, and Recollective's security policy as amended from time to time, a current copy of which is available at https://recollective.com/resources/recollective-security-privacy-overview (the "Security Policy").

Section 6.03 Customer Control and Responsibility.

Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer Systems; (d) the security and use of Access Credentials of Customer and its Authorized Users; and (e) all access to and use of the Services and Recollective Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users' Access Credentials, with or without Customer's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

Section 6.04 Access and Security.

Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to, or use of, the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Services.

Article 7. Data Backup

Section 7.01 Data Backup.

The Recollective Systems are programmed to perform routine data backups as set out in Recollective's Security Policy. In the event of any loss, alteration, destruction, damage, or corruption of Customer Data caused by the Recollective Systems or Services, Recollective will, as its sole obligation and liability and as Customer's sole remedy, use commercially reasonable efforts to restore the Customer Data from Recollective's then most current backup of such Customer Data in accordance with the then current Security Policy.

Article 8. Fees and Payment.

Section 8.01 Fees.

Customer shall pay Recollective the fees set forth in the Order Form (the "Fees") in accordance with this Article 8.

Section 8.02 Taxes.

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all HST, goods and services tax, provincial sales tax, service, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, or territorial governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Recollective's income.

Section 8.03 Payment.

Customer shall pay all Fees 30 days after the date of the invoice therefor. Customer located in Canada shall make all payments hereunder in Canadian dollars and Customers located outside of Canada shall make all payments hereunder in United States dollars unless otherwise specified in the Order Form. Customer shall make payments to the address or account specified in the Order Form or such other address or account as Recollective may specify in writing from time to time.

Section 8.04 Late Payment.

If Customer fails to make any payment when due, then, in addition to all other remedies that may be available:

(a) Recollective may charge interest on the past due amount at the rate of 12% per annum calculated and compounded monthly;

(b) Customer shall reimburse Recollective for all costs incurred by Recollective in collecting any late payments or interest, including legal fees on a substantial indemnity, court costs, and collection agency fees; and

(c) if such failure continues for 30 days following written notice thereof, Recollective may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension.

Section 8.05 No Refunds, Deductions or Set-Offs.

All amounts payable to Recollective under this Agreement shall be paid by Customer to Recollective in full without any set-off, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable Law). Notwithstanding anything in this Agreement, including Section 11.03(f) or Section 13.04(c), where termination of this Agreement is effective following the date research participants are granted access to the Service, no amount paid to Recollective shall be refundable.

Article 9. Intellectual Property Rights.

Section 9.01 Recollective Materials.

All right, title, and interest in and to the Recollective Materials, including all IP Rights therein, are and will remain with Recollective and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all IP Rights, in and to the Third-Party Materials. Customer acknowledges and agrees that it has no right, licence, or authorization with respect to any of the Recollective Materials or Third-Party Materials (including any IP Rights therein) except as expressly set forth in Section 2.01 or the applicable third-party licence, in each case subject to Section 3.01. All other rights in and to the Recollective Materials and Third-Party Materials are expressly reserved by Recollective and the respective third-party licensors. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to Recollective an assignment of all right, title, and interest in and to the Resultant Data, including all IP Rights relating thereto.

Section 9.02 Customer Data.

As between Customer and Recollective, Customer is and will remain the sole and exclusive owner of all right, title and interest in and to all Customer Data, including all IP Rights relating thereto, subject to the rights and permissions granted in Section 9.03.

Section 9.03 Consent to Use Customer Data.

Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to Recollective, its Subcontractors, and the Recollective Personnel to enforce this Agreement and exercise Recollective's, its Subcontractors', and the Recollective Personnel's rights and perform Recollective's, its Subcontractors', and the Recollective Personnel's obligations hereunder.

Article 10. Confidentiality.

Section 10.01 Confidential Information.

In connection with this Agreement each Party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party"). Subject to Section 10.02, "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of, or relating to, the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as "confidential". Without limiting the foregoing, the terms of this Agreement are the Confidential Information of Recollective.

Section 10.02 Exclusions.

