RENEWTRACK ENTERPRISE SUBSCRIPTION TERMS

These Enterprise Subscription Terms (the "Agreement") govern access to and use of the Services provided by RenewTrack Solutions Inc., an Ontario corporation with a principal place of business at 901 King Street West, Suite 400, Toronto, Ontario M5V 3H5 ("RenewTrack", "we" or "us"), by the entity that orders the Services (the "Customer" or "you"). RenewTrack and Customer are each a "Party" and together the "Parties".

This Agreement takes effect on the earlier of the date Customer first accesses the Services and the date of the first Order (the "Effective Date"). If Customer orders the Services through a Reseller, Section 3 modifies this Agreement and prevails over any conflicting provision.

BY ACCESSING OR USING THE SERVICES, OR BY ACCEPTING AN ORDER THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT. IF THE PERSON ACCEPTING THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, THAT PERSON REPRESENTS THAT THEY HAVE AUTHORITY TO BIND THAT ENTITY.

1. DEFINITIONS

1.1 "Acceptable Use Policy" or "AUP" means the policy published at https://www.renewtrack.com/aup, as updated in accordance with Section 14.12.

1.2 "Affiliate" means an entity that controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than fifty percent (50%) of the voting interests.

1.3 "Aggregated Insights" means statistical, benchmarking and comparative data that RenewTrack derives from Customer Data together with data of its other customers, aggregated and de-identified so that it does not identify any customer, any individual, or the specific commercial terms, pricing or vendor relationships of any identifiable customer.

1.4 "Authorized User" means an individual whom Customer permits to access the Services, including Customer’s and its Affiliates’ employees, contractors and agents.

1.5 "Confidential Information" means non-public information disclosed by one Party to the other that is identified as confidential, or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

1.6 "Customer Account Data" means information Customer provides when subscribing to the Services, account configuration and settings, audit logs, and usage records generated through Customer’s use of the Services.

1.7 "Customer Data" means data, records, files and other content that Customer or its Authorized Users submit to or generate within the Services, excluding Customer Account Data.

1.8 "Data Processing Addendum" or "DPA" means the addendum published at https://www.renewtrack.com/dpa, as updated in accordance with Section 14.12.

1.9 "Documentation" means the user guides, technical documentation and other materials describing the Services that RenewTrack makes generally available, as updated from time to time.

1.10 "Fees" means the amounts payable for a Subscription, whether payable by Customer to RenewTrack or, where Customer purchases through a Reseller, by Customer to that Reseller.

1.11 "Initial Term" means the initial period of a Subscription specified in the applicable Order.

1.12 "Intellectual Property Rights" means all patents, copyrights, moral rights, trademarks, trade secrets, industrial design rights and any other proprietary rights recognized in any jurisdiction, together with all applications and registrations for them.

1.13 "Order" means an order form, quote or purchase order for a Subscription that references this Agreement and that RenewTrack or a Reseller has accepted.

1.14 "Renewal Term" means each successive renewal period of a Subscription following the Initial Term.

1.15 "Reseller" means a third party authorized by RenewTrack to resell the Services.

1.16 "Reseller Agreement" means the agreement between Customer and a Reseller under which Customer purchases a Subscription.

1.17 "Service Level Agreement" or "SLA" means the service level commitments published at https://www.renewtrack.com/sla, as updated in accordance with Section 14.12.

1.18 "Services" means the RenewTrack software-as-a-service offerings described at https://www.renewtrack.com and made available at https://app.renewtrack.com, together with any application programming interfaces, software development kits, Documentation and supporting software RenewTrack makes available in connection with them.

1.19 "Subscription" means the right to access and use the Services for the term and scope specified in an Order.

1.20 "Subscription Term" means the Initial Term together with all Renewal Terms.

2. ACCESS AND USE

2.1 Provision of the Services. During the Subscription Term, RenewTrack will make the Services available to Customer in accordance with this Agreement, the applicable Order and the Documentation. Customer may access and use the Services for its own internal business purposes.

