VeloCITY 365 EULA THIS END USER LICENSE AGREEMENT, INCLUDING ANY MODIFICATIONS MADE TO IT (IN ACCORDANCE WITH THIS AGREEMENT) FROM TIME TO TIME, CONSTITUTES AN AGREEMENT BETWEEN KPMG LLP (“KPMG LLP”) AND YOU (“YOU”). KPMG LLP IS WILLING TO LICENSE ITS PROPRIETARY SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS END USER LICENSE AGREEMENT ("AGREEMENT"). READ THE TERMS CAREFULLY BEFORE USING OR INSTALLING THE SOFTWARE, AS USING THE SOFTWARE WILL INDICATE YOUR ASSENT TO THEM. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OR INSTALL THE SOFTWARE. 1. Definitions 1.1. “You” shall be defined as above. 1.2. “Documentation” means all written or electronic materials provided to You by KPMG LLP for facilitating use of the Software as applicable, but does not include advertising or similar promotional materials. 1.3. “Intellectual Property Rights” shall mean all copyrights, trade secrets, patents, and other intellectual property rights or portion thereof including, but not limited to, the ideas, methodologies, methods of operation, processes, and look and feel of the Software. 1.4. “Software” means the “VeloCITY 365” files provided by KPMG LLP to You via the internet and related Documentation. It shall also include all corrections, upgrades new releases of the Software as may be provided to You by KPMG LLP from time to time. For the sake of clarity, the Software does not include any source code. 2. License Grant 2.1. Subject to Your full compliance with the terms of this Agreement, KPMG LLP grants you a nonexclusive, nontransferable, license to install and use the Software, in object form and solely for Your internal business purposes and for any legal purpose. No license to resell the Software is granted hereunder. KPMG LLP shall provide access to the Software to You via the internet. 2.2. KPMG LLP may periodically make available updates to the Software (“Updates”) but makes no representations as to the frequency of such Updates or the features or enhancements that will be provided in the Updates. 2.3. You acknowledge and agree that KPMG LLP will in no way use, store or access Your data. 3. Use Restrictions and Obligations 3.1. As set out in this Agreement, the Software is provided to You free of charge. Even though a license fee is not paid for the use of the Software, it does not mean that there are no conditions for using the Software. 3.2. Use of the Software shall at all times remain Your responsibility and liability. You shall not modify, unbundle, create derivative works, translate, reverse assemble or reverse compile, in whole or in part, the Software. You shall not bypass, modify, tamper, defeat or circumvent any of the components of the Software. You shall not rent, sell, time-share, lease, sublicense, distribute, transfer, publish, copy, disclose, display or otherwise make available the Software or copies thereof to others or provide hosting, service bureau, on demand or outsourcing services for the benefit of a third party except as expressly provided herein. You shall not tamper with, bypass or alter any security features of the Software or attempt to do so. You may not: (i) erase, delete or modify any proprietary notices included on the Software; (ii) deliberately interfere with or circumvent normal operation of the Software; (iii) make any modifications, enhancements, adaptations, or translations of or to the Software; or (iv) violate or allow any third party to violate any provision of this Agreement. 3.3. You have the sole responsibility to (a) make backup copies of data, files, and programs located on your own equipment and shall employ all necessary security measures to ensure its valuable information is kept secure from unauthorized or accidental erasure or changes when using the Software and (b) check the accuracy of information processed using the Software. KPMG LLP shall have no obligation to store, backup or keep Your data pursuant to this Agreement and any of Your data incidentally retained by KPMG LLP shall be destroyed in accordance with KPMG LLP`s then applicable data retention policies. 3.4. You assume all responsibilities and obligations and expertise with respect to (a) the selection of the Software to meet its intended results and (b) any decision You make based on the results produced by the Software. You understand and acknowledge that KPMG LLP is not engaged in rendering professional advice either as a service or through the Software and related terms and conditions of use and You are not relying on KPMG LLP for any advice or guidance in any way. To the extent permitted by law, You shall indemnify and hold KPMG LLP harmless from claims and demands of its employees or former employees arising from the use by You of the Software. 3.5. If You suspect a failure of the Software to perform as set forth in the Documentation, You shall notify KPMG LLP, provide a detailed description of the problem, steps to reproduce the problem, and other assistance as KPMG LLP may reasonably request to allow it to investigate the problem. 3.6. You shall not perform any stress test, load test, or security test on the Software without first obtaining KPMG LLP’s permission and the payment of any applicable fees required by KPMG LLP. 4. Payment of Fees 4.1. Use of the Software is provided to You free of charge. 4.2. PRICING AND LICENSING RELATING TO THE SOFTWARE IS SUBJECT TO CHANGE WITHOUT NOTICE AT KPMG LLP’S SOLE DISCRETION. KPMG LLP reserves the right to change pricing and licensing models relating to the Software at any time without notice to You. 4.3. Where KPMG LLP establishes fees relating to the use of the Software, You acknowledge that KPMG LLP will require payment of such fees in order for You to obtain any Updates or enhancements that may be available for the Software. Payment obligations are non-cancellable and fees paid are non-refundable except as expressly provided herein. 4.4. Any fees payable to KPMG LLP are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties, except for taxes on KPMG LLP’s net income (including FCC and related taxes and charges for phone based systems). 4.5. All invoices submitted shall be due Net 30. If You reasonably dispute an invoice, You must pay the undisputed amount when due and submit written notice of the disputed amount (with details of the nature of the dispute and the invoice(s) disputed) within thirty (30) days of receipt of the invoice. KPMG LLP may assess interest at the rate of 1.5% per month or the maximum allowed by law on balances not paid when due. You shall pay all costs incurred in the collection of charges due and payable, including reasonable attorney fees, whether or not suit is instituted. 4.6. If Your account is thirty (30) days or more overdue, in addition to any of its other rights or remedies, KPMG LLP reserves the right to suspend access to the Software or any Updates, without liability, until such amounts are paid in full. 5. Term and Termination 5.1. The term of this Agreement will commence on the date that you accept this Agreement will and continue indefinitely unless otherwise terminated earlier pursuant to this section 5. 5.2. KPMG LLP may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement and the rights afforded to You hereunder with or without prior notice. Furthermore, if you fail to comply with any terms and conditions of this Agreement, then this Agreement and any rights afforded to You hereunder shall terminate automatically, without any notice or other action of KPMG LLP. Upon termination of this Agreement, You shall cease to use the Software and uninstall it from Your systems. 5.3. If this Agreement is terminated by KPMG LLP, You will pay any unpaid fees covering the remainder of the Term, if any such fees are payable. In no event will termination relieve You of Your obligation to pay any fees payable to KPMG LLP for the period prior to the effective date of termination. 5.4. Any indemnities, warranties, waivers and any payment obligations incurred by You prior to or upon termination shall survive termination of this Agreement. 6. Title, Proprietary Right, Non-Disclosure and Protection of Personal Information 6.1 This Agreement is a license and is not a sale. The Software is the sole property of KPMG LLP and KPMG LLP retains all right, title, ownership rights, and intellectual property rights in and to the Software and any derivatives thereof. You agree to abide by the copyright laws and all other applicable laws of Canada and international treaties and laws of any country in which you use the Software. You acknowledge that the Software in source code form remains a confidential trade secret of KPMG LLP and you will secure and protect the Software. 6.2. Each party shall maintain as confidential and shall not disclose, publish, or use for purposes other than as intended in this Agreement the other party’s Confidential Information except to those employees, contractors, legal or financial consultants and auditors of the recipient and its affiliates who need to know such information in connection with the recipient’s performance of its rights and obligations under the Agreement and in the normal course of its business and who are bound by confidentiality terms no less stringent than the terms contained herein. “Confidential Information” shall include, but shall not be limited to, the Your data, the Software, the pricing and terms of this Agreement, benchmarks, statistics or information on the capabilities of the Software, financial information, business plans, the Confidential Deliverables (as defined herein), technology, marketing or sales plans that are disclosed to a party and any other information that is disclosed pursuant to this Agreement and reasonably should have been understood by the receiving party to be proprietary and confidential to the disclosing party because of (i) legends or other markings, (ii) the circumstances of disclosure, or (iii) the nature of the information itself. Each party shall protect such Confidential Information with reasonable care and no less care than it would exercise to protect its own Confidential Information of a like nature and to prevent the unauthorized, negligent, or inadvertent use, disclosure, or publication thereof. Notwithstanding anything else in this Agreement, either party may disclose Confidential Information in accordance with a judicial or governmental order, or as otherwise required by law, provided that the recipient either: (i) gives the disclosing party reasonable notice prior to such disclosure to allow the disclosing party a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. Notwithstanding the foregoing, neither party shall disclose any computer source code that contains Confidential Information in accordance with a judicial or other governmental order unless it complies with the requirement set forth in sub-section (i) of this Section 6. 6.3. Any administrative tools that may from time to time be used or provided by KPMG LLP to You to assist in setup of the Software and any other Documentation (collectively the “Confidential Deliverables”) are trade secrets of KPMG LLP and contain especially valuable Intellectual Property Rights. You shall limit access to Confidential Deliverables to those on a need to know basis and shall not duplicate this portion of the Documentation. 6.4. Breach of the obligations in Section 6 may cause irreparable damage to the disclosing party and therefore, in addition to all other remedies available at law or in equity, the disclosing party shall have the right to seek equitable and injunctive relief for such breach. In the event of any litigation to enforce or construe this Section 6, the prevailing party shall be entitled to recover, in addition to any charges fixed by the court, its costs and expenses of suit, including reasonable attorneys’ fees, costs and expenses. 6.5. Both parties agree to comply with all applicable privacy and data protection statutes, rules, or regulations governing the respective activities of the parties. You hereby consent to the use, processing and/or disclosure of Your data only for the purposes described herein and to the extent such use or processing is necessary for KPMG LLP to carry out its duties and responsibilities under this Agreement or as required by law. 7. Limitations, Warranties and Indemnifications 7.1. KPMG LLP shall not be obligated to provide maintenance or support services for the Software. Any such service may be available on a fee basis, as determined by KPMG LLP. Ultimately, you may be required to upgrade to a supported third party software product or release, hardware platform, framework, database or operating system configuration to continue using or accessing the Software. KPMG LLP shall not be responsible for any changes in your hardware or operating environment that may be necessary as a result of any workaround or fixes required. You acknowledge that any changes you elect to make to your operating environment may detrimentally affect the performance of the Software and KPMG LLP shall not be responsible for such effects upon, or any resulting degradation in performance of the Software. 7.2. KPMG LLP shall, at its expense, indemnify, defend and hold You harmless from and against any claim that the Software infringes an Intellectual Property Right; provided, however, that (a) You promptly notify KPMG LLP of any such claim, and (b) permit KPMG LLP to defend with counsel of its own choice, and (c) You give KPMG LLP such information and/or assistance in the defense thereof as KPMG LLP may reasonably request. If the Software is adjudged to infringe an Intellectual Property Right by a court of competent jurisdiction, KPMG LLP shall, at its expense and election either: (i) procure the right for You to continue using the infringing items, (ii) replace the infringing items with a functionally equivalent non-infringing product, (iii) modify the infringing items so that they are non-infringing, or (iv) terminate this Agreement and refund the unexpired portion of any fees paid. The provisions of Section 7.2 constitute the entire liability of KPMG LLP and sole remedy of You with respect to any claims or actions based in whole or in part upon infringement or violation of an Intellectual Property Right of any third party. 7.3. You represent and warrant that (a) You have the right to enter into this Agreement and perform Your obligations hereunder in the manner contemplated by this Agreement and the person accepting this Agreement has the power and authority to bind You, (b) this Agreement does not and shall not during the Term conflict with any other agreement entered into by You, and (c) use of the Software by You will not violate any applicable law or Your privacy policy. 7.4. THE SOFTWARE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTY. 7.5. KPMG LLP SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES AS TO THE SOFTWARE, DELIVERABLES AND ANY OTHER MATTER WHATSOEVER. IN PARTICULAR, BUT WITHOUT LIMITATION, KPMG LLP SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ANY OTHER WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NO KPMG LLP AGENT, CONTRACTOR OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATION TO THIS WARRANTY, UNLESS IN A SIGNED WRITING EXECUTED BY AN KPMG LLP EMPLOYEE WITH ACTUAL AUTHORIZATION TO BIND KPMG LLP. KPMG LLP DOES NOT WARRANT THAT THE SOFTWARE OR ANY PORTION THEREOF WILL OPERATE UNINTERRUPTED, WILL BE ERROR FREE OR THAT KPMG LLP WILL CORRECT ALL NON-MATERIAL ERRORS. 7.6. You acknowledge that You have made Your own independent assessments in relation to the Software and have determined, on Your own accord that the Software and related fault tolerance is appropriate for Your environment and uses notwithstanding any limitations, delays, and other problems inherent in the Software. You acknowledge that the Software may be subject to limitations, delays, and other problems which are beyond KPMG LLP’s control and that KPMG LLP shall have no liability for any delays, failures, or unavailability resulting from such problem. To the extent permitted by law, You shall indemnify, defend and hold KPMG LLP harmless from claims and demands of Your employees or former employees arising from Your use of the Software. 7.7. In no event shall either party be liable for any loss of profits, loss of use, loss of data, interruption of business or indirect, special, incidental or consequential damages of any kind in connection with or arising out of this Agreement, whether alleged as a breach of contract or tortious conduct. The limitation of liability specified in this paragraph applies regardless of the cause or circumstances giving rise to such losses or damages, including without limitation, whether the other party has been advised of the possibility of damages, the damages are foreseeable, or the alleged breach or default is a fundamental breach or breach of a fundamental term. 8. General Provisions 8.1. Neither party shall incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement, where such delay or failure is caused, in whole or in part, by a Force Majeure event. If a party asserts a Force Majeure event for failure to perform the party’s obligations, then the asserting party shall notify the other party of the event and take commercially reasonable steps to minimize the delay or damages caused by the Force Majeure event. 8.2. Any notice to be sent relating to this Agreement shall be in writing and shall be sufficiently given if personally delivered or if sent by facsimile transmission, e-mail, courier or other express mail service, postage prepaid, addressed to the party entitled or required to receive such notice at the address for such party set forth on the signature page hereof or at such other address as may be indicated from time to time. This Agreement may be modified or amended only by written instrument executed by the parties. This Agreement has been the subject of arm’s length negotiations and shall be construed as though drafted equally the parties. No terms, provisions or conditions of any purchase order or other document that You may use in connection with this Agreement shall have any effect on the rights, duties or obligations of either party. 8.3. No term or provision of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to or waiver of any different or subsequent breach. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. The headings and titles provided in this Agreement are for convenience only and shall have no meaning on the terms of this Agreement. This Agreement binds and enures to the benefit of the parties hereto and their respective successors and permitted assigns. The parties agree that reliable copies such as scanned or facsimile counterpart signatures are acceptable. 8.4. You shall not assign, sublicense or otherwise transfer this Agreement, in any way, without the prior written consent of KPMG LLP. You acknowledge that KPMG LLP may assign or transfer this Agreement to a third party at any time provided that written notice of such assignment is provided to You. 8.5. MODIFICATIONS TO THIS AGREEMENT MAY BE MADE BY KPMG LLP AT ANY TIME. THE MODIFIED AGREEMENT WILL BE EFFECTIVE IMMEDIATELY UPON POSTING ON OUR WEBSITE AND YOU AGREE TO THE NEW POSTED AGREEMENT BY CONTINUING THE USE OF THE SOFTWARE. WE WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF MODIFICATIONS THAT ARE MATERIAL TO YOUR USE OF THE SOFTWARE. IF YOU DO NOT AGREE WITH THE MODIFIED AGREEMENT, YOUR ONLY REMEDY IS TO (A) DISCONTINUE USING THE SOFTWARE, AS WELL AS ANY FREE TRIAL (IF APPLICABLE), AND (B) TERMINATE THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS, IN WHICH CASE THERE SHALL BE NO REFUND TO YOU OF ANY PREPAID FEES, IF APPLICABLE. 8.6. Each party shall be liable for breaches of its affiliates and contractors under this Agreement. Any dispute under or in connection with this Agreement or related to any matter which is the subject matter of this Agreement shall be subject to the exclusive jurisdiction of the courts of the Province of Saskatchewan, and shall be governed by and interpreted in accordance with Saskatchewan law, without regard to choice of law provisions. 8.7. EACH PARTY ACKNOWLEDGES THAT THE WARRANTY DISCLAIMERS, LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL BARGAINED FOR BASES OF THIS AGREEMENT AND THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. ** This agreement was published on 2019/03/29, please see the Adoxio website for up to date documentation.