Confidential Information does not include information that:

(a) was rightfully known to the Receiving Party without restriction on use or disclosure before such information's being disclosed or made available to the Receiving Party in connection with this Agreement;

(b) was or becomes generally known by the public other than by non-compliance with this Agreement by the Receiving Party or any of its Representatives;

(c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or

(d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

Section 10.03 Protection of Confidential Information.

As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

(a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;

(b) except as may be permitted by and subject to its compliance with Section 10.04, not disclose or permit access to Confidential Information other than to its Representatives who need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement;

(c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and

(d) ensure its Representatives' compliance with, and be responsible and liable for, any of its Representatives' non-compliance with, the terms of this Article 10.

Section 10.04 Compelled Disclosures.

(a) If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information, then, to the extent permitted by applicable Law, the Receiving Party shall:

(i) To the degree permitted by applicable Law, promptly notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 10.03; and

(ii) provide commercially reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking an injunction, a protective order, or other limitations on disclosure.

(b) If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 10.04, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.

Article 11. Term and Termination.

Section 11.01 Term.

The term of this Agreement commences as of the Effective Date and, unless terminated earlier under any of this Agreement's express provisions, will continue in effect until the expiration of the Service Period (the “Term”).

Section 11.02 Termination.

In addition to any other express termination right set forth elsewhere in this Agreement:

(a) Recollective may terminate this Agreement, effective on written notice to Customer, if Customer:

(i) fails to pay any amount when due hereunder, and such failure continues more than 30 days after Recollective's delivery of written notice thereof; or

(ii) breaches any of its obligations under Section 3.01 or Article 10.

(b) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach:

(i) is incapable of cure; or

(ii) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; and

(c) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party:

(i) fails to pay its debts generally as they become due or otherwise acknowledges its insolvency;

(ii) ceases to carry on business in the ordinary course;

(iii) makes a general assignment for the benefit of its creditors;

(iv) has issued against it a bankruptcy order or otherwise becomes subject to any involuntary proceeding under any domestic or foreign bankruptcy law;

(v) commences or institutes any application, proceeding, or other action under any Law relating to bankruptcy, insolvency, winding-up, reorganization, administration, plan of arrangement, relief or protection of debtors, compromise of debts, or similar Laws, seeking: (A) to have an order for relief entered with respect to it; (B) to adjudicate it as bankrupt or insolvent; (C) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, compromise, arrangement, stay of proceedings of creditors generally, or other relief with respect to it or its assets or debts; or (D) appointment of a receiver, interim receiver, receiver and manager, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets.

Section 11.03 Effect of Termination or Expiration.

Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:

(a) all rights, licences, consents, and authorizations granted by either Party to the other hereunder will immediately terminate;

(b) Recollective shall immediately cease all use of any Customer Data or Customer's Confidential Information and:

(i) within 60 days, destroy all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer's Confidential Information; and

(ii) permanently erase all Customer Data and Customer's Confidential Information from the Recollective Systems pursuant to the terms of the DPA;

(c) Customer shall immediately cease all use of any Services or Recollective Materials and:

(i) promptly return to Recollective, or at Recollective's request destroy, all documents and tangible materials containing, reflecting, incorporating. or based on any of Recollective's Confidential Information; and

(ii) permanently erase all of Recollective's Confidential Information from all computer systems that Customer directly or indirectly controls.

(d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control:

(i) the Receiving Party may retain the Disclosing Party's Confidential Information in its then current state and solely to the extent and for so long as required by applicable Law;

(ii) Recollective may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law or if instructed to do so by Customer for so long as Customer may specify;

(iii) Customer may retain Recollective Materials in its then current state and solely to the extent and for so long as required by applicable Law;

(iv) Recollective may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and

(v) all information and materials described in this Section 11.03(d) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement;

(e) Recollective may disable all Customer and Authorized User access to the Services and Recollective Materials;

(f) if Customer terminates this Agreement under Section 11.02(b), Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and Recollective will refund to Customer Fees paid in advance for Services that Recollective has not performed attributable to the period after the effective date of such termination, subject to Section 8.05.