2.2 Affiliates. Customer’s Affiliates may use the Services under Customer’s Subscription. Customer is responsible for its Affiliates’ compliance with this Agreement, and any act or omission by an Affiliate that would breach this Agreement is treated as a breach by Customer.

2.3 Authorized Users and Credentials. Customer is responsible for all activity occurring under its accounts and for maintaining the confidentiality of access credentials. Credentials must not be shared between individuals, though they may be reassigned. Customer will notify RenewTrack promptly of any suspected unauthorized access. RenewTrack may disable credentials it reasonably believes have been compromised, and will restore or reissue them promptly on request.

2.4 Restrictions. Customer will not, and will not permit any third party to: (a) resell, sublicense, rent, lease, distribute or otherwise make the Services available to any third party, except that Customer may permit its Affiliates to use the Services under Section 2.2; (b) reverse engineer, decompile or disassemble the Services, except to the extent this restriction is prohibited by applicable law; (c) modify the Services or create derivative works of them; (d) remove or obscure any proprietary notice; (e) access the Services in order to build a competing product or service; (f) publish any benchmark or performance analysis of the Services without RenewTrack’s prior written consent, other than for Customer’s internal use; (g) circumvent or exceed any usage limit or quota; (h) probe, scan or test the vulnerability of the Services, or conduct penetration, stress or load testing, without RenewTrack’s prior written consent; or (i) use the Services in violation of applicable law or the AUP.

2.5 Third-Party Services. Customer may choose to connect the Services to third-party products or services. Any such use is solely between Customer and the third-party provider and is governed by that provider’s terms. RenewTrack makes no representation or warranty concerning third-party products or services, is not responsible for them, and may cease supporting an integration at any time without entitling Customer to a refund or credit.

2.6 Beta Features. RenewTrack may make pre-release or early-access features available and will identify them as such. Beta features are provided for evaluation only, are excluded from the SLA, may be modified or withdrawn at any time, and are provided without warranty. Data entered into a beta feature may be lost. Information about beta features is RenewTrack’s Confidential Information.

2.7 Trials. Where RenewTrack makes the Services available on a trial basis at no charge, the trial continues until the earlier of the end of the stated trial period, the start date of a paid Subscription, and termination by RenewTrack. Trials are provided without warranty and are excluded from the SLA.

2.8 Changes to the Services. RenewTrack may make improvements and updates to the Services from time to time. RenewTrack may retire or replace a Service or a material feature, provided that it makes a substantially equivalent Service or feature available for the remainder of the then-current Subscription Term at no additional charge. If RenewTrack is unable to do so, Customer may terminate the affected Subscription and receive a refund of prepaid Fees for the unexpired portion of the Subscription Term. This Section does not apply to changes made to comply with law or to address a material security risk.

2.9 Suspension. RenewTrack may suspend all or part of the Services immediately where it reasonably believes that (a) continued access poses a material security risk or is materially degrading the Services for other customers; (b) suspension is required to comply with applicable law; or (c) Customer’s use materially breaches the AUP. RenewTrack will give notice of the basis for suspension unless prohibited from doing so, and will restore access once the cause is resolved.

3. PURCHASE THROUGH A RESELLER

3.1 Application of this Section. This Section applies where Customer purchases a Subscription through a Reseller rather than directly from RenewTrack. Where it applies, it prevails over any conflicting provision of this Agreement.

3.2 Commercial Terms. Customer places Orders with, and pays Fees to, the Reseller and not RenewTrack. Section 4 (Fees and Payment) does not apply. Pricing, invoicing, payment terms, Subscription duration, renewal and Customer’s cancellation rights are governed by the Reseller Agreement, provided that the Reseller Agreement cannot grant Customer rights in the Services that exceed those granted by this Agreement.

