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Legal
Terms and Conditions
Last Update: May 15, 2024
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This Agreement was last updated on May 15, 2024.

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This LexSelect Terms and Conditions (together with any Order Forms, any attachments, exhibits, and/or amendments hereto, as amended from time to time, collectively the “Agreement”), form an agreement between the customer (such customer, the “Customer”) accessing, downloading, installing or otherwise using (the terms “use” and “using” will refer to any of the foregoing) the LexSelect SaaS Services (as defined below) and LexSelect Technologies Inc. (“LexSelect”), the supplier of the LexSelect SaaS Services and is entered into on the earlier of the date Customer first uses any part of the LexSelect SaaS Services and the date Customer agrees to be bound by this Agreement (the “Effective Date”). This Agreement includes any current or future Order Forms (all as defined below in Section 1), and all such documents are incorporated by this reference. LexSelect and Customer will be referred to together as the “Parties” and each a “Party”.

This Agreement sets forth the terms and conditions that govern the provision and use of the LexSelect SaaS Services.

BY USING THE LEXSELECT SAAS SERVICES (INCLUDING THE WEBSITE, AS DEFINED BELOW), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 14(k). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE LEXSELECT SAAS SERVICES. CUSTOMER REPRESENTS AND WARRANTS TO LEXSELECT THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE LEXSELECT SAAS SERVICES ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO LEXSELECT THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

Terms and Conditions

1. Definitions

Capitalized terms used in this Agreement have the meaning ascribed to them in the preamble or in this Section 1 as follows:‍

(a)“Administrator User Account” means the administrator account for use by the Administrator User.

(b)“Administrator Users” means those employees of Customer that are authorized by Customer to access and use the LexSelect SaaS Services on Customer’s behalf through an Administrator User Account.

(c)“Affiliate” means, with respect to a Party, any corporation or other legal entity which is directly or indirectly controlling or controlled by, or under common control with that Party. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity.

(d)“Aggregated Data” has the meaning set out in Section 3(a).

(e)“Applicable Laws” means applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any Governmental or Regulatory Authority.

(f)“Claim” means any actual, threatened or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding or any other claim or demand.

(g)“Confidential Information” has the meaning set out in Section 8(a).

(h)“Customer Data” means any data (other than Aggregated Data), information, content, records, and files that Customer (or any of its Permitted Users) loads or enters into, transmits to, or makes available to the LexSelect SaaS Services, including Personal Information provided by Customer or Permitted Users.

(i)“Customer Indemnitee” has the meaning set out in Section 11(a)(i).

(j)“Customer Systems” has the meaning set out in Section 2(g).

(k)“Customer User Accounts” means the Employee User Accounts and Administrator User Accounts together.

(l)“Discloser” has the meaning set out in Section 8(a).

(m)“Documentation” means LexSelect’s manuals, instructions or other documents or materials listed in an Order Form that LexSelect provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the LexSelect SaaS Services, including any aspect of the installation, configuration, integration, operation, use, support or maintenance of them.

(n)“Employee User Account” means each user account created by the Administrator User for its Employee Users.

(o)“Employee Users” means those active employees of Customer that are permitted by Customer to access and use the LexSelect SaaS Services.

(p)“Feedback” has the meaning set out in Section 3(c).

(q)“Fees” has the meaning set out in Section 7(a).

(r)“Force Majeure Event” has the meaning set out in Section 14(f).

(s)“Governmental or Regulatory Authority” means any national, provincial, state, county, municipal, quasi-governmental, or self-regulatory department, authority, organization, agency, commission, board, tribunal, regulatory authority, dispute settlement panel or body, bureau, official, minister, Crown corporation, court or other law, rule or regulation-making entity having or purporting to have jurisdiction over any person or matter related to this Agreement.

(t)“Initial Term” has the meaning set out in Section 13(a).

(u)“Intellectual Property 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.

(v)“LexSelect Downloadable Software” means a software component installed on Customer Systems in order to access the LexSelect SaaS Services, and any updates provided as part of the LexSelect SaaS Services

(w)“LexSelect Indemnitee” has the meaning set out in Section 11(b).

(x)“LexSelect Property” has the meaning set out in Section 3(b).

(y)“LexSelect SaaS Services” means the services through: (i) which LexSelect hosts and makes available the LexSelect Software as described in an Order Form; and (ii) any component or Modification of the services referred to in (i).

(z)“LexSelect Software” means all software used by LexSelect to provide the LexSelect SaaS Services, and any updates provided as part of the LexSelect SaaS Services.

(aa)“Loss” or “Losses” means any and all losses, damages, Claims, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

(bb)“Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations.

(cc)“Order Form” means any LexSelect -provided ordering document, online registration, order description or order confirmation referencing the LexSelect Terms and Conditions.

(dd)“Permitted User(s)” means Administrator Users and each Employee User and includes any Customer User Account.

(ee)“Personal Information” means information about an identifiable individual transferred by Customer, or its permitted agents, to LexSelect hereunder.

(ff)“Recipient” has the meaning set out in Section 8(a).

(gg)“Renewal Term” has the meaning set out in Section 13(a).

(hh)“Support Services” has the meaning set out in Section 6.

(ii)“Term” means the Initial Term and any Renewal Term.

(jj)“Third Party Licensed Technology” means third party technology that is licensed under separate license terms and not under this Agreement.

(kk)“Website” means any websites used by LexSelect to provide the LexSelect SaaS Services, including the website(s) located at https://lexselect.io.