(g) if Recollective terminates this Agreement under Section 11.02(a) or Section 11.02(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously accrued, but not yet paid Fees on receipt of Recollective's invoice therefor; and

(h) subject to Section 11.03(d), Recollective may, and at the Customer's written request shall, for 60 days following such expiration or termination, grant Customer limited access to the Services for the purpose only of downloading the Customer Data maintained by Recollective, provided that Customer has at that time paid all Fees then outstanding and any amounts payable after or as a result of such expiration or termination.

Section 11.04 Survival.

The rights and obligations of the parties set forth in this Section 11.04, and Section 3.01 (Use Restrictions), Article 10 (Confidentiality) Section 11.04 (Effect of Termination or Expiration), Article 12 (Representations and Warranties), Article 13 (Indemnification), Article 14 (Limitation of Liability), and Article 16 (Miscellaneous), and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

Article 12. Representations and Warranties.

Section 12.01 Mutual Representations and Warranties.

Each Party represents and warrants to the other Party that:

(a) the execution of this Agreement by its Representative whose signature is set forth at the end hereof has been duly authorized by all necessary action; and

(b) when executed and delivered by each of the Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

Section 12.02 Additional Recollective Representations, Warranties, and Covenants.

Recollective is a corporation incorporated and validly existing under the laws of Canada. Recollective has all required corporate power and capacity to enter into this Agreement, to grant the rights and licences granted under this Agreement and to perform its obligations under this Agreement. Recollective represents, warrants, and covenants to Customer that it will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with commercially reasonable industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement.

Section 12.03 Additional Customer Representations, Warranties, and Covenants.

If Customer indicates that it is a corporation (and in any event if Customer submits an Order Form under a name in which “Limited,” “Incorporated” or “Corporation” or any abbreviation thereof is used), Customer represents that it is a corporation incorporated and validly existing in the jurisdiction of its incorporation and that it has all required corporate power and capacity to enter into this Agreement, to grant the rights and licences granted under this Agreement and to perform its obligations under this Agreement. Customer represents, warrants, and covenants to Recollective that Customer owns or otherwise has, and will have, the necessary rights and consents in and relating to the Customer Data so that, as received by Recollective and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any IP Rights, or any privacy or other rights of any third party or violate any applicable Law.

Section 12.04 DISCLAIMER OF CONDITIONS AND WARRANTIES.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN Section 12.01 AND Section 12.02, ALL SERVICES AND RECOLLECTIVE MATERIALS ARE PROVIDED "AS IS" AND RECOLLECTIVE HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, AND RECOLLECTIVE SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, RECOLLECTIVE MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE SERVICES OR RECOLLECTIVE MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL (a) MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS; (b) OPERATE WITHOUT INTERRUPTION; (c) ACHIEVE ANY INTENDED RESULT; (d) BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES; OR (e) BE SECURE, UP-TO-DATE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

Article 13. Indemnification.

Section 13.01 Recollective Indemnification.

Recollective shall indemnify, defend, and hold harmless Customer and Customer's officers, directors, employees, agents, permitted successors, and permitted assigns (each, a "Customer Indemnitee") from and against any and all Losses incurred by Customer arising out of or relating to any Action by a third party (other than an Affiliate of Customer Indemnitee) to the extent that such Losses arise from any allegation in such Action that Customer's use of the Services (excluding Customer Data and Third-Party Materials) in compliance with this Agreement (including the Specifications) infringes an IP Right protected in Canada. The foregoing obligation does not apply to any Action or Losses arising out of or relating to any:

(a) access to, or use of, the Services or Recollective Materials in combination with any hardware, system, software, network, or other materials or service not provided or authorized in the Specifications or otherwise in writing by Recollective;

(b) modification of the Services or Recollective Materials other than: (i) by or on behalf of Recollective; or (ii) with Recollective's written approval in accordance with Recollective's written specification; or

(c) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Recollective.

Section 13.02 Customer Indemnification.

