MASTER SAAS SUBSCRIPTION AND SERVICES TERMS AND CONDITIONS

THIS MASTER SAAS SUBSCRIPTION AND SERVICES AGREEMENT (“Agreement”) is entered into as of __________, 20__ (the “Effective Date”) by and between ________________________, a _______________ corporation having offices at _________________________________________________, on behalf of its subsidiaries and Affiliates (collectively referred to as the “Customer”) and Intelex Technologies Inc. ("Intelex") having its primary address at 70 University Avenue, Suite 800, Toronto, Ontario, Canada M5J 2M4. Each individually is a “Party” and together they are the “Parties”.

Customer and Intelex hereby agree as follows:

1. SCOPE
   • These terms and conditions apply to Customer’s use of Intelex’ Software-as-a-Service-based subscription services (“SaaS”), professional and support services, along with any related work product (such SaaS, professional and support services and work product, collectively, the “Intelex Platform”) and the EHSQ Alliance ordered by Customer under an order form, statement of work, or other ordering document issued by Intelex (including any online form, which Customer agrees is subject to acceptance or rejection by Intelex) specifying the services to be provided hereunder (“Order”). 
   • These terms and conditions and all Orders (collectively, the "Agreement") represent the parties' entire understanding regarding the Intelex Platform and the EHSQ Alliance and shall control over any different or additional terms of any purchase order or other non-Intelex ordering document, and no terms included in any such purchase order or other non-Intelex ordering document shall apply to the Intelex Platform or the EHSQ Alliance. In the event of a conflict between the terms and conditions of this Agreement and an Order, the terms of the Order shall control.
   • Purchase Order Requirements: If Customer provides a Purchase Order (“PO”) to Intelex, Intelex shall reference the Purchase Order Number in the applicable Order. Customer expressly agrees that terms and conditions provided under such PO shall be of no force and effect. Customer will provide any required purchase orders promptly on signing of the Order.

2. Definitions
   • “Affiliates” means the Customer and any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Customer.
   • “Aggregate Data” means Anonymous Data along with data derived from compiling, combining or incorporating such Anonymous Data with or into other similar data and information available, derived or obtained from other customers, clients, licenses or user of Intelex, or otherwise to permit Intelex to provide the EHSQ Alliance
   • “Anonymous Data” means the anonymous statistical and usage data related to the Intelex Platform and the EHSQ Alliance that is derived from the anonymization and aggregation of Customer Data
   • “Authorized Users” means those employees, agents and independent contractors of the Customer who are authorized by the Customer to use the Intelex Platform in accordance with the number and types of users as set out in the Order.
   • “Bulletins” means the data, templates, information content, images and materials that Customer shares through the broadcast feature of the EHSQ Alliance solely to EHSQ Alliance users within its organization.
   • “IP Claim” means any claim suit or proceeding filed against Customer by any third party to the extent that such claim, suit or proceeding asserts that the Intelex Platform infringes any intellectual property rights of such third party in Canada or the United States.
   • “Confidential Information” means all confidential information disclosed by a party (the “Disclosing Party”) to the other party (the “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 the disclosure, and includes the terms and conditions of this Agreement and all Orders as well as business and marketing plans, technology and technical information, product plans and designs and business processes disclosed by such party, and where Disclosing Party is Intelex shall include the Intelex Platform, but does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Where the Disclosing Party is the Customer, Confidential Information shall not include any information provided by the Customer through the public forums on Intelex Community or any successor site, Aggregate Data or Bulletins provided or shared through the EHSQ Alliance.
   • “Default Storage Capacity” means the maximum allowable aggregate size of the Customer Data that may be stored on the Intelex Platform, which is 50 gigabytes, and the maximum allowable aggregate size of the Customer Data that may be stored in the ACTS Service production and non-production environment, which is 100 gigabytes. Additional storage capacity may be purchased as provided under an applicable Order Form.  Additional storage capacity may be purchased as provided under an applicable Order Form.
   • “Documentation” means as related to the SaaS, the documentation on SaaS specifications made available to Customer via an Intelex online portal.
   • “Customer Data” means all electronic data or information submitted by Customer to be stored or processed in the Intelex Platform but does not include Bulletins and Aggregate Data.
   • “Posts” means the data, templates, information content, images and materials that Customer, Intelex or third parties share through the broadcast feature of the EHSQ Alliance to all members of the EHSQ Alliance.
   • “Taxes” means any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction.
   • “EHSQ Alliance” means the social platform for individuals and organizations to share content which includes but is not limited to best practices, tools, templates and Aggregate Data which is integrated with the Intelex Platform.