3.3 Relationship of Documents. Customer’s right to access and use the Services is governed by this Agreement. Customer’s commercial relationship is with the Reseller. Where the Reseller Agreement and this Agreement conflict in respect of the Services themselves, this Agreement governs.

3.4 Credits and Refunds. Any credit, refund or service credit that RenewTrack is required to provide, including under the SLA, will be issued to the Reseller. Customer must claim any such amount from the Reseller and not from RenewTrack. RenewTrack has no obligation to pay any amount directly to Customer.

3.5 No Authority to Vary. Resellers are not authorized to modify this Agreement, to make any representation, warranty, service level, indemnity, security or data protection commitment on RenewTrack’s behalf, or to bind RenewTrack in any way. RenewTrack is not bound by any commitment a Reseller makes beyond what this Agreement and the documents it incorporates provide.

3.6 If a Reseller Ceases to Be Authorized. If a Reseller ceases to be authorized by RenewTrack for any reason, including non-payment, RenewTrack may condition Customer’s continued access to the Services on Customer entering into a direct agreement with RenewTrack or with another authorized Reseller, and on payment of any Fees the Reseller received from Customer but did not remit to RenewTrack. RenewTrack will give Customer reasonable notice before doing so and will not require Customer to pay the same Fees twice.

3.7 Suspension at Reseller Direction. RenewTrack may suspend or terminate the Services on the written instruction of the Reseller. RenewTrack will notify Customer where it is permitted to do so.

3.8 Continuity of Service and Support. Subject to Section 3.6, RenewTrack will continue to make the Services available to Customer, and to provide support in accordance with Section 5, for the remainder of the then-current Subscription Term, whether or not the Reseller remains authorized.

4. FEES AND PAYMENT

4.1 Application. This Section applies only where Customer purchases directly from RenewTrack. Where Customer purchases through a Reseller, Section 3 applies instead.

4.2 Invoicing. Unless an Order provides otherwise, RenewTrack invoices annually in advance. Invoices are payable within thirty (30) days of the invoice date.

4.3 Late Payment. Overdue amounts bear interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law if lower, calculated from the due date until paid. RenewTrack may suspend the Services if undisputed Fees remain unpaid thirty (30) days after written notice of non-payment.

4.4 Disputed Amounts. Customer must notify RenewTrack in writing of any disputed invoice, describing the basis of the dispute, within thirty (30) days of the invoice date. The Parties will work in good faith to resolve the dispute. Customer will pay all undisputed amounts when due.

4.5 Non-Refundable. Except as this Agreement expressly provides, Fees are non-refundable and Subscriptions are non-cancellable for the Subscription Term.

4.6 Taxes. Fees are exclusive of sales, use, value-added, goods and services, harmonized sales and similar taxes, which RenewTrack will add where required. Customer is responsible for those taxes other than taxes on RenewTrack’s income. Customer will provide a valid exemption certificate where applicable.

5. SUPPORT AND SERVICE LEVELS

5.1 Service Levels. During the Subscription Term, RenewTrack will provide the Services in accordance with the SLA. Where RenewTrack fails to meet a service level commitment, the service credits set out in the SLA are Customer’s sole and exclusive remedy for that failure. The SLA does not apply to beta features, trials or Services provided at no charge.

5.2 Support Tiers. Support responsibilities are allocated as follows:

(a) Tier 1 — Customer. Customer is responsible for basic user questions, password and access requests, and questions answered by the Documentation, for its own Authorized Users.

(b) Tier 2 — Reseller. Where Customer purchased through a Reseller, Customer directs configuration, administration and account questions to the Reseller. Where Customer purchased directly, RenewTrack performs this tier.

(c) Tier 3 — RenewTrack. RenewTrack is responsible for defects in the Services, availability and performance issues, and security matters, in accordance with the SLA. Issues may be escalated to RenewTrack at [email protected].

5.3 Continuity. RenewTrack’s support obligation to Customer continues for the duration of the Subscription Term, subject to Section 3.6.