Customer shall indemnify, defend, and hold harmless Recollective and its Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and permitted assigns (each, a "Recollective Indemnitee") from and against any and all Losses incurred by such Recollective Indemnitee that arise out of or relate to any:

(a) Customer Data, including any Processing of Customer Data by or on behalf of Recollective in accordance with this Agreement;

(b) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any Authorized User, including Recollective's compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by Recollective;

(c) allegation of facts that, if true, would constitute Customer's breach of any of its representations, warranties, covenants, or obligations under this Agreement or an Authorized User's breach of any of its representations, warranties, covenants, or obligations under the Authorized User Terms; or

(d) negligence or more culpable act or omission (including recklessness or wilful misconduct) by Customer, any Authorized User or any third party on behalf of Customer or any Authorized User, in connection with this Agreement.

Section 13.03 Indemnification Procedure.

Each Party shall promptly notify the other Party in writing of any Action or Loss for which such Party believes it is entitled to be indemnified under Section 13.01 or Section 13.02, as the case may be. The Party seeking indemnification (the "Indemnitee") shall cooperate with the other Party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall immediately take control of the defence and investigation of such Action and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this Section 13.03 will not relieve the Indemnitor of its obligations under this Article 13 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

Section 13.04 Mitigation.

If any of the Services or Recollective Materials are, or in Recollective's opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party IP Right, or if Customer's or any Authorized User's use of the Services or Recollective Materials is enjoined or threatened to be enjoined, Recollective may, at its option and sole cost and expense:

(a) obtain the right for Customer to continue to use the Services and Recollective Materials materially as contemplated by this Agreement;

(b) modify or replace the Services and Recollective Materials, in whole or in part, to seek to make the Services and Recollective Materials (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services and Recollective Materials, as applicable, under this Agreement; or

(c) by written notice to Customer, terminate this Agreement with respect to all or part of the Services and Recollective Materials, and require Customer to immediately cease any use of the Services and Recollective Materials or any specified part or feature thereof, provided that Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and Recollective will refund to Customer Fees paid in advance for Services that Recollective has not performed attributable to the period after the effective date of such termination subject to Section 8.05.

THIS ARTICLE 13 SETS FORTH CUSTOMER'S SOLE REMEDIES AND RECOLLECTIVE'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SERVICES AND RECOLLECTIVE MATERIALS) INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY THIRD PARTY IP RIGHT.

Article 14. Limitations of Liability.

Section 14.01 EXCLUSION OF DAMAGES.

IN NO EVENT WILL RECOLLECTIVE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE, OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA; (d) BREACH OF DATA OR SYSTEM SECURITY; OR (e) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

Section 14.02 CAP ON MONETARY LIABILITY.

IN NO EVENT WILL THE AGGREGATE LIABILITY OF RECOLLECTIVE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE FEES PAID BY CUSTOMER TO RECOLLECTIVE DURING THE ONE-YEAR PERIOD PRECEDING NOTICE TO RECOLLECTIVE BY CUSTOMER OF THE CUSTOMER'S LOSS. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

Article 15. Force Majeure.

Section 15.01 No Breach or Default.

In no event will Recollective be liable or responsible to Customer, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond Recollective's reasonable control, including, without limitation:

(a) acts of God;

(b) flood, fire, earthquake, tsunami, or explosion;

(c) epidemics or pandemics;

(d) war, terrorism, invasion, riot, or other civil unrest;

(e) actions, embargoes, or blockades in effect on or after the date of this Agreement;

(f) national or regional emergency;

(g) strikes, labour stoppages or slowdowns, or other industrial disturbances;

(h) passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition, or any complete or partial government shutdown;

(i) national or regional shortage of adequate power or telecommunications or transportation facilities; or

(j) any other event that is beyond the reasonable control of such Party (each of the foregoing, a "Force Majeure Event").

Section 15.02 Force Majeure Obligations.

If Recollective's performance is affected by a Force Majeure Event, Recollective shall give notice to Customer, stating the period of time the occurrence is expected to continue and shall use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

Article 16. Miscellaneous.

Section 16.01 Further Assurances.

Each Party shall, upon the reasonable request, and at the sole cost and expense, of the other Party, execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.

Section 16.02 Relationship of the Parties.

The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

Section 16.03 Public Announcements.

Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement, or otherwise use the other Party's trademarks, trade dress, brand names, logos, corporate names, and domain names, or other similar designations of source, sponsorship, association, or origin, in each case, without the prior written consent of the other Party, provided that Recollective may, without Customer's consent, include Customer's name and/or other indicia in its lists of Recollective's current or former customers of Recollective in promotional and marketing materials.

Section 16.04 Notices.

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email (in either case, with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the fifth day after the date mailed, by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses indicated below (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 16.04).

If to Recollective: 100 Queen St Suite 300, Ottawa, ON K1P 1J9
Email: compliance@recollective.com
Attention: Chief Operations Officer

If to Customer, to the address set forth in the Order Form.

Section 16.05 Interpretation.

For purposes of this Agreement: (a) the words "include", "includes", and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein", "hereof", "hereby", "hereto", and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, appendices, and other instruments incorporated by reference referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. Unless otherwise stated, all dollar amounts referred to in this Agreement are stated in Canadian currency.

Section 16.06 Headings.

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 16.07 Electronic Signatures and Electronic Delivery.

Each party agrees that the electronic signatures, whether digital or encrypted, of the parties affixed to the Order Form are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. Delivery of an executed copy of the Order Form by facsimile or electronic transmission constitutes valid and effective delivery.

Section 16.08 Entire Agreement.

This Agreement, inclusive of the Order Form, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency or conflict between the terms and provisions of this Agreement and those of any exhibits, schedules, attachments, or appendices and any other documents incorporated herein by reference the following order of precedence shall govern: (a) first, the DPA; (b) second, the Order Form; (c) third, this Agreement, its exhibits, schedules, attachments, and appendices; (c) fourth, the exhibits, schedules, attachments, appendices, and other instruments incorporated by reference referred to herein.

Section 16.09 Assignment.

Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of Law, or otherwise, without Recollective's prior written consent, which consent Recollective may give or withhold in its sole discretion. No delegation or other transfer will relieve Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 16.09 is void.

Section 16.10 Successors and Assigns.

This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective permitted successors and permitted assigns.

Section 16.11 No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the Parties and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Section 16.12 Amendments and Modifications.

Unless otherwise stated, this Agreement and the Schedules hereto may only be amended, modified, or supplemented by an agreement in writing signed by an authorized representative of each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Section 16.13 Waiver.

No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Section 16.14 Severability.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Section 16.15 Governing Law.

This Agreement and all exhibits and schedules attached hereto and all matters arising out of or relating to this Agreement are governed by and construed in accordance with the Laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.

Section 16.16 Choice of Forum.

Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Service of process, summons, notice, or other document by mail to such Party's address set forth herein shall be effective service of process for any suit, action, litigation or other proceeding brought in any such court. Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

Section 16.17 Equitable Relief.

Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Article 10 (Confidentiality) or, in the case of Customer, Section 3.01 (Use Restrictions), Section 4.03 (Corrective Action and Notice), or Section 6.03 (Customer Control and Responsibility) would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

Section 16.18 Language.

The Parties have specifically required that this Agreement and all related documents, including notices and other communications, be drafted in the English language only. Les Parties ont spécifiquement exigé que la présente convention ainsi que tous les documents qui s'y rattachent, incluant les avis et les autres communications, soient rédigés en langue anglaise seulement.

Section 16.19 Counterparts.

The Order Form may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

Schedule A

(a) "Access Credentials" means any user name, identification number, password, licence or security key, security token, personal identification number (PIN) or other security code, method, technology, or device used alone or in combination, to verify an individual's identity and authorization to access and use the Services.

(b) "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, investigative, regulatory, or other, whether at Law, in equity, or otherwise.

(c) "Affiliate" of a Person means any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the first Person.

(d) "Agreement" has the meaning set forth in the preamble.

(e) "Authorized User Terms" means the end user terms set forth at Schedule B.

(f) "Authorized Users" means Customer's employees, research participants, consultants, contractors, and agents (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (b) for whom access to the Services has been purchased hereunder.

(g) "Availability Requirement" has the meaning set forth in Section 5.01(a).