3. ACCESS TO INTELEX PLATFORM
   • Right to Use Intelex Platform: Intelex grants the Customer, subject to the terms and conditions of this Agreement, a non-assignable, non-transferable (except as explicitly provided in this Agreement), non-exclusive right to permit Customer’s Authorized Users to access and use the Intelex Platform and the EHSQ Alliance solely for the Customer’s internal business purposes, subject to any specific usage restrictions set forth in the Order.
   • Service Level Agreement and Support: Intelex will provide the Intelex Platform and related Support Services (as defined in the Service Level Terms) in accordance with the Service Level Terms set out below.
   • Services: Intelex will provide any required implementation and professional services as listed in the Order (the “Professional Services”).
   • Data Protection: Intelex will maintain administrative, physical and technical safeguards designed for the protection of the security, confidentiality and integrity of Customer Data, including measures designed to prevent access, use, modification or disclosure of Customer Data by Intelex personnel, except (i) as required to provide the Intelex Platform and prevent or address service or technical problems, or (ii) as compelled by law in accordance with Section 8.1.
   • Hosting: Hosting services may be provided by a Hosting Partner which is a subcontractor of Intelex. Subject to the terms of this Agreement, Intelex shall be responsible for the actions of the Hosting Partner, to the extent that such actions are directly related to the services provided to Customer.

4. CUSTOMER RESPONSIBILITIES WITH RESPECT TO THE INTELEX PLATFORM
   • Intelex Platform: Except as expressly provided herein, Customer agrees that it will not itself, and will not permit others to: (i) sub-license, sell, rent, lend, lease or distribute the Intelex Platform or any intellectual property rights in the Intelex Platform or otherwise make the Intelex Platform available to others other than the Customer and its Authorized Users; (ii) modify the Intelex Platform in any way not authorized by Intelex; (iii) use the Intelex Platform in violation of any applicable law or for any purpose or in any manner not expressly permitted in this Agreement or the applicable Order, including, without limitation to reverse engineer, de-compile, disassemble or create any derivative works of the Intelex Platform not authorized by Intelex; (iv) remove or obscure any proprietary notices or labels on the Intelex Platform; or (v) infect the Intelex Platform with viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Intelex Platform.
   • Other Responsibilities: The Customer shall ensure that: (i) the maximum number and type of Authorized Users that will be permitted to use the Intelex Platform and their mode of access shall comply with the applicable Order; (ii) the Authorized Users will use the Intelex Platform in accordance with the terms and conditions of this Agreement and the applicable Order; and (iii) its network and systems used in conjunction with the Intelex Platform comply with the Documentation that may be updated from time to time.  Customer is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Intelex’ data centres, and maintaining the security of its equipment and account access passwords. If either party discovers that Customer has exceeded the applicable number and type of Authorized Users in the applicable Order, or that the aggregate size of the Customer Data has exceeded the Default Storage Capacity, such party will immediately notify the other party, and Customer will pay Intelex its then-current fees for such overage up to that point.  Thereafter, Intelex may either (a) require Customer to either bring its usage within the limits of such restrictions or (b) increase Customer’s permitted number of Authorized Users, or Default Storage Capacity (subject to continued payment of such fees for such overage).
   • Customer Data: Customer acknowledges that responsibility for the collection of Customer Data is the sole and exclusive responsibility of Customer. Customer acknowledges that Intelex is not responsible in any way for any intellectual property infringement or violation or the violation of any third party’s rights or the violation of any laws, including but not limited to infringement or misappropriation of copyright, trademark or other property right of any person or entity, arising from or relating to the Customer Data. In relation to all personal data comprised within the Customer Data, Customer warrants that such personal data shall have been obtained and supplied to Intelex in compliance with applicable laws, including but not limited to data protection legislation and Customer warrants that is has obtained all necessary consents and approvals from users that are necessary to permit Intelex to provide the services under this Agreement. Customer further agrees to not use the Intelex Platform to store, process or transmit any sensitive financial information, including but not limited to any account number, credit or debit card number (with or without any required security code) or password that would permit access to an individual’s financial account, and Intelex disclaims responsibility for any such data.