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2. The LexSelect SaaS Services

(a)Provisioning of the LexSelect SaaS Services. Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, LexSelect will make the LexSelect SaaS Services available to Customer on the terms and conditions set out in this Agreement during the Term. Customer is responsible for identifying and authenticating all Permitted Users, for ensuring only Permitted Users access and use the LexSelect SaaS Services, and for Permitted Users’ compliance with this Agreement.

(b)Restrictions on Use. Customer will not itself, and will not permit others to:

(i)sub-license, sell, rent, lend, lease or distribute the LexSelect SaaS Services or any Intellectual Property Rights therein, or otherwise make the LexSelect SaaS Services available to any third parties other than Permitted Users;

(ii)use or access the LexSelect SaaS Services:

(A)in violation of any Applicable Laws or Intellectual Property Right; or

(B)in a manner that threatens the security or functionality of the LexSelect SaaS Services; or

(C)for any purpose or in any manner not expressly permitted in this Agreement;

(iii)use or access the LexSelect SaaS Services to create, collect, transmit, store, use or process any Customer Data that:

(A)Customer does not have the lawful right to create, collect, transmit, store, use or process;

(B)violates any Applicable Laws, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); or

(C)contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;

(iv)copy or modify the LexSelect SaaS Services;

(v)reverse engineer, de-compile or disassemble the LexSelect SaaS Services or any part of them;

(vi)access or use the LexSelect SaaS Services for purposes of benchmarking or competitive analysis of such LexSelect SaaS Services;

(vii)access or use the LexSelect SaaS Services for the purpose of building a similar or competitive product or service;

(viii)remove or obscure any proprietary notices or labels on the LexSelect SaaS Services, including brand, copyright, trademark and patent or patent pending notices; or

(ix)perform any vulnerability, penetration or similar testing of the LexSelect SaaS Services.

(c)Permitted Purpose. Customer may access and use the LexSelect SaaS Services solely for Customer’s internal business purposes.

(d)Geographic Restrictions. Customer may access and use the LexSelect SaaS Services only in Canada and the United States.

(e)Suspension of Access; Scheduled Downtime; Modifications. LexSelect may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement:

(i)suspend Customer’s access to or use of the LexSelect SaaS Services or any component of them:

(A)for scheduled maintenance;

(B)due to a Force Majeure Event;

(C)if LexSelect believes in good faith that Customer or any Permitted User has violated any provision of this Agreement;

(D)to address any emergency security concerns;

(E)if required to do so by a Governmental or Regulatory Authority or as a result of a change in Applicable Laws; or

(F)for any other reason as provided in this Agreement; and

(ii)make any Modifications to the LexSelect SaaS Services. Customer is required to accept all patches, bug fixes and updates made by or on behalf of LexSelect to the LexSelect SaaS Services

(f)Subcontracting. LexSelect may engage third parties to provide the LexSelect SaaS Services or any part of them.

(g)Downloadable Software. Some functionalities and use of the LexSelect SaaS Services may require or include use of LexSelect Downloadable Software to be run directly on Customer’s systems (“Customer Systems”). As a result, LexSelect Downloadable Software may automatically download and install updates and upgrades from time to time from LexSelect. These updates are designed to improve, enhance and further develop the LexSelect SaaS Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. Customer consents to the installation of LexSelect Downloadable Software, including updates and upgrades (and authorizes LexSelect to deliver these to Customer) as part of Customer’s use of the LexSelect SaaS Services. Customer acknowledges that LexSelect Downloadable Software causes Customer Systems to communicate with LexSelect for the purposes described above. Notifications will be made in advance of any upcoming significant releases, maintenance or other event that may affect the LexSelect SaaS Services. Some emergency updates may be communicated after they are delivered. Customer, at its sole expense, agrees to provide compatible Customer Systems for the activation of LexSelect Downloadable Software and is responsible for upgrading and configuring Customer Systems to remain compatible with any minimum system requirements as required by LexSelect, during the Term.

(c)To the extent that Customer or any Permitted User submits ideas, suggestions, documents, or proposals regarding the LexSelect SaaS Services to LexSelect (“Feedback”), Customer acknowledges and agrees that:

(h)Third Party Licensed Technology. If the LexSelect SaaS Services contain or require the use of Third Party Licensed Technology, Customer will accept and comply with the license terms applicable to such Third Party Licensed Technology. If Customer does not agree to abide by the applicable license terms for any such Third Party Licensed Technology, then Customer should not install, access, or use such Third Party Licensed Technology. Any acquisition by Customer of Third Party Licensed Technology, and any exchange of data between Customer and any such provider of Third Party Licensed Technology is solely between Customer and the applicable Third Party Licensed Technology provider. LexSelect does not warrant or support Third Party Licensed Technology, even if they are designated by LexSelect as “certified” or otherwise recommended. LexSelect cannot guarantee the continued availability of Third Party Licensed Technology features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Licensed Technology ceases to make the Third Party Licensed Technology available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to LexSelect. LexSelect is not responsible for any disclosure, modification or deletion of Customer Data resulting from access to Customer Data by such Third Party Licensed Technology or their providers.

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3. Ownership; Reservation of Rights and License Grants

(a)Subject to the rights granted in this Section 3, Customer retains all right, title and interest in and to Customer Data, including any Intellectual Property Rights in Customer Data. Customer grants to LexSelect, and its subcontractors a nonexclusive, worldwide, perpetual, royalty-free, irrevocable, sublicensable and fully paid-up right to access, collect, use, process, store, transfer, transmit, copy, modify, adapt, and display Customer Data to:

(i)provide the LexSelect SaaS Services;

(ii)improve and enhance the LexSelect SaaS Services and its other offerings; and

(iii)produce or generate data, information or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”).