5.4 Exclusions. Support does not cover issues arising from Customer’s network, systems or third-party products, use of the Services other than in accordance with the Documentation, or modifications not made by RenewTrack.

6. CUSTOMER DATA, ALERTS AND INSIGHTS

6.1 Ownership. As between the Parties, Customer owns all right, title and interest in Customer Data, including all Intellectual Property Rights in it. This Agreement grants RenewTrack no rights in Customer Data other than those set out in this Section 6.

6.2 Licence to RenewTrack. Customer grants RenewTrack a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, process and display Customer Data to the extent necessary to provide, secure and support the Services, to generate alerts under Section 6.6, to produce Aggregated Insights under Section 6.7, and to comply with applicable law. Except in respect of Aggregated Insights, this licence ends when Customer Data is deleted in accordance with Section 6.9.

6.3 Customer Responsibilities. Customer represents and warrants that it has all rights, consents and authority necessary to submit Customer Data to the Services and to permit RenewTrack to process it as this Agreement contemplates, including for the generation of Aggregated Insights. Customer is responsible for the accuracy, quality, completeness and legality of Customer Data and for the means by which it acquired that data. Customer will configure access permissions within the Services appropriately and review them regularly.

6.4 Personal Information. Where Customer Data includes personal information, RenewTrack processes it as a service provider on Customer’s behalf and in accordance with the DPA, which is incorporated into this Agreement by reference. Customer is responsible for determining the lawful basis for its collection and use of that personal information and for providing any required notices to individuals, including in respect of the uses described in Sections 6.6 and 6.7.

6.5 Customer Account Data. RenewTrack is responsible for Customer Account Data in its own right and may use it to provide, secure, administer, support, invoice for and improve the Services, and to meet its legal and audit obligations.

6.6 Renewal Alerts and Notifications. The Services generate alerts, reminders and notifications derived from expiry, renewal, term and similar dates recorded in Customer Data. Customer acknowledges that these are produced from the data that Customer and its Authorized Users enter, import or connect to the Services, and that their accuracy, completeness and timeliness depend entirely on that data being accurate, complete and current.

Alerts are provided as an administrative convenience and do not transfer to RenewTrack any responsibility for Customer’s contractual or commercial obligations. RenewTrack does not undertake to identify every expiry or renewal date, to detect data that is missing, incomplete or incorrect, to verify Customer Data against any third-party source, or to ensure that any alert is delivered, received or acted upon. Customer remains solely responsible for monitoring and managing its own warranties, licences, subscriptions, support contracts and other renewal obligations. RenewTrack is not responsible for any contract, warranty, licence or subscription that lapses, renews automatically, renews on unfavourable terms, or is otherwise not acted upon.

6.7 Aggregated Insights. RenewTrack produces Aggregated Insights from Customer Data together with data of its other customers, and makes Aggregated Insights available to customers as a feature of the Services. Customer acknowledges that Aggregated Insights made available to Customer are derived in part from data contributed by other customers, and that Customer Data contributes to Aggregated Insights made available to other customers.

RenewTrack does not use personal information contained in Customer Data to produce Aggregated Insights. Personal information remains within Customer’s tenant. Before other Customer Data is used to produce Aggregated Insights, RenewTrack will remove information that identifies Customer or its Affiliates, and will aggregate the remaining data. RenewTrack will not publish or make available any Aggregated Insight derived from fewer than twenty (20) contributing customers, will not attempt to re-identify Aggregated Insights, and will not permit any third party to do so. Aggregated Insights will not disclose the identity of any customer, or the specific pricing, contract terms or vendor relationships of any identifiable customer.

As between the Parties, RenewTrack owns all right, title and interest in Aggregated Insights. Aggregated Insights are not Customer Data and are not Customer’s Confidential Information. RenewTrack may also use Aggregated Insights to operate, secure and improve the Services and to produce industry research and benchmarks.

Aggregated Insights and any recommended actions derived from them are provided for information only. They are not advice, and Customer is responsible for reviewing and validating any Aggregated Insight before relying on it or acting on it.

6.8 Opting Out of Contribution. Customer may opt out of contributing Customer Data to Aggregated Insights, by written notice to RenewTrack given in accordance with Section 14.5. An opt-out is effective only if given by written notice, and cannot be exercised through the Services or by any other means. Following an opt-out, RenewTrack will cease using Customer Data to produce Aggregated Insights on a going-forward basis, and is not required to recalculate or withdraw Aggregated Insights already produced. Customer acknowledges that opting out may limit or remove Customer’s access to benchmarking, comparative and related features of the Services.

6.9 Retention, Export and Deletion. Customer is responsible for maintaining its own copies of Customer Data. For thirty (30) days following expiry or termination of the Subscription Term, RenewTrack will make Customer Data available for export in a commonly used format. After that period RenewTrack may delete Customer Data. Copies held in routine backups will be deleted in accordance with RenewTrack’s backup retention schedule. Deletion of Customer Data does not require RenewTrack to withdraw or recalculate Aggregated Insights already produced.

6.10 Security Incidents. RenewTrack will notify Customer without undue delay on becoming aware of a security incident affecting Customer Data, and will provide the information Customer reasonably requires to meet its own notification obligations. Where Customer purchased through a Reseller, RenewTrack may give that notice to the Reseller as well as to Customer.

7. INTELLECTUAL PROPERTY

7.1 RenewTrack Property. As between the Parties, RenewTrack and its licensors own all right, title and interest in the Services, the underlying technology, the Documentation and all Intellectual Property Rights in them. Customer receives only the limited rights expressly granted in this Agreement, and all other rights are reserved.

7.2 Feedback. If Customer provides suggestions or feedback concerning the Services, RenewTrack may use it without restriction or obligation, and Customer grants RenewTrack a perpetual, irrevocable, worldwide, royalty-free licence to do so. Customer is not required to provide feedback.

7.3 Marks. Neither Party may use the other’s name, logo or trademarks without prior written consent, except that RenewTrack may identify Customer as a customer in a customer list on its website and in its sales materials. Customer may withdraw that permission at any time on thirty (30) days’ written notice, after which RenewTrack will remove Customer from materials it controls and cease producing new materials naming Customer.

8. CONFIDENTIALITY

8.1 Obligations. Each Party will use the other’s Confidential Information only as this Agreement permits, will disclose it only to those of its personnel, Affiliates and professional advisors who need it for that purpose and who are bound by confidentiality obligations at least as protective as these, and will protect it using at least reasonable care.

8.2 Exclusions. Confidential Information does not include information that (a) is or becomes public through no breach of this Agreement; (b) the receiving Party knew, free of any obligation of confidence, before disclosure; (c) the receiving Party lawfully receives from a third party entitled to disclose it; or (d) the receiving Party independently develops without reference to the disclosing Party’s Confidential Information.

8.3 Compelled Disclosure. A Party may disclose Confidential Information to the extent required by law or court order, provided that it gives the other Party prompt notice where lawful and reasonably cooperates in any effort to limit or resist the disclosure.

8.4 Duration. These obligations apply during the Subscription Term and for five (5) years afterwards, except that Confidential Information constituting a trade secret remains protected for as long as it remains a trade secret under applicable law, and personal information remains protected for as long as applicable privacy legislation requires.

8.5 Relationship to Other Agreements. This Section supersedes any prior non-disclosure agreement between the Parties in respect of Confidential Information exchanged in connection with the Services, provided that information disclosed under that prior agreement remains protected under whichever of the two provides the longer period of protection.

9. WARRANTIES AND DISCLAIMERS

9.1 Mutual. Each Party represents and warrants that it has the authority to enter into this Agreement and that doing so does not conflict with any other agreement to which it is a party.