(h) "Available" has the meaning set forth in Section 5.01(a).

(i) "Business Day" means any day other than a Saturday, Sunday or any other day on which banks located in the City of Ottawa, Ontario, Canada are authorized or required by Law to be closed for business.

(j) "Confidential Information" has the meaning set forth in Section 10.01.

(k) "Control" (and the terms "Controlled by" and "under common Control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(l) "Customer Data" means information, data, and other content, in any form or medium, that is collected, uploaded, or otherwise received, directly or indirectly, from Customer or an Authorized User by or through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.

(m) "Customer Failure" has the meaning set forth in Section 4.02.

(n) "Customer Indemnitee" has the meaning set forth in Section 13.01.

(o) "Customer Systems" means Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services.

(p) "Customer" has the meaning set forth in the preamble.

(q) "Disclosing Party" has the meaning set forth in Section 10.01.

(r) "Documentation" means any manuals, instructions or other documents or materials that Recollective provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the Services or Recollective Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

(s) "Effective Date" means the date Recollective accepts an Order Form submitted by Customer in accordance with Section 1.01.

(t) "Exceptions" has the meaning set forth in Section 5.01(b).

(u) "Fees" has the meaning set forth in Section 8.01.

(v) "Force Majeure Event" has the meaning set forth in Section 15.01.

(w) "Governmental Authority" means any federal, provincial, territorial, municipal, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations, or orders of such organization or authority have the force of Law), or any arbitrator, court, or tribunal of competent jurisdiction.

(x) "Governmental Order" means any order, writ, judgment, injunction, decree, stipulation, award, or determination entered by or with any Governmental Authority.

(y) "Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, trojan horse, worm, backdoor, malware, or other malicious computer code, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any: (i) computer, software, firmware, hardware, system, or network; or (ii) application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Services or Recollective Systems as intended by this Agreement. Harmful Code does not include any Recollective Disabling Device.

(z) "HST Act" means Part IX of the Excise Tax Act (Canada).

(aa) "HST" means harmonized sales tax imposed under the HST Act.

(bb) "Indemnitee" has the meaning set forth in Section 13.03.

(cc) "Indemnitor" has the meaning set forth in Section 13.03.

(dd) "IP Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights Laws, and all similar or equivalent rights or forms of protection in any part of the world.

(ee) "Law" means any statute, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order, or other requirement or rule of law of any Governmental Authority.

(ff) "Losses" mean all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees, disbursements, and charges, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

(gg) "Person" means an individual, corporation, partnership, unlimited liability company, Governmental Authority, unincorporated organization, trust, association, or any other entity.

(hh) "Personal Information" means any information provided to Recollective, either directly or indirectly, including via upload to the Services by Authorized Users, that relates to an individual person and identifies or can be used to identify, locate, or contact that individual alone or when combined with other personal or identifying information that is or can be associated with that specific individual, including, but not limited to (a) first and last name; (b) home or other physical address, including street name and name of city or town and/or province or territory; (c) email address or other online information, such as a user name and password; (d) telephone number; (e) government-issued identification or other number; (f) financial or payment card account number; (g) date of birth; or (h) health information, and (i) any information that is combined with any of (a) through (h) above.

(ii) "Process" means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy, and "Processing" and "Processed" have correlative meanings.

(jj) "Receiving Party" has the meaning set forth in Section 10.01.

(kk) "Recollective Disabling Device" means any software, hardware or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by Recollective or its designee to disable Customer's or any Authorized User's access to or use of the Services automatically with the passage of time or under the positive control of Recollective or its designee.

(ll) "Recollective Indemnitee" has the meaning set forth in Section 13.02.

(mm) "Recollective Materials" means the Services, Specifications, Documentation and Recollective Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software, and other technologies, and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Recollective or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Recollective Systems. For the avoidance of doubt, Recollective Materials include Resultant Data and any information, data, or other content derived from Recollective's monitoring of Customer's access to or use of the Services, but do not include Customer Data.

(nn) "Recollective Personnel" means all individuals involved in the performance of Services as employees, agents, or independent contractors of Recollective or any Subcontractor.