5. EHSQ ALLIANCE
   • Customer may upload Bulletins or Posts through the EHSQ Alliance. Customer warrants that it has all appropriate rights to use the Bulletins or Posts and provide them through the EHSQ Alliance. Customer will ensure that the Bulletins and Posts uploaded will (i) be in compliance with the Customer’s applicable codes and policies; (ii) not breach any laws or regulation; (iii) not breach the terms of this Agreement; and (iv) not be infected with viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any Intelex products.
   • Intelex provides Customer with certain pre-populated Bulletin templates that Customer may modify and share within its organization. Intelex may share certain other content and materials through the EHSQ Alliance via Posts. Customer understands that Posts have been developed by Intelex or third parties, and Customer agrees and acknowledges that when Customer uses or shares Posts, Customer does so at its own risk. Customer agrees to respect and not modify any intellectual property in the content of any Post that may be provided by Intelex or third parties, unless such permissions are expressly provided by Intelex or such third party, respectively.
   • Customer permits Intelex to store and reformat the (i) Bulletins so that Intelex may share them through the EHSQ Alliance solely to Customer’s organization; or (ii) Posts so that Intelex may share them through the EHSQ Alliance to other members of the EHSQ Alliance. Customer shall not include any personal information (as defined by applicable data privacy laws and regulations) in any Post or Bulletin and Customer agrees that Intelex will not be responsible for any liability related to personal information included in any such Post or Bulletin by Customer.

6. PAYMENT AND INVOICING
   • Fees: SaaS and Authorized Users are purchased on a subscription basis (“Subscriptions”) for an annual subscription fee (the “Subscription Fee”) as specified in the Order. Additional Subscriptions may be added during the Subscription Term (as defined below). Fees for Professional Services will be as set out in the applicable Statement of Work.
   • Invoicing and Payment: All fees are invoiced in advance, unless otherwise set out in the Order. Unless otherwise stated in the Order, invoiced charges are due within thirty (30) days from receipt of invoice. Payment obligations are non-cancelable and fees paid are non-refundable except as otherwise set out in this Agreement.
   • Late Payment: If any amounts are not received by the date specified on the Order (unless subject to good faith dispute), such charges shall accrue late interest at the rate of 1.5% compounded (19.6% per annum) of the outstanding balance per month or the maximum rate permitted by law (whichever is lesser), from the date the payment was due until the date paid; and Intelex may, without limiting its other rights and remedies, suspend Customer’s access to the Intelex Platform, in whole or in part, until such amounts are paid in full.
   • Taxes: Unless otherwise stated, fees do not include any Taxes. Customer is responsible for paying all Taxes associated with the purchases under the Order. If Intelex has the obligation to pay or collect any Taxes associated with the Order for which Customer is responsible, the appropriate amount shall be included in the invoice and Customer agrees to pay such amount. For clarity, Intelex is solely responsible for taxes assessable against it based on its income, property or employees.

7. PROPRIETARY RIGHTS
   • Intelex Platform: Subject to the limited rights expressly granted hereunder, Intelex reserves all rights, title and interest in and to the Intelex Platform and all modifications and improvements to the Intelex Platform and the EHSQ Alliance (including Aggregate Data), plus all related intellectual property rights. Except as expressly stated in this Agreement, this Agreement does not grant Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Intelex Platform or the EHSQ Alliance.
   • Customer Data: Customer reserves all rights, title and interest in and to the Customer Data, and subject to the limited rights granted by Customer hereunder, Intelex acquires no right, title or interest from Customer under this Agreement in or to Customer Data or any intellectual property rights therein. Customer grants Intelex a limited license to copy, transmit, display and modify such Customer Data, solely as necessary for Intelex to provide services to Customer under this Agreement, as well as to derive Aggregate Data in connection with providing the EHSQ Alliance.