9.2 Limited Warranty. RenewTrack warrants that the Services will materially conform to the Documentation and that it will not knowingly introduce malicious code into the Services. If Customer notifies RenewTrack of a breach of this warranty within thirty (30) days of becoming aware of it, RenewTrack will correct the non-conformity or, if it cannot do so within a reasonable period, terminate the affected Subscription and refund prepaid Fees for the unexpired portion of the Subscription Term. This is Customer’s sole and exclusive remedy for breach of this warranty. The warranty does not apply where the non-conformity arises from misuse, unauthorized modification, or third-party products or services.

9.3 Compliance. Each Party will comply with the laws applicable to it in connection with this Agreement. Customer is responsible for determining whether its use of the Services satisfies its own regulatory and compliance obligations.

9.4 Disclaimer.

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". RENEWTRACK DISCLAIMS ALL OTHER REPRESENTATIONS, CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED CONDITION OR WARRANTY OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. RENEWTRACK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED, AND DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF ANY ALERT, NOTIFICATION OR AGGREGATED INSIGHT. THE SERVICES MAY BE SUBJECT TO LIMITATIONS AND DELAYS INHERENT IN THE USE OF THE INTERNET, AND RENEWTRACK IS NOT RESPONSIBLE FOR DELAYS OR FAILURES RESULTING FROM CAUSES OUTSIDE ITS REASONABLE CONTROL.

10. INDEMNIFICATION

10.1 By RenewTrack. RenewTrack will defend Customer against any third party claim alleging that the Services, used in accordance with this Agreement and the Documentation, infringe a Canadian or United States patent, copyright or trademark or misappropriate a trade secret, and will pay the damages and reasonable legal costs finally awarded against Customer or agreed in settlement.

10.2 Exclusions. RenewTrack has no obligation under Section 10.1 to the extent a claim arises from (a) use of the Services other than as this Agreement and the Documentation permit; (b) modification of the Services by anyone other than RenewTrack; (c) combination of the Services with anything RenewTrack did not supply, where the claim would not have arisen but for the combination; (d) Customer Data; (e) beta features, trials or Services provided at no charge; or (f) continued use after RenewTrack has made a non-infringing alternative available at no additional charge.

10.3 Remedies. If the Services become, or RenewTrack reasonably believes they may become, the subject of a claim under Section 10.1, RenewTrack may at its option procure the right for Customer to continue using them, modify or replace them so that they are non-infringing without materially reducing their functionality, or, if neither is commercially reasonable, terminate the affected Subscription and refund prepaid Fees for the unexpired portion of the Subscription Term. Sections 10.1 to 10.3 state RenewTrack’s entire liability and Customer’s exclusive remedy for any claim of intellectual property infringement or misappropriation.

10.4 By Customer. Customer will defend RenewTrack against any third party claim arising from Customer Data, from Customer’s use of the Services in breach of this Agreement or the AUP, or from Customer’s breach of Section 6.3, and will pay the damages and reasonable legal costs finally awarded against RenewTrack or agreed in settlement.

10.5 Procedure. The indemnified Party will give prompt written notice of the claim, provided that a delay relieves the indemnifying Party only to the extent it is materially prejudiced; will give the indemnifying Party sole control of the defence and settlement; and will provide reasonable cooperation at the indemnifying Party’s expense. The indemnified Party may participate with its own counsel at its own cost. The indemnifying Party will not agree to a settlement that imposes a non-monetary obligation or an admission of liability on the indemnified Party without its prior written consent, which will not be unreasonably withheld.

10.6 Single Recovery. Where Customer purchased through a Reseller and that Reseller holds a corresponding indemnity from RenewTrack in respect of the same claim, RenewTrack’s aggregate obligation in respect of that claim is limited to a single recovery.

11. LIMITATION OF LIABILITY

11.1 Excluded Damages.

NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES, OR FOR ANY LOSS OF PROFIT, REVENUE, DATA, BUSINESS OPPORTUNITY OR GOODWILL, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap.

EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE FOR THE SUBSCRIPTION IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR CLARITY, WHERE CUSTOMER PURCHASED THROUGH A RESELLER, FEES PAID BY CUSTOMER TO THAT RESELLER FOR THE SUBSCRIPTION COUNT TOWARD THIS CAP.

11.3 Exceptions. Sections 11.1 and 11.2 do not apply to (a) Customer’s obligation to pay Fees; (b) either Party’s indemnification obligations under Section 10; (c) a breach of Section 7 (Intellectual Property) or Section 8 (Confidentiality); (d) a Party’s fraud or fraudulent misrepresentation; (e) death or personal injury caused by a Party’s negligence; or (f) any other liability that cannot be excluded or limited under applicable law.

11.4 Allocation of Risk. The Parties agree that the limitations in this Section form a fundamental basis of the bargain between them, reflect the allocation of risk, and apply even if a remedy is found to have failed of its essential purpose.

12. TERM AND TERMINATION

12.1 Term. This Agreement begins on the Effective Date and continues until the expiry or termination of the last Subscription governed by it.

12.2 Subscription Term and Renewal. Each Subscription runs for the Initial Term specified in the Order. Where Customer purchased directly from RenewTrack, the Subscription renews automatically for successive Renewal Terms of twelve (12) months unless either Party gives written notice of non-renewal at least sixty (60) days before the end of the then-current Subscription Term. Where Customer purchased through a Reseller, renewal and non-renewal are governed by the Reseller Agreement.

12.3 Termination for Cause. Either Party may terminate this Agreement or an affected Subscription on written notice if the other Party (a) commits a material breach that is incapable of cure, or fails to cure a curable material breach within thirty (30) days after written notice of it; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to a bankruptcy, receivership or similar proceeding that is not dismissed within sixty (60) days.

12.4 Effect of Termination. On expiry or termination of a Subscription: (a) Customer’s right to access and use the Services ends; (b) all outstanding Fees for the Subscription become due; (c) Section 6.9 governs export and deletion of Customer Data; and (d) each Party will return or destroy the other’s Confidential Information on request, except for copies retained in routine backups or as applicable law requires, which remain subject to Section 8.

12.5 Survival. Sections 1, 3.4, 3.5, 6.1, 6.3, 6.5, 6.7, 6.9, 7, 8, 9.4, 10, 11, 12.4, 12.5 and 14 survive expiry or termination, together with any other provision that by its nature should survive.

13. AI-ENABLED FEATURES

13.1 Application. This Section applies only where RenewTrack makes an AI-enabled feature available and Customer enables it. In this Section, "Inputs" means data Customer or its Authorized Users submit to an AI-enabled feature, and "Outputs" means the content that feature generates in response.

13.2 Enablement. AI-enabled features are disabled by default. Before Customer enables one, RenewTrack will describe the categories of data that feature will process. Customer must acknowledge that description to activate the feature, and may disable it at any time through the administrative settings of the Services.

13.3 Processing. When Customer enables an AI-enabled feature, RenewTrack may process Inputs to operate that feature, to improve its accuracy and reliability, and to develop related functionality. RenewTrack will not use Customer’s Inputs to train models made available to other customers unless Customer separately opts in to that use in writing.

13.4 Customer Responsibility. Customer is responsible for the nature, accuracy and legality of its Inputs and represents that it has the rights necessary to submit them.

13.5 Outputs. Outputs are generated automatically and may be inaccurate or incomplete. Outputs are provided without warranty, and Customer is responsible for reviewing and validating any Output before relying on it. Outputs may be similar or identical to outputs generated for other customers. As between the Parties, Outputs generated from Customer’s Inputs are treated as Customer Data.

13.6 Restrictions. Customer will not use AI-enabled features to make decisions with legal, financial, medical or safety consequences without meaningful human review. RenewTrack may suspend access to an AI-enabled feature where it reasonably believes this Section has been breached.