LexSelect may use, process, store, disclose, transfer, transmit, copy, modify and display the Aggregated Data for any purpose and without restriction or obligation to Customer of any kind. Aggregated Data is not Customer Data and is not Customer’s Confidential Information.

(b)LexSelect or its licensors retain all right, title and interest, including any Intellectual Property Rights in and to:

(i)the LexSelect SaaS Services;

(ii)anything used, developed or delivered by or on behalf of LexSelect under this Agreement;

(iii)all other LexSelect’s Confidential Information, including any reports generated from the LexSelect SaaS Services or any Aggregated Data;

(iv)LexSelect Software;

(v)LexSelect Downloadable Software;

(vi)Documentation; and

(vii)any Modifications to the foregoing (i) to (vi),

(collectively “LexSelect Property”).

(i)the Feedback does not contain confidential or proprietary information and LexSelect is not under any obligation of confidentiality with respect to the Feedback; and

(ii)LexSelect will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to Customer for such use.

(d)Subject to the terms and conditions of this Agreement, LexSelect hereby grants to Customer:

(i)a revocable, non-exclusive, non-transferable, non-sublicensable (other than to Permitted Users as provided herein), limited license during the Term to use the LexSelect Downloadable Software solely for the purpose of facilitating the transfer of information from Customer Systems to the LexSelect SaaS Services; and

(ii)a revocable, non-exclusive, non-transferable, non-sub-licensable (other than to Permitted Users as provided herein), limited license during the Term to use the Documentation solely for the purpose of use and receipt of the LexSelect SaaS Services.

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4. Privacy and Customer Data

The Processing of any Customer Data pursuant to the Agreement shall be subject to the terms of the attached Exhibit 1: Data Processing Addendum, attached hereto or such other data agreement as agreed between the parties. To the extent Customer Data includes Personal Information, LexSelect will:

(a)only use Personal Information for the purposes of fulfilling LexSelect’s obligations and exercising its rights, in accordance with the Agreement and as otherwise instructed by Customer in writing from time to time;

(b)not disclose any Personal Information to any third party without the prior written consent of Customer except as permitted hereunder;

(c)where any disclosure or transfer of Personal Information is required by law (such as in response to a subpoena or court order), promptly notify Customer in writing before complying with any such requirement for disclosure (except where legally prohibited from doing so);

(d)implement commercially reasonable physical, technical, administrative and other organizational measures designed to safeguard the Personal Information against loss, theft, damage, or unauthorized or unlawful access or processing;

(e)only store and access Personal Information from servers located in Canada and the U.S. unless Customer provides prior written consent to store or access Personal Information in another jurisdiction;

(f)limit access to Personal Information only to those employees and subcontractors who need to have access to the Personal Information for the purposes of LexSelect fulfilling its obligations hereunder;

(g)notify Customer as soon as reasonably practicable upon becoming aware of any loss, theft, unauthorized access to or disclosure of Personal Information, and comply with all reasonable instructions of Customer in connection therewith;

(h)enter into a written agreement with each subcontractor or third party that has access to Personal Information that imposes obligations on the subcontractor or third party that are substantially similar to those imposed on LexSelect in this Section 4; and

(i)upon the termination of this Agreement, LexSelect shall comply with the retention and destruction requirements set out in Section 8(e) of this Agreement.

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5. Customer User Account; Responsibility for Permitted Users

(a)In order for Customer to access and use the LexSelect SaaS Services, LexSelect will issue one or more Customer User Accounts to Customer for use by Permitted Users. If agreed upon between the Parties, LexSelect will issue an Administrator User Account with the capability to create Employee User Accounts for its Employee Users.

(b)Customer will ensure that a Permitted User only uses the LexSelect SaaS Services through the Permitted User’s assigned Customer User Account. Customer will not allow any Permitted User to share a Customer User Account with any other person. Customer will promptly notify LexSelect of any actual or suspected unauthorized use of the LexSelect SaaS Services. LexSelect reserves the right to suspend, deactivate, or replace a Customer User Account if it determines that a Customer User Account may have been used for an unauthorized purpose.

(c)Customer will ensure that all individual users of the LexSelect SaaS Services, including Permitted Users, are contractually bound to terms and conditions with Customer that are no less restrictive or protective of LexSelect’s rights than those set forth in this Agreement.

6. Support

Customer will generally have access to LexSelect’s technical support: (i) from 9:00 am Pacific Time to 5:00 pm Pacific Time each Monday to Friday (excluding statutory and civic holidays observed in Vancouver, British Columbia, Canada); and (ii) via email at support@lexselect.io (“Support Services”). LexSelect may amend the Support Services from time to time in its sole discretion.

7. Fees and Payment

(a)Fees. Customer will pay to LexSelect the fees described in any Order Form (the “Fees”). Unless otherwise noted on an Order Form:

(i) all Fees are identified in US dollars;

(ii) Fees are non-cancelable and non-refundable; and (iii) quantities purchased cannot be decreased during the relevant subscription term. If Customer’s use of the LexSelect SaaS Services exceeds the service capacity set forth on an Order Form or otherwise requires the payment of additional fees (pursuant to the terms of this Agreement), Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement.

(b)Changes to the Fees. LexSelect reserves the right to change the Fees and institute new charges on each anniversary of the Effective Date upon providing not less than 30 days prior notice to Customer.

(c)Invoicing and Payment. LexSelect will bill Customer by invoice, upon which, full payment will be charged to the credit card on file or Customer will be required to facilitate payment in accordance with the method set out in the Order Form. Payments made through credit card may be subject to a 3% transaction fee. Customer will use one the third party payment gateway integrated into the LexSelect SaaS Services, unless otherwise agreed to in the Order Form. Customer shall be responsible for complying with the terms and conditions of such third party payment gateway.