(oo) "Recollective Systems" means the information technology infrastructure used by or on behalf of Recollective in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Recollective or through the use of third-party services.

(pp) "Recollective" has the meaning set forth in the preamble.

(qq) "Representatives" means, with respect to a Party, that Party's and its Affiliates' respective employees, officers, directors, consultants, agents, independent contractors, subcontractors, service providers, sublicensees, and legal advisors.

(rr) "Resultant Data" means data and information related to Customer's use of the Services that is used by Recollective in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

(ss) "Scheduled Downtime" means a scheduled period when Services, or part of Services, are unavailable as a result of routine maintenance with prior 48 hour notice to Customer.

(tt) "Security Policy" has the meaning set forth in Section 6.02.

(uu) "Service Credit" has the meaning set forth in Section 5.02.

(vv) "Service Level Failure" has the meaning set forth in Section 5.01(a).

(ww) "Service Period" means the period beginning on the Admin Access Start Date and ending on the Admin Access End Date.

(xx) "Services" means the software-as-a-service offering described in the Order Form and, to the extent consistent with the foregoing, the Specifications.

(yy) "Specifications" means the specifications for the Services then in effect, a current copy of which is available at https://helpdesk.recollective.com (or a successor website address).

(zz) "Subcontractor" has the meaning set forth in Section 2.06.

(aaa) "Support Services" has the meaning set forth in Section 5.03.

(bbb) "Taxes" means any commodity tax, including sales, use, excise, value-added, goods and services tax, HST, provincial sales tax, consumption, or other similar tax, including penalties and interest, imposed, levied, or assessed by any Governmental Authority.

(ccc) "Term" has the meaning set forth in Section 11.01.

(ddd) "Third-Party Materials" means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Recollective.

(eee) “Admin Access End Date” means the date 28 days from the date research participant access ends or such other date as the Parties may agree in writing.

(fff) “Admin Access Start Date” has the meaning set forth in the Order Form.

(ggg) “DPA” has the meaning set forth in Section 6.01.

(hhh) “Order Form” means Recollective's style of sales order form.

Definitions
Schedule B
Form of Authorized User Terms

Authorized User Terms

These authorized user terms ("Authorized User Terms") govern your access and use of the Recollective online qualitative research platform (the "Community"), including the underlying software (the “Software”).

BY CLICKING THE "I ACCEPT" BUTTON YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED BY THE ENTITY WHO GAVE YOU ACCESS CREDENTIALS (THE “PATRON”) TO ACCESS AND USE THE COMMUNITY; AND (ii) ACCEPT THESE AUTHORIZED USER TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE AUTHORIZED USER TERMS, DO NOT CLICK THE "I ACCEPT" BUTTON AND YOU WILL HAVE NO LICENCE TO, AND MUST NOT ACCESS OR USE, THE COMMUNITY.

Article 1. Licence Grant.

Subject to your strict compliance with these Authorized User Terms, Recollective hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited licence to access and use the Community for the purpose of advancing Patron's research undertaking. The foregoing licence will terminate immediately on the earlier to occur of:

(a) the expiration or earlier termination of the agreement between Recollective and Patron; or

(b) your ceasing to be authorized by Recollective to use the Community for any or no reason.

Article 2. Eligibility.

You represent and warrant that you are not less than sixteen (16) years of age, or such older minimum age as may be required to agree to these Authorized User Terms and consent to the collection of Personal Information as defined in the personal information consent on which you clicked “I accept” during your registration process (the “Personal Information Consent”), in the jurisdiction in which you reside, and are capable of entering into legally binding contracts under the law applicable to you. As a condition of accessing the Community, you agree to input when requested, and maintain, accurate, current and complete information, and you agree to keep your access credentials secure and confidential. You agree that you will be responsible for all actions performed under your access credentials and that actions performed under your access credentials will be presumptively deemed to be your actions personally.

Article 3. Use Restrictions.