8. CONFIDENTIALITY
   • Confidentiality: The Receiving Party shall: (i) protect the Disclosing Party’s Confidential Information using the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care); (ii) not use (except to perform its obligations hereunder or exercise its rights hereunder) or disclose to any third person any such Confidential Information, and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to such Confidential Information to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less than those herein. If the Receiving Party is required by law to make any disclosure of such Confidential Information, the Receiving Party, if permitted by law, shall first give written notice of such requirement to the Disclosing Party, and shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and reasonably cooperate with the Disclosing Party in seeking to obtain such protection.  Each party may also confidentially disclose the terms and conditions of this Agreement to actual or potential financing sources or acquirers.
   • Feedback: To the extent Customer provides any suggestion, idea, enhancement requests, recommendations or comments (“Feedback”), such Feedback will not be considered Confidential Information and Intelex will have the unrestricted right to use, profit from, disclose, publish or otherwise exploit any Feedback without any compensation to Customer. Customer shall have no intellectual property rights in any developments arising from any Feedback.
   • Usage and Performance: Data collected by Intelex for the purpose of monitoring usage and performance of the Intelex Platform by Customer will not be considered Confidential Information and shall only be utilized for the legitimate interest of delivering the Intelex Platform to Customer.

9. WARRANTIES
   • SaaS Warranty: Intelex warrants that the SaaS, as delivered, shall perform materially in accordance with the specifications contained in the then current Documentation that relates to the SaaS. In the event of any breach of the warranty in this sub-section during the term of this Agreement, Intelex shall, as its sole liability and Customer’s sole remedy, diligently remedy such deficiencies that cause the SaaS to not conform to this warranty. If Intelex determines that it is unable to remedy such deficiencies, Intelex may terminate that portion of the applicable Order affected and refund to Customer a pro rata amount of the fees actually paid by the Customer to Intelex for the unused Subscription Term of the defective SaaS.
   • Professional Services: Intelex warrants that the Professional Services and Support Services will be performed in a professional and workmanlike manner consistent with applicable industry standards. Customer’s sole and exclusive remedy with respect to this warranty will be that Intelex shall correct the breach of this warranty within a commercially reasonable period, provided that Customer reports any warranty claims to Intelex within thirty (30) days of the delivery of the related Professional Services or Support Services.
   • GENERAL DISCLAIMER: EXCEPT FOR THE EXPRESS WARRANTIES SET OUT IN THIS SECTION, INTELEX MAKES NO OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION THAT OPERATION AND ACCESS OF THE INTELEX PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR SATISFACTORY QUALITY OR THOSE ARISING FROM STATUTE OR USAGE OF TRADE.

10. INDEMNIFICATION FOR INTELLECTUAL PROPERTY INFRINGEMENT
    • Intelex will defend at its expense any IP Claim and will pay all costs and damages finally awarded against Customer by a court of competent jurisdiction or any settlement amounts finally agreed to by Intelex as a result of any such IP Claim, provided that Customer (i) promptly notifies Intelex in writing of such IP Claim, (ii) transfers sole control of the defense of the IP Claim and all negotiations leading to a settlement or resolution (provided that Customer will have the right to reasonably participate, at its own expense, in the defense of any such IP Claim); and (iii) fully co-operates with and assists Intelex in the defense of such IP Claim.
    • If a IP Claim arises, or in Intelex’ opinion, may arise, Intelex may at its sole option and in its sole discretion (i) replace or modify that portion of the Intelex Platform so as to avoid the IP Claim; (ii) procure the right for Customer to continue the use of the Intelex Platform, or (iii) terminate that portion of the applicable Order corresponding to the IP Claim and refund to Customer a pro rata amount of the fees actually paid by the Customer to Intelex for the unused Subscription Term of such Order.
    • The foregoing indemnities will not apply to any IP Claim based upon or arising from (i) any unauthorized use or modification of the Intelex Platform; (ii) use of the Intelex Platform in combination with any software, data, content or hardware not provided or required by Intelex, to the extent the IP Claim relates to the combination or (iii) any work product based on specifications provided by Customer to the extent the IP Claim related to such work product created based on those specifications.
    • THE FOREGOING REPRESENTS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND INTELEX’S ENTIRE LIABILITY AND OBLIGATION WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT.