14. GENERAL

14.1 Governing Law and Forum. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws rules. The Parties submit to the exclusive jurisdiction of the courts of the Province of Ontario sitting in Toronto, and each Party waives any objection to that forum on the basis of inconvenient forum or lack of personal jurisdiction. Either Party may seek injunctive relief, or enforce a judgment, in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Sanctions and Export. Customer represents that it is not, and is not owned or controlled by, a person targeted by economic sanctions or export control measures administered by Canada, the United States, the United Nations, the European Union or the United Kingdom, and will not make the Services available to any such person or in any jurisdiction subject to comprehensive sanctions.

14.3 Force Majeure. Neither Party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, provided that it notifies the other Party and works to resume performance as soon as reasonably practicable. This does not excuse an obligation to pay amounts that fell due before the event.

14.4 Assignment. Neither Party may assign this Agreement without the other’s prior written consent, except that either Party may assign it in its entirety, on written notice, to a successor in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets. Any other purported assignment is void.

14.5 Notices. Notices must be in writing and delivered by personal delivery, courier, electronic mail, or registered mail. A notice is effective on personal delivery, on confirmed delivery by courier, five (5) days after mailing, or, for electronic mail, on transmission, provided the sender does not receive an automated notification that delivery has failed. Notices to RenewTrack must be sent to 901 King Street West, Suite 400, Toronto, Ontario M5V 3H5, Attention: Legal, and by electronic mail to [email protected]. Notices to Customer may be sent to the administrative contact designated in Customer’s account. Customer is responsible for keeping that contact current.

14.6 Commercial Communications. RenewTrack may send Customer’s designated contacts communications concerning the Services, including service, security and billing notices. RenewTrack will send marketing communications only where it has obtained consent as applicable law requires, and each recipient may withdraw consent at any time using the unsubscribe mechanism in the message or by contacting RenewTrack.

14.7 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship, and neither Party may bind the other.

14.8 No Third-Party Beneficiaries. This Agreement does not confer any benefit on any third party except as it expressly states.

14.9 Severability. If a provision is held unenforceable, it will be limited or severed to the minimum extent necessary and the remainder of this Agreement remains in full force.

14.10 Waiver. A failure or delay in enforcing a right does not waive it, and a waiver on one occasion is not a waiver on any other.

14.11 Order of Precedence. This Agreement consists of the following, in descending order of precedence where they conflict: (a) the DPA; (b) an Order, but only in respect of the Subscription it covers; (c) this document; (d) the SLA; and (e) the AUP. Terms appearing on Customer’s purchase orders or other business forms have no effect.

14.12 Changes to this Agreement. RenewTrack may update this Agreement and the documents it incorporates. RenewTrack will give Customer at least thirty (30) days’ notice before a change takes effect that materially reduces Customer’s rights or materially increases Customer’s obligations, by email to Customer’s administrative contact or through the Services. If Customer objects to such a change, Customer may terminate the affected Subscription by notice given before the change takes effect and receive a refund of prepaid Fees for the unexpired portion of the Subscription Term. Changes required by law, or reasonably necessary to address a material security risk, may take effect immediately. Other changes take effect on posting.

14.13 Interpretation. Headings are for convenience only. "Including" means "including without limitation". All amounts are in Canadian dollars unless an Order provides otherwise.

14.14 Entire Agreement. This Agreement, together with the documents it incorporates by reference, is the entire agreement between the Parties concerning its subject matter and supersedes all prior discussions, understandings and writings concerning it.

14.15 Language. The Parties have requested that this Agreement and all related documents be drawn up in English. Les parties ont exigé que la présente convention et tous les documents qui s’y rattachent soient rédigés en anglais.

Questions about these terms may be directed to [email protected], or to RenewTrack Solutions Inc., 901 King Street West, Suite 400, Toronto, Ontario M5V 3H5.