You shall not, directly or indirectly:

(a) use the Community except as set forth in Section 1;

(b) copy, modify, or create derivative works or improvements of the Software;

(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Community to any Person;

(d) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part;

(e) bypass or breach any security device or protection used by the Community or access or use the Community other than by your own then-valid access credentials;

(f) input, upload, transmit, or otherwise provide to or through the Community any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code;

(g) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Community, or Recollective's provision of services to any third party, in whole or in part;

(h) remove, delete, alter, or obscure any trademarks, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Community;

(i) access or use the Community in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Recollective customer), or that violates any applicable law;

(j) access or use the Community for the purpose of posting, publishing or transmitting any text, graphic, video, audio recording or material that is defamatory, invades another person's privacy, is obscene, pornographic or offensive (including material that promotes bigotry against any individual or group), is otherwise unlawful or gives rise to a risk of liability to Recollective;

(k) access or use the Community for the purpose of engaging in behaviour towards other users which constitutes stalking or harassing, harvesting or collecting personal information (including email addresses) or passwords, is otherwise unlawful or gives rise to a risk of liability to Recollective; or

(l) access or use the Community for purposes of competitive analysis of the Community, the development, provision or use of a competing software service or product, or any other purpose that is to the Recollective's detriment or commercial disadvantage.

Article 4. Privacy

You acknowledge having read, understood, and consented to the collection, use, disclosure and retention of your Personal Information as set forth in the Personal Information Consent. You agree that such collection, use, disclosure and retention is reasonable, and you agree to submit privacy concerns or complaints to the privacy officer / data protection officer at the address set forth in the Personal Information Consent and to allow such privacy officer / data protection officer a reasonable period of time (and in no event, fewer than 14 days) to resolve such concern or complaint prior to commencing any action or formal complaint against Recollective or Patron.

Article 5. Compliance Measures.

The Community may contain technological copy protection or other security features designed to prevent unauthorized use of the Community, including features to protect against use of the Community:

(a) beyond the scope of the licence granted to under Section 1;

(b) prohibited under Section 2.

You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

Article 6. Collection and Use of Information.

(a) Recollective may, directly or indirectly through the services of others, collect and store information regarding use of the Community and about equipment through which it otherwise is accessed and used.

(b) You agree that the Recollective may use such information for any purpose related to any use of the Community by you, including but not limited to: (i) improving the performance of the Community or developing updates; and (ii) verifying compliance with the terms of this Agreement and enforcing Recollective's rights, including all intellectual property rights in and to the Community.

Article 7. Intellectual Property Rights.

(a) You acknowledge that you do not acquire any ownership interest in the Community under this Agreement, or any other rights to the Community other than to use the Community in accordance with the licence granted under this Agreement, subject to all terms, conditions, and restrictions. Recollective and shall retain its entire right, title, and interest in and to the Community and all intellectual property rights arising out of or relating to the Community, subject to the licence expressly granted to the Patron in this Agreement.

(b) You irrevocably assign to Patron all your right, title and interest in all content, whether textual, graphic, video or audio recording, or any other form of media, you upload to the Community, including moral rights. You represent and warrant that you are the owner, free and clear of all encumbrances, of the intellectual property rights in all content you upload to the Community. You agree to take such action and make such deliveries as may be reasonably required to give effect to the foregoing. The Patron is a third-party beneficiary of this Article 7(b) and is entitled to the full benefit of this assignment.

Article 8. Disclaimer.

THE COMMUNITY IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RECOLLECTIVE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

Article 9. Limitation of Liability.

IN NO EVENT WILL RECOLLECTIVE OR ITS SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE COMMUNITY, ACTS AND OMISSIONS OF OTHER AUTHORIZED USERS, OR ACTS AND OMISSIONS OF THE PATRON. YOU ARE PROVIDED ACCESS TO THE COMMUNITY UNDER THE AGREEMENT BETWEEN RECOLLECTIVE AND PATRON, SOLELY FOR THE BENEFIT OF PATRON AND AT PATRON'S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY RECOLLECTIVE OR ITS SERVICE PROVIDERS MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE COMMUNITY SHALL BE SOLELY TO PATRON UNDER THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

Article 10. Severability.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Article 11. Governing Law.

These Authorized User Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.