(d)Disputed Invoices or Charges. If Customer believes LexSelect has charged or invoiced Customer incorrectly, Customer must contact LexSelect no later than 30 days after having been charged by LexSelect or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.

(e)Late Payment. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts within 30 calendar days of the invoice date. Customer may not withhold or setoff any amounts due under this Agreement. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. If Customer has not paid all due and undisputed Fees within 10 days of the date that such Fees become due, LexSelect reserves the right to suspend Customer’s access to the LexSelect SaaS Services and any delivery of Professional Services until all due and undisputed amounts are paid in full.

(f)Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including any applicable interest and penalties) payable in connection with the transactions contemplated by this Agreement, other than taxes based on the net income or profits of LexSelect.

(g)Suspension. Any suspension of the LexSelect SaaS Services by LexSelect pursuant to this Agreement will not excuse Customer from its obligation to make payments of the Fees.

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8. Confidential Information

(a)Definitions. For the purposes of this Agreement, a Party or any of its Affiliates, customers, employees, licensors or suppliers receiving Confidential Information will be “Recipient”, the Party disclosing such information will be “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its Affiliates, and in the case of LexSelect, any of its service providers, licensors or customers that has or will come into the possession or knowledge of Recipient in connection with or as a result of entering into this Agreement, including information concerning Discloser’s past, present or future customers, suppliers, technology or business, LexSelect Property, this Agreement and where Discloser is Customer, Customer’s Confidential Information includes Customer Data. Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does not include any information that: (a) is publicly available prior to it being obtained by or becoming known to Recipient, or that subsequently becomes publicly available through no breach of this Agreement by Recipient; (b) Recipient can demonstrate (through written records) was known to it prior to it being obtained by or becoming known to Recipient in connection with or as a result of entering into this Agreement; (c) becomes known to Recipient from a third party, where Recipient had no reason to believe that such third party had any obligation of confidence with respect to such information, but only until Recipient subsequently comes to have reason to believe that such information was subject to an obligation of confidence; or (d) Recipient can demonstrate (through written records) was developed independently by it or by individuals employed or engaged by Recipient who did not have any access to, or the benefit of, the Confidential Information of Discloser.

(b)Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times following the Term it will:

(i)not disclose Confidential Information of Discloser to any person without the express written consent of Discloser, except to its own personnel and Permitted Users (if Recipient is Customer), or its and its Affiliate’s employees, contractors, subcontractors, advisors, consultants, officers, directors, partners, shareholders, agents and their respective successors or permitted assigns (if Recipient is LexSelect ), or such other recipients as Discloser may approve in writing, that have a “need to know” for the purposes of receiving or providing the LexSelect SaaS Services, who are informed of the confidential nature of the Confidential Information, who are directed to hold the Confidential Information in confidence and who agree in writing, or are otherwise legally bound, to comply with confidentiality obligations in respect of such Confidential Information that are no less stringent than the provisions of this Agreement;

(ii)not use Confidential Information of Discloser or permit it to be accessed or used for any purpose except to exercise its rights or perform its obligations under this Agreement;

(iii)not alter or remove from any Confidential Information of Discloser any proprietary legend; and

(iv)maintain the Confidential Information of Discloser in strict confidence, which will include taking measures to protect the confidentiality and security of such Confidential Information using a reasonable standard of care, and no less than the standard of care taken to protect its own Confidential Information of similar sensitivity.

(c)Exceptions to Confidentiality. Notwithstanding Section 8(b), Recipient may disclose Discloser’s Confidential Information:

(i)only if and to the extent legally compelled or required by a Governmental or Regulatory Authority, provided that Recipient must first: (A) provide Discloser with prompt prior written notice of such compelled disclosure (except where prohibited by Applicable Laws from doing so) to give Discloser the opportunity to oppose such disclosure; and (B) cooperate fully with Discloser in protecting against or limiting any such disclosure, including obtaining a protective order narrowing the scope of such disclosure and use of the Confidential Information. Thereafter, Recipient may disclose the Confidential Information of Discloser, but only to the extent required and subject to any protective order that applies to such disclosure. In the case of LexSelect, legal requests for production of Confidential Information will only be accepted through the procedures listed in Section 14(a)

(ii)to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or

(iii)in the case of LexSelect, to potential assignees, acquirers or successors of LexSelect if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of LexSelect.

(d)Injunction and other equitable relief. Each of the Parties acknowledge that disclosure of Discloser’s Confidential Information or any other breach of this Section 8 may cause serious and irreparable damage and harm to Discloser and that remedies at law may be inadequate to protect against breach of this Agreement, and each Party agrees that Discloser may seek injunctive relief for any breach of the provisions of this Section 8 and to the specific enforcement of the terms of this Section 8, in addition to any other remedy to which Discloser would be entitled.

(e)Return of Confidential Information. Upon written request by a Discloser or upon the termination or expiration of this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (excluding any Customer Data which is addressed at Section 13(c)) of the other Party in its possession or control within a reasonable amount of time in accordance with Recipient’s data destruction practices. Notwithstanding the foregoing, LexSelect may retain any electronically archived Customer’s Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Section 8. Upon written request of Discloser, Recipient will certify in writing that it has complied with this Section 8.

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9. Managed Backup and Archiving

(a)LexSelect’s managed backup services are designed to facilitate restoration of Customer Data to the server or device from which the Customer Data originated in the event the primary data is lost or corrupted. LexSelect will use commercially reasonable efforts to recover lost or corrupted Customer Data.

