OKIOK SUBSCRIPTION AGREEMENT
NOTICE TO CUSTOMER

This Master Subscription Agreement (the "Agreement") governs customer’s acquisition of a license to use OKIOK software and services and complementary materials.

If Customer registers for a free trial of OKIOK software or services, the applicable provisions of this agreement will also govern the free trial.

The Customer must read this Agreement carefully before indicating an acceptance of this Agreement.

By accepting this agreement, by 1) clicking a box indicating acceptance, 2) executing an order form that references this agreement, or 3) using free Software or Services, customer agrees to the terms of this agreement. If the individual accepting this agreement is accepting on behalf of a company or other legal entity, such individual represents that they have authority to bind such entity and its affiliates. If the individual accepting this agreement does not have such authority or does not agree with the terms and conditions of this Agreement, the Customer must not accept this agreement and may not use the Software or Services.

The date at which the Customer accepts the terms of this Agreement is herein referred to as the "Delivery Date".

OKIOK Data Ltd. (herein "OKIOK") and Customer agree as follow:

1. [DEFINITIONS]

	“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

	“Agreement” means this Master Subscription Agreement.

	“Content” means information obtained by OKIOK from publicly available sources or its third party content providers and made available to Customer through the Services, Beta Services or pursuant to an Order Form, as more fully described in the Documentation.

	“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.

	“Customer Data” means electronic data and information submitted by or for Customer to the Services, excluding Content and Non-OKIOK Applications.

	“Documentation” means the applicable Software and Service’s usage guides and policies, as updated from time to time.

	“Free Software and Services” means Software and Services that OKIOK makes available to Customer free of charge. Free Software and Services exclude Software and Services offered as a free trial and Purchased Software and Services.

	“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

	“Non-OKIOK Application” means any Web-based, mobile, offline or other software application functionality that interoperates with a Software or Service, that is provided by Customer or a third party.

	“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and OKIOK or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

	“Purchased Software and Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal, as distinguished from Free Services or those provided pursuant to a free trial.

	“Software and Services” means the software products and services that are ordered by Customer under an Order Form or online purchasing portal, or provided to Customer free of charge (as applicable) or under a free trial, and made available by OKIOK, including associated OKIOK offline or mobile components, as described in the Documentation. “Software and Services” exclude Content and Non-OKIOK Applications.

	“OKIOK” means Okiok Data ltd.

	“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Software or Service, for whom Customer has purchased a subscription (or in the case of any Software or Services provided by OKIOK without charge, for whom a Software or Service has been provisioned), and to whom Customer (or, when applicable, OKIOK at Customer’s request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.

	2.[GRANT OF LICENSE] Subject to the terms and conditions of this license Agreement, OKIOK hereby grants the Customer a worldwide, non-assignable, non-exclusive license to use the Software and Services for internal purposes only. The term "Software and Services" shall also include any upgrades, modified versions or updates of the Software and Services provided to the Customer at OKIOK's discretion.

	3. [PROVISION OF PURCHASED SOFTWARE AND SERVICES] OKIOK will (a) make the Software and Services and Content available to Customer pursuant to this Agreement, and the applicable Order Forms and Documentation, (b) provide applicable OKIOK standard support for the Purchased Software or Services to Customer at no additional charge, and/or upgraded “Premium” support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which OKIOK shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond OKIOK’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving OKIOK employees), Internet service provider failure or delay, Non-OKIOK Application, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to OKIOK’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s use of the Services in accordance with this Agreement, the Documentation and the applicable Order Form.

	4. [PROTECTION OF CUSTOMER DATA] OKIOK will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users).

	5. [EXPORT OR DOWNLOAD OF CUSTOMER DATA] Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, OKIOK will make Customer Data available to Customer for export or download. After such 30-day period, OKIOK will have no obligation to maintain or provide any Customer Data, and will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.

	6. [OKIOK PERSONNEL] OKIOK will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with OKIOK’s obligations under this Agreement, except as otherwise specified in this Agreement.

	7. [FREE TRIAL] If Customer enters an agreement with OKIOK for a free trial, OKIOK will make the applicable Software or Service(s) available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by Customer for such Service(s), or (c) termination by OKIOK in its sole discretion. Additional trial terms and conditions may apply. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA CUSTOMER ENTERS INTO THE SOFTWARE OR SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SOFTWARE OR SERVICES BY OR FOR CUSTOMER, DURING CUSTOMER’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SOFTWARE OR SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SOFTWARE OR SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD.
NOTWITHSTANDING THE “WARRANTIES”, “DISCLAIMERS” AND “INDEMNIFICATION” SECTIONS BELOW, DURING THE FREE TRIAL THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND OKIOK SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SOFTWARE AND SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE OKIOK’S LIABILITY WITH RESPECT TO THE SOFTWARE AND SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $1,000.00.
8. [USAGE LIMITS] Software, Services and Content are subject to usage limits specified in Order Forms and Documentation. If Customer exceeds a contractual usage limit, OKIOK may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding OKIOK’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Software, Services or Content promptly upon OKIOK’s request, and/or pay any invoice for excess usage in accordance with the “Payment” section below.

	9. [CUSTOMER RESPONSIBILITIES] Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-OKIOK Applications with which Customer uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Software and Services, and notify OKIOK promptly of any such unauthorized access or use, (d) use Software and Services only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Non-OKIOK Applications with which Customer uses Software or Services. Any use of the Software or Services in breach of the foregoing by Customer or Users that in OKIOK’s judgment threatens the security, integrity or availability of OKIOK’s SOFTWARE or SERVICES, may result in OKIOK’s immediate suspension of the license for use of the Software or Services, however OKIOK will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

	10. [USAGE RESTRICTIONS] Customer will not (a) make any Software, Services or Content available to anyone other than Customer or Users, or use any Software, Services or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form (b) modify, adapt, translate, reverse engineer, decompile, disassemble, re-engineer or otherwise create or discover or attempt to create or discover or permit, authorize, allow or assist others to create or discover the source code of the Software or Services, or its structural frame work or to use the Software, Services or Content in whole or in part for any purpose except as expressly provided under this Agreement.

	11. [INTEGRATION WITH NON-OKIOK APPLICATIONS] The Software and Services may contain features designed to interoperate with Non-OKIOK Applications. OKIOK cannot guarantee the continued availability of such Service 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 Non-OKIOK Application ceases to make the Non-OKIOK Application available for interoperation with the corresponding Software or Service features in a manner acceptable to OKIOK.

	12. [ADDITIONAL COPIES] In the case where Customer purchased a license to use a Software, Customer may make additional copies of the Software only for back-up or archival reasons. The Customer shall not modify the Software. The Customer shall not use the Software otherwise than as expressly authorized herein.
Customer may also store or install copies of the Software on a storage device, such as a network server, used only to install or run the Software on Customer`s virtual or physical computers, over an internal network; however, except for one non-production instance allowed by the base license, Customer must acquire and install a sufficient number of server licenses to cover each separate virtual and physical computer on which Software is installed or run from the storage device. A license for the Software may not be shared or used concurrently on different computers.

	13. [OWNERSHIP AND INTELLECTUAL PROPERTY] The Software and Services and any intellectual property rights therein are and shall remain the exclusive property of OKIOK throughout the world and any third party material that is part of the Software, Services and Content and any intellectual property rights therein are and shall remain the exclusive property of their owners and no title to these shall pass to the Customer hereunder.
For more certainty, the Customer shall have no rights in any intellectual property of OKIOK other than the license granted under this agreement.

	14. [LICENSE BY CUSTOMER TO OKIOK] Customer grants OKIOK, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Non-OKIOK Applications and program code created by or for Customer using a Service or for use by Customer with the Services, and Customer Data, each as appropriate for OKIOK to provide and ensure proper operation of the Software and Services and associated systems in accordance with this Agreement. If Customer chooses to use a Non-OKIOK Application with a Software or Service, Customer grants OKIOK permission to allow the Non-OKIOK Application and its provider to access Customer Data and information about Customer’s usage of the Non-OKIOK Application as appropriate for the interoperation of that Non-OKIOK Application with the Software or Service. Customer grants OKIOK the right to copy and re use as its sole discretion program code, scripts, parameters and any other configuration material required to ensure proper operation of Software and Services with non-OKIOK Applications. Subject to the limited licenses granted herein, OKIOK acquires no right, title or interest from Customer or its licensors under this Agreement in or to any other Customer Data, Non-OKIOK Application or such program code.

	15. [FEEDBACK] Customer may, in its sole discretion, provide feedback regarding the Services or the Software, including, but not limited to, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Services and/or the Software (collectively, the "Feedback"). OKIOK shall be entitled to use the Feedback for any purpose whatsoever without notice, restriction or compensation of any kind to the Customer.

	16. [TRANSFER] Neither this Agreement nor any rights or license granted hereunder may be assigned or otherwise transferred by the Customer. The Customer shall not cause or permit the loan, rental, lease, transfer of possession (whether by sale, exchange, operation of law or otherwise), electronic transmission or save as otherwise provided hereunder, time-sharing of the Software or Services nor shall the Customer provide, disclose or otherwise make available the Software or Services to any third party. Any transfer of rights, duties, and promises provided for in this Agreement, if any, are void and are not opposable to OKIOK.

	17. [EXPORT RESTRICTIONS] The software may be subject to Canadian export laws and regulations. Exports and re-exports of the Product and associated encryption technology are subject to the Canadian export control laws and might be subject to export or import laws in other countries. Customer shall comply with all then current Export and Import laws, rules and regulations of Canada and any other relevant country pertaining to the Product. These laws include restrictions on destinations, end users and end use.
	
	18. [WARRANTIES] OKIOK warrants that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) OKIOK will not materially decrease the overall security of the Software and Services, (c) the Software and Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-OKIOK Applications” section above, OKIOK will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Term and Termination” section below.

	19. [DISCLAIMERS] OKIOK MAKES NO WARRANTIES NOR GRANTS ANY RIGHT OF RETURN RELATING TO SOFTWARE PRODUCT(S) AND SERVICES EXPRESS OR IMPLIED. THE SOFTWARE AND SERVICES ARE BEING DELIVERED TO THE CUSTOMER AS IS AND OKIOK DISCLAIMS AND EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE. NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE PERFORMANCE OF THE SOFTWARE AND SERVICES OTHER THAN AS PROVIDED IN THIS AGREEMENT.

	20. [INDEMNIFICATION] OKIOK AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMER AGAINST ALL DAMAGES, LOSSES, COSTS, EXPENSES OR LIABILITIES, INCLUDING ATTORNEYS FEES (THE “LOSSES”), SUFFERED OR INCURRED BY CUSTOMER OR ITS DIRECTORS, OFFICERS, EMPLOYEES AND REPRESENTATIVES AS A RESULT OF OR IN CONNECTION WITH A THIRD PARTY CLAIM ALLEGING THAT THE USE OF THE SOFTWARE OR SERVICES BY CUSTOMER INFRINGES UPON THE INTELLECTUAL PROPERTY RIGHTS OF SUCH THIRD PARTY. OKIOK’S INDEMNIFICATION OBLIGATIONS ARE SUBJECT TO OKIOK TAKING CHARGE OF THE DEFENSE.

	21. [FEES] Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Software, Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

	22. [PAYMENT] Payment of fees related to this Agreement shall be invoiced to the Customer upon OKIOK's delivery of the Software, or provision of access to the Services or in advance upon a subscription renewal of the license for the continued use of the Software or Services, as the case may be.
Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to OKIOK and notifying OKIOK of any changes to such information.

	23. [OVERDUE CHARGES] If any invoiced amount is not received by OKIOK by the due date, then without limiting OKIOK rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) OKIOK may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Payment” section above.
The Customer agrees to pay for all reasonable costs (including reasonable attorneys’ fees) incurred in collecting past due amounts under this Agreement. In addition to any payments due to OKIOK under this Agreement, the Customer will pay all applicable taxes except for income taxes based upon OKIOK's net income.

	24. [GOVERNING LAW AND GENERAL PROVISIONS] This Agreement will be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, excluding those provisions relating to conflicts of laws and excluding the United Nations Convention on Contracts for the International Sale of Goods, if applicable. If any part of this Agreement is found void and unenforceable, the balance of the Agreement shall remain valid and enforceable according to its terms. The Customer agrees that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the Canadian Export Control Act, or any other export laws, restrictions, or regulations. OKIOK and the Customer hereby irrevocably attorn to the jurisdiction of the courts of the Province of Quebec or of the Federal Court of Canada sitting in such province.

	25. [CONFIDENTIAL INFORMATION] Means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of OKIOK includes the Services and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.
A party’s Confidential Information shall not include information that: (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (iv) is independently developed by the other party.

	26. [NON-DISCLOSURE] By virtue of this Agreement, the parties may have access to information that is confidential to one another “Confidential Information” as defined above.
The parties agree to hold each other’s Confidential Information in confidence for a period of three (3) years following the termination of this Agreement. The parties agree, unless required by law, not to make each other’s Confidential Information available in any form to any third party for any purpose other than the implementation of this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
Customer agrees to allow OKIOK to mention Customer`s name in promotional material on its Web site and in other formats and to act as reference as may be requested from time to time by OKIOK, subject to approval from customer.

	27. [LIMITATION OF LIABILITY] IN NO EVENT SHALL OKIOK'S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TERMINATION OF THIS AGREEMENT EXCEED THE PAYMENT CHARGES ASSOCIATED WITH THIS AGREEMENT, EXCEPT FOR OKIOK'S CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DAMAGES RELATED TO LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

	28. [MODIFICATION OF THE AGREEMENT] This Agreement may only be modified in writing, by an authorized officer of OKIOK.

	29. [TERM AND TERMINATION] This Agreement shall come into force on the Delivery Date and shall be renewed automatically for one-year periods, unless either party provides notice of non-renewal at least sixty (60) days prior to each anniversary of the Delivery Date.

If the Customer breaches any of the terms of this Agreement and fails to cure the breach within thirty (30) days after notification of such breach, OKIOK may terminate the Agreement and the Customer's right to use the Software without any right to a refund of the fees paid by the Licensee.

	30. [SURVIVING PROVISIONS] The sections titled ”Payment”, “Confidential Information”, “Non-disclosure”, “Disclaimers,” “Indemnification,” “Limitation of Liability,” “Payment,” “Export or download of customer data”, “Surviving Provisions” and “Governing Law and General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for so long as OKIOK retains possession of Customer Data.

April 19 2022