11. LIMITATION OF LIABILITY
    • TO THE EXTENT ALLOWED BY LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES HOWEVER CAUSED, INCLUDING LOST PROFITS AND REVENUES OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT PAID BY CUSTOMER IN THE TWELVE MONTHS PRECEDING THE DATE OF THE CLAIM LEADING TO SUCH LIABILITY.
    • SECTION 11.2 SHALL NOT APPLY TO (i) CUSTOMER’S PAYMENT OBLIGATIONS FOR THE INTELEX PLATFORM UNDER THIS AGREEMENT; (ii) ANY BREACH OF SECTION 1; (iii) INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.1; OR (iv) EITHER PARTY’S FRAUD, WILFUL MISCONDUCT OR GROSS NEGLIGENCE.

12. TERM AND TERMINATION
    • Term: The term of this Agreement shall be for the subscription term set out in the first Order under this Agreement (the “Initial Term”). The Agreement will automatically renew for additional periods of one year (the Initial Term along with any renewal periods being the “Subscription Term”) unless either party gives notice of non-renewal at least 60 days before the end of the Subscription Term. Additional Subscriptions purchased on any subsequent Order will co-terminate with the Subscription Term.
    • Termination: If either party fails to substantially comply with any material provision of this Agreement or any Order, and such breach has not been cured within thirty (30) days after receipt of written notice thereof, the non-breaching party may terminate this Agreement or the affected Order. Upon expiration or termination of this Agreement, (a) Customer shall cease any further use of the Intelex Platform or Documentation, (b) each Receiving Party will return or destroy, at the Disclosing Party’s option and upon written request, the Disclosing Party’s Confidential Information in the Receiving Party’s possession or control, (c) all fees that have accrued as of such expiration or termination, and Sections 5, 7, 3, 10, 11, 12 and 13, will survive any expiration or termination of this Agreement or the affected Order and (d) if this Agreement or an Order is terminated due to Intelex’s uncured breach, Intelex will refund to Customer a pro rata amount of the fees actually paid by the Customer to Intelex for the unused Subscription Term of the affected Order.
    • Return of Customer Data: Upon Customer’s written request, where such request must be made within thirty (30) days following expiration or termination of this Agreement, Intelex shall return Customer Data to Customer via a secure FTP and in an industry standard database format at no cost to Customer. All Customer Data shall be deleted by Intelex within ninety (90) days of expiration or termination of this Agreement.
    • Transition Services: Intelex may provide transition services to Customer, upon expiration or termination of this Agreement, under an applicable statement work and at Intelex’ then current fee rate for such Professional Services.
13. GENERAL
    • Assignment: Neither party may assign this Agreement nor any rights or obligations herein without the other party’s prior written approval, except that either party may assign this Agreement to a successor to substantially all of its assets or business related to this Agreement or an Affiliate. Any purported assignment in violation of this Section shall be void.
    • Miscellaneous: Notices to Intelex provided must be addressed to the Legal Department of Intelex and emailed to legal@intelex.com. Notices to Customer may be deliver to the contact information for Customer provided in the Order.  This Agreement shall be governed by the domestic laws of the Province of Ontario, Canada, and the courts of that province shall have the exclusive jurisdiction over all matters arising under this Agreement. The parties expressly exclude application of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Conventions, 1980).  If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
    • Force Majeure Event: No delay, failure or default, will constitute a breach of this Agreement, to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or nature, strikes or other labour disputes, riots or other causes beyond the performing party’s reasonable control (collectively, a “Force Majeure Event”).
    • Third Party Applications: Third-party applications purchased by Customer through Intelex or otherwise shall not be governed by this Agreement. For clarity, the ACTS|Field service utilizes ProntoForms which is a third-party application.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS.