(b)Customer acknowledges and agrees that no method of electronic storage or transmission over the Internet is perfectly secure; LexSelect does not make any guarantees or warranties related to the security or integrity of any Customer Data provided to LexSelect.

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10. Warranty; Disclaimer

(a)Customer Warranty. Customer represents, warrants, and covenants to LexSelect that Customer has obtained and provided, and shall continue to obtain and provide, all necessary consents, rights and notices, and otherwise has and continues to have all necessary authority in and relating to the Customer Data (including Personal Information) for LexSelect to perform its obligations and exercise its rights under this Agreement in compliance with Applicable Laws, including applicable privacy laws, and without infringing, misappropriating or otherwise violating any Intellectual Property Rights or other rights of any third party, and shall inform LexSelect immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon.

(b)GENERAL DISCLAIMER. LEXSELECT DOES NOT WARRANT THAT THE LEXSELECT SAAS SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE LEXSELECT SAAS SERVICES EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. THE LEXSELECT SAAS SERVICES (OR ANY PART OF THEM), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY LEXSELECT TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY LICENSED TECHNOLOGY IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY.

LEXSELECT HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, LEXSELECT EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE LEXSELECT SAAS SERVICES (OR ANY PART OF THEM), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

(c)Professional Obligations. Customer is solely responsible for ensuring that their use of the LexSelect Services complies with professional and regulatory obligations applicable to Customer. LexSelect does not provide legal services, and Customer acknowledges and agrees that it is responsible for all output generated by the LexSelect SaaS Services and will confirm its accuracy on a regular basis. Customer is responsible for monitoring legal developments specifically applicable to it, interpreting applicable laws and regulations, determining the requirements for compliance with such laws and regulations, and identifying any changes required to its processes and policies.

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11. Indemnities

(a)LexSelect Indemnity

(i)LexSelect will indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents (each, a “Customer Indemnitee”) from and against any and all Losses incurred by a Customer Indemnitee arising out of or relating to any Claims by a third party (other than an Affiliate or a Customer Indemnitee) that arise from or relate to any allegation that the LexSelect SaaS Services infringe any third-party Intellectual Property Right in Canada and United States. The foregoing obligation does not apply to any Claims or Losses arising out of or relating to any: (A) incorporation of any LexSelect SaaS Services into, or any combination, operation, or use of any LexSelect SaaS Services with, any products or services not provided or authorized by LexSelect; (B) modification of any LexSelect SaaS Services other than by LexSelect or with LexSelect’s express written approval; (C) unauthorized use of the LexSelect SaaS Services; or (D) Losses covered by the Customer’s indemnity obligations in Section 11(b). SECTION 11(a) IS LEXSELECT’S SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

(ii)If the LexSelect SaaS Services are, or in LexSelect’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third party Intellectual Property Right, or if Customer’s use of any LexSelect SaaS Services is enjoined or threatened to be enjoined, LexSelect may, at its option and sole cost and expense:

(A)obtain the right for Customer to continue to use the affected LexSelect SaaS Services materially as contemplated by this Agreement;

(B)modify or replace LexSelect SaaS Services, in whole or in part, to seek to make the LexSelect SaaS Services (as so modified or replaced) non-infringing, in which case such modifications or replacements will constitute LexSelect SaaS Services under this Agreement; or

(C)if LexSelect determines that neither of the foregoing two options are reasonably available, then this Agreement may be terminated by LexSelect and LexSelect’s sole liability, in addition to the indemnification obligations herein, will be to refund prepaid unused Fees attributable to any LexSelect SaaS Services that were to be provided after the effective date of termination.

THE FOREGOING IS IN LIEU OF ANY REPRESENTATION, COVENANTS OR WARRANTIES OF NONINFRINGEMENT, WHICH ARE DISCLAIMED.

(b)Customer Indemnity. Customer will defend, indemnify and hold harmless LexSelect, its Affiliates, subsidiaries and each of their respective directors, officers, employees, subcontractors and other representatives (each, a “LexSelect Indemnitee”) from and against any and all Losses incurred by a LexSelect Indemnitee arising out of or relating to any Claim by a third party (other than an Affiliate of a LexSelect Indemnitee) that arise from or relate to: (i) Customer Data; (ii) Customer’s breach of any of Customer’s obligations, representations, warranties or covenants under this Agreement (iii) unauthorized use of the LexSelect SaaS Services by Customer or any Permitted User; or (iv) use of the LexSelect SaaS Services (or any part of them) by Customer or any Permitted User in combination with any third party software, application or service.

(c)Indemnification Procedure. Each Party will promptly notify the other Party in writing of any Claim for which such Party believes it is entitled to be indemnified pursuant to this Section 10(c). The Party seeking indemnification (the “Indemnitee”) will cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such Claim (although the Indemnitor will not settle any Claim without the Indemnitee’s prior written consent) and will employ counsel of its choice 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 11(c) will not relieve the Indemnitor of its indemnity obligations under this Section 10(c) 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.

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12. Limitation of Liabilities

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

(a)AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF LEXSELECT IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE LEXSELECT SAAS SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL LEXSELECT’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

(b)TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, IN NO EVENT WILL LEXSELECT BE LIABLE TO CUSTOMER OR ANY PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

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13. Term and Termination

(a)Term. This Agreement will commence on the Effective Date and continue to be in effect for the period of time indicated on the Order Form (the “Initial Term”), unless terminated earlier in accordance with this Agreement. This Agreement will automatically renew for successive periods equivalent to the Order Form (each a “Renewal Term”), unless either Party provides the other Party with written notice of its intention not to renew not less than 30 days prior to the end of the then current Term.

(b)Termination for Cause. Either Party may terminate this Agreement, by giving to the other Party written notice of termination upon the occurrence of any of the following events:

(i)the other Party breaches or defaults on any of the material terms or conditions of this Agreement (including Customer’s payment obligations under Section 7) and fails to cure such breach or default within 30 days of receipt of written notice thereof; except that, in the event of any breach that is incapable of being cured, such termination will be effective immediately;

(ii)the other Party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or

(iii)any proceedings are instituted by or against the other Party under any insolvency laws or for reorganization, receivership or dissolution.

(c)Effect of Termination. Upon the effective date of the expiration or termination of this Agreement (the “Termination Effective Date”):

(i)Customer will immediately cease (and ensure that all Permitted Users immediately cease) accessing or using LexSelect SaaS Services;

(ii)Customer will return any LexSelect Property in its possession and certify in writing to LexSelect that the LexSelect Property has been returned;

(iii)no new Order Forms may be agreed to or entered into by the Parties and all Order Forms will terminate;

(iv)all Fees due and payable and any amounts due to LexSelect are immediately due and are to be immediately paid by Customer to LexSelect. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund; and

(v)if Customer requests in writing at least 30 days prior to the Termination Effective Date and provided that Customer has paid all Fees due and payable as at the Termination Effective Date, LexSelect will make all Customer Data available to Customer for electronic retrieval for a period of 30 days. Following such 30-day period LexSelect will delete or otherwise render inaccessible any Customer Data that remains in the hardware or systems used by LexSelect to provide the LexSelect SaaS Services. Notwithstanding anything to the contrary in this Agreement, LexSelect may retain Customer Data to the extent and so long as required by Applicable Laws and LexSelect may retain Customer Data in its backups, archives and disaster recovery systems until such Customer Data is deleted in the ordinary course, provided that all such Customer Data will remain subject to all confidentiality requirements of this Agreement.

(d)Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership; Reservation of Rights; and License Grants), Section 7 (Fees and Payment), Section 8 (Confidential Information), Section 9 (Warranty; Disclaimer), Section 10(c) (Indemnities), Section 12 (Limitation of Liabilities), Section 14 (General Provisions), Section 14(c)(Effect of Termination) and this Section 13(d) (Survival).

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14. General Provisions

(a)Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given.

Notices must be sent: (i) if to LexSelect, to the following address:

Address: 400-22 E. 5th Avenue, Vancouver BC, Canada V5T1G8
Attention: Morgan Maguire
Email: info@lexselect.io

and (ii) if to Customer, to the current postal or email address that LexSelect has on file with respect to Customer.

LexSelect may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with LexSelect current at all times during the Term. Notwithstanding the foregoing, LexSelect does not accept service of process by email or electronic communications. LexSelect accepts service of process by mail or courier at the physical address set forth above.

(b)Assignment. Customer will not assign or transfer this Agreement, or transfer or subcontract any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of LexSelect. Any purported assignment or delegation by Customer to any third party in violation of this Section will be null and void. LexSelect may assign any of its rights, or delegate any of its obligations, under this Agreement to any third party without the consent of Customer. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.

(c)Governing Law and Attornment. This Agreement and any Claim related thereto will be governed by and construed in accordance with the laws of the Province of British Columbia and the applicable federal laws of Canada, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Vancouver, British Columbia, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing, LexSelect may: (i) seek remedies to collect unpaid Fees from Customer; and (ii) seek remedies with respect to a violation of LexSelect’s Intellectual Property Rights or Section 8 (Confidential Information), in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

(d)Export Restrictions. Customer will comply with all export laws and regulations under Applicable Laws that may apply to its access to or use of the LexSelect SaaS Services. LexSelect makes no representation or warranty that the LexSelect SaaS Services may be exported without Customer first obtaining appropriate licenses or permits under Applicable Law, or that any such license or permit has been, will be, or can be obtained.

(e)Construction. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of a Party in this Agreement, mean the right of such Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Party.

(f)Force Majeure Event. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, cyberattacks, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party software or websites or changes in law preventing or limiting the provision of the LexSelect SaaS Services (“Force Majeure Event”). This Section does not apply to any of Customer’s obligations under Sections 7, 8, or 10(c). In the event of any failure or delay caused by a Force Majeure Event, the affected Party will give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

(g)Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.

(h)Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(i)Further Assurances. Each Party will, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

(j)Entire Agreement. This Agreement (including all Order Forms) constitutes the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions, and agreements between the Parties in connection with the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral. For clarity, any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer’s procurement, invoicing, or vendor onboarding portal: (i) do not apply to the LexSelect SaaS Services; and (ii) do not override or form a part of this Agreement (including any Order Form).

(k)Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. Notwithstanding the preceding sentence, LexSelect may unilaterally amend this agreement, in whole or in part (each, an “Amendment”), by giving Customer 30 days prior notice of such Amendment or posting notice of such Amendment on the Website. Unless otherwise indicated by LexSelect, any such Amendment will become effective 30 days after the date the notice of such Amendment is provided to Customer or is posted on the Website (whichever is the earlier).

(l)Customer Lists. LexSelect may identify Customer by name and logo as a LexSelect customer on LexSelect’s website and on other promotional materials. Any goodwill arising from the use of Customer’s name and logo will inure to the benefit of Customer.

(m)Order of Precedence. To the extent of a conflict between the LexSelect Terms and Conditions and any Order Forms:

(i)in respect of Section 3 (Ownership; Reservation of Rights), Section 8 (Confidential Information), Section 9 (Warranty; Disclaimer), Section 10(c) (Indemnities), Section 12 (Limitation of Liabilities), Section 13(d) (Survival) and Section 14 (General Provisions, including this Section 14(m)), the LexSelect Terms and Conditions will prevail; and

(ii)for all other Sections, unless the Order Form expressly states that it modifies or varies the LexSelect Terms and Conditions, the LexSelect Terms and Conditions will prevail.

(n)English Language. The Parties confirm that the essential stipulations of this Agreement reflect the mutual agreement of the Parties further to negotiation, and were not imposed by either Party, even when drawn up by one of the Parties. The Parties further confirm that it is the express wish of all Parties that this Agreement, all documents related to this Agreement and all communications between the parties in the context of the performance of this Agreement be in English only. Les parties confirment que les stipulations essentielles de la présente entente reflètent le résultat de discussions libres de gré à gré et n’ont pas été imposées par l’une ou l’autre des parties, même lorsque rédigées par l’une des parties. Les parties confirment également que c’est la volonté expresse des parties que la présente entente, tout document s’y rattachant et toute communication entre les parties dans le cadre de l’exécution de cette entente soient uniquement en anglais.

Data Processing Addendum

This data processing addendum (this “Addendum”) is entered into between LexSelect Technologies Inc., with its principal place of business located at 400 – 22 E. 5th Ave, Vancouver, BC V5T 1G8 (“Service Provider”) and Customer.

This Addendum forms part of the LexSelect Terms and Conditions to which it is appended (the “Agreement”) entered into by Service Provider and Customer for the provision of Service Provider’s services as set out in the Agreement (the “Services”). Terms no defined in this Addendum take the meaning provided to them in the Agreement. In the event of any conflict between the Agreement and this Addendum, the terms and conditions of this Addendum shall control. Except to the extent expressly superseded or modified in this Addendum, the terms and conditions of the Agreement will apply to this Addendum and remain in full force and effect.

1. Definitions

1.1“Customer Data” means any information, including Personal Information, provided by or on behalf of Customer to Service Provider in connection with this Addendum for the purpose of providing the Services to the Customer.

1.2“Personal Information” means any information that constitutes “personal information” under PIPEDA, that is transferred by Customer or its permitted agents to Service Provider in performance of or pursuant to the Agreement.

1.3“PIPEDA” means the Personal Information Protection and Electronic Documents Act, SC 2000, c.5.

1.4“Security Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, theft, or unauthorized access to or disclosure of Customer Data.

1.5“Privacy Impact Assessment” means an assessment of the impact of the envisaged Processing operations on the protection of Personal Information as required by applicable Privacy Laws.

1.6“Privacy Laws” means any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction governing the Processing of Personal Information, including for example, and without limitation, PIPEDA, and substantially similar provincial legislation.

1.7“Processing”, “Processed” or “Process” means any collection, use, modification, retrieval, disclosure, retention, storage, deletion, and/or management.

1.8“Self-Regulatory Requirements” means applicable laws, regulations, by-laws, orders, protocols, codes of ethics, professional standards, policies, and notices to the profession  self-regulatory schemes, codes of conduct, rules, and notices to the profession as enacted, issued, adopted, or enforced by any applicable law society or legal regulatory authority, responsible for the regulation, oversight, or governance of the legal profession or the practice of law in the province(s) or territory(ies) of Canada in which the Customer is authorized to practice law.

1.9“Supervisory Authority” means: (i) an independent public authority tasked with the regulation, oversight and enforcement of applicable Privacy Laws, including regulatory authorities established in Canada; or (ii) any applicable law society or legal regulatory authority tasked with the regulation, oversight and enforcement of applicable Self-Regulatory Requirements.

1.10Unless otherwise provided:

a)a capitalised term that is not defined in this Addendum shall have the meaning given to it in the Agreement; and

b)the words and expressions in, and the rules of interpretation of, the Agreement shall have the same meaning in this Addendum.

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2. Data Processing and Security Responsibilities

2.1Customer and Service Provider shall each comply with all Privacy Laws that apply to it in relation to any Personal Information Processed under the Agreement (including this Addendum).

2.2Customer agrees that it has:

a)made and shall maintain all necessary registrations and notifications as required in order to permit Service Provider to perform its obligations and exercise its rights under this Addendum;

b)obtained and provided, and shall continue to obtain and provide, all necessary consents and notices, and otherwise has and continues to have all necessary authority, to permit Service Provider to perform its obligations and exercise its rights in connection with the Processing of Customer Data under the Agreement (including this Addendum), and shall inform Service Provider immediately if any such consents or authority are withdrawn or can no longer be relied upon;

c)ensured and shall continue to ensure that all Customer Data Processed by Service Provider is adequate, relevant, accurate and up-to-date, and limited to what is necessary to permit Service Provider to perform its obligations and exercise its rights under the Agreement (including this Addendum);

d)ensured and shall continue to ensure that there are valid legal bases to enable Service Provider to Process Customer Data in the manner and for the purposes contemplated under the Agreement (including this Addendum); and

e)Processed and will continue to Process the Personal Information in accordance with all applicable Privacy Laws and Self-Regulatory Requirements.

2.3In the course of Processing Customer Data on behalf of Customer, Service Provider shall:

a)except as otherwise permitted herein, only Process Customer Data as reasonably necessary for the purposes of rendering the Services and as otherwise instructed by Customer in writing from time to time or as required or permitted by applicable law, and not Process any Customer Data in any other manner without the express prior written authorization of Customer;

b)not disclose (and not allow any of its employees, or permitted agents or representatives to disclose) any Customer Data to any third party without the prior written authorization of Customer (under the Agreement (including as contemplated by clause 4 of this Addendum) or otherwise) unless required to do so under applicable law (in which case Clause g) below shall apply);

c)where any disclosure, transfer or other Processing of Customer Data is required by applicable law, promptly notify Customer in writing before complying with any such requirement (unless prohibited by applicable law, such as on important grounds of public interest);

d)except to the extent legally prohibited, promptly notify Customer in writing of any (i) enquiry or complaint received from an individual relating to the individual’s rights under Privacy Laws or Self-Regulatory Requirements, and taking into account the nature of Service Provider’s Processing of Customer Data, provide prompt reasonable assistance to Customer with respect to any obligations Customer has to respond to such requests, such as an obligation to provide access to Customer Data, or to correct, rectify, erase or restrict the processing of Personal Information; (ii) communication received by Service Provider from a Supervisory Authority relating to the Processing of Customer Data, and (iii) order, demand, warrant or any other document purporting to compel the production of any Customer Data, and provide reasonable assistance at Customer’s cost to enable Customer to comply with its obligations, including under applicable Privacy Laws or Self-Regulatory Requirements in responding to (i), (ii) or (iii);

e)implement reasonable physical, technical and organizational security procedures and practices appropriate to the sensitivity of the Customer Data that are designed to protect the Customer Data against loss, theft, damage and unauthorized or unlawful access, use, disclosure or destruction (the “Security Measures”). The parties acknowledge and agree that the Security Measures as of the Effective Date are set out in Annex A;

f)authorize access to Customer Data only by those employees and agents of Service Provider who need to have access to the Customer Data for the purposes set out in the Agreement (including this Addendum);

g)ensure or cause each employee of Service Provider involved in rendering the Services are subject to appropriate obligations to ensure the confidentiality and security of the Customer Data substantially in accordance with the terms of this Addendum, and otherwise appropriately train each of its employees in Privacy Law compliance as applicable to this Addendum;

h)at Customer’s cost and request, and taking into account the nature of the Processing and the Customer Data available to it, provide reasonable assistance to Customer as necessary for Customer to meet its obligations under Privacy Laws and Self-Regulatory Requirements in connection with:

i.obligations relating to ensuring the security and integrity of Customer Data;

ii.obligations relating to notifications and communication of Security Breaches as required by Privacy Laws to the Supervisory Authority and/or any affected individuals; and

iii.undertaking any Data Protection Impact Assessments that are required by Privacy Laws; and

i)aggregate and/or anonymize the Customer Data  in order to use such aggregated and/or anonymized information for its own purposes, including to train and improve algorithms and artificial intelligence models, provided that such aggregated or anonymized information, as the case may be, is non-identifiable as to Customer and otherwise no longer constitutes Personal Information under applicable Privacy Laws.

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3. Audit Rights

Service Provider shall provide, and Customer agrees to accept, Service Provider’s most current third-party certifications as may be relevant and available in respect of the Services. Service Provider shall provide Customer (or its representatives) with access to information necessary to demonstrate Service Provider’s compliance with this Addendum.

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4. Sub-processing

Subject to Clause 6, Customer acknowledges and agrees that Service Provider shall use sub-processors (including Service Provider affiliates) to provide the Services. Service Provider shall enter into a written contract with each such sub-processor that imposes obligations on the sub-processor that are substantially similar to those imposed on Service Provider under this Addendum. Service Provider shall only retain sub-processors that Service Provider can reasonably expect to appropriately protect the privacy, confidentiality and security of the Customer Data.

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5. Security Breach Notification

Service Provider shall notify Customer in writing without undue delay upon Service Provider becoming aware of a Security Breach. Service Provider shall take any reasonably necessary measures and actions to remedy or mitigate the effects of the Security Breach to the extent within Service Provider’s control and shall keep Customer informed of material developments in connection with the Security Breach.

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6. Termination

6.1 This Addendum shall come into force on the Effective Date and shall remain in force until the termination or expiry of the Agreement.

6.2 Upon the termination of the Agreement or at such earlier time as instructed by Customer in writing, Service Provider shall either anonymize or securely dispose of (or, at Customer’s written request, return) the Customer Data and all existing copies, subject to Service Provider’s requirements to retain certain Customer Data in order to comply with its legal and regulatory obligations and applicable law or as otherwise necessary in the context of any disputes or litigation. In the event applicable law does not permit Service Provider to comply with the delivery or destruction of the Customer Data, Service Provider warrants that it shall ensure the confidentiality of the Customer Data in accordance with applicable law.

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7. Updates to this Addendum

In the event of material changes to applicable Privacy Laws, including, but not limited to, the amendment, revision or introduction of new laws, regulations, or other legally binding requirements to which either party is subject, the parties agree to revisit the terms of this Addendum, and negotiate any appropriate or necessary updates in good faith, including the addition, amendment, or replacement of any schedules.

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8. Governing Law and Jurisdiction of Addendum

8.1 This Addendum and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Province of British Columbia and the applicable federal laws of Canada.

8.2 Customer and Service Provider agree that the courts of Vancouver, British Columbia, Canada shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Addendum or its subject matter or formation (including non-contractual disputes or claims).

ANNEX A

SECURITY MEASURES

  • administrative safeguards:some text
    • user accounts permissioned based on principle of least privilege
    • employees authorized to only access data required for their duties
  • technical safeguards:some text
    • web application firewalls
    • intrusion detection systems
    • disaster management backup processes
    • long password requirements
    • two-factor authentication requirements
  • physical safeguards:some text
    • secure data centre
    • limited number of employees able to access data centre

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