Service Level Agreement Terms

1. ADDITIONAL DEFINITIONS
   • “Business Day” means any week day of the year (Monday through Friday) except for the following: New Year’s Day (January 1), and Christmas Day (December 25).
   • “Defect” means any error, problem or malfunction of the SaaS such that the SaaS does not conform to the Documentation.
   • "Downtime" means any period where the SaaS is not available to the Authorized Users, excluding Exempt Downtime.
   • “Exempt Downtime” means Downtime that is (i) scheduled maintenance time necessary to implement any updates, upgrades or other modifications to the SaaS or perform routine, emergency or ad hoc maintenance activity and for which Intelex has provided Customer with reasonable advance notice; or (ii) is caused by failure of equipment not included in the SaaS infrastructure, including but not limited to, interruption of failure or telecommunication or digital transmission links, hostile network attacks, network congestion, denial of service attacks, failure of the Internet generally, or any action or inaction of the Customer or any third party.
   • “Hosting Partner” means a third-party provider of hosting services that operates a certified hosting center equivalent to SSAE16 Type II SOC2 certification.
   • “Response” means an acknowledgment of the Notification, as defined in Section 3.5 of these Service Level Agreement Terms, and assignment of a support representative to investigate the related Defect.
   • “Update” means a release of the SaaS containing improvements and adjustments to the SaaS made at Intelex’ sole discretion, however not including major structural changes and/or new important features.
   • “Upgrade” means the release of a version of the SaaS containing major changes to the structure and functionality of the SaaS made at Intelex’ sole discretion, where important new features may be added.

2. Availability
   • The SaaS shall be available 99.9% of the time, as calculated monthly on a 24 hour / 7 day basis and excluding any Exempt Downtime.
   • If Intelex fails to meet the availability commitment as per section 2.1, Customer, shall, as its sole and exclusive remedy for such failure, be entitled to a credit as follows:

Service Credits will be applied on the next invoice for the Subscription Fee. The total Service Credits for any Subscription Term will not exceed the Subscription Fee for that Subscription Term.

3. Support Services
   • Support Hours: Intelex shall provide Support Services every Business Day from the hours of 4:00 am EST to 8:00 pm EST.
   • “Support and Maintenance Services” means (i) online support to Customer’s system administrator users relating to technical issues, errors or problems with the SaaS; (ii) access to online resources via the online Intelex customer portal; (iii) notification of and access to Intelex release patches and Documentation released by Intelex; and (iv) notification of and access to Updates and Upgrades of the SaaS. Support and Maintenance Services do not include new applications and modules released by Intelex that include significantly different features and functionality, which are packaged and licensed as separate applications and modules.
   • Supported versions: Intelex will provide Support and Maintenance Services for the most current version and the immediately previous version of the SaaS released by Intelex to its customers and for the environments as described in the Platform Support Policy, as may be amended from time to time.
   • Items not covered by Support and Maintenance Services: Intelex is not obligated to provide Support and Maintenance Services for errors or problems caused by the following: (i) third-party components not provided by Intelex, including Customer’s infrastructure and network; (ii) use of the SaaS other than in a recommended environment described in the Platform Support Policy available as may be amended from time to time; (ii) training or walk-throughs of the SaaS, change requests, end user requests or troubleshooting with end users; or (iii) continued use of a version of the SaaS for which Support and Maintenance Services in not provided in accordance with Section 3.3 above.
   • Notification: If Customer suspects that a Defect exists in the SaaS, Customer will notify Intelex (the “Notification”) (i) through the online ticketing tool on Intelex Community, but, in the event that the online ticketing system is unavailable, Customer may call the Intelex offices using the contact information at https://www.intelex.com/contact-us; and (ii) for Severity 1 Defects that Customer detects after Support Services Hours, Customer may call (416) 847 8985. The Notification shall describe the nature of the suspected Defect and provide details of the circumstances of its occurrence sufficient, at Intelex’ discretion, for Intelex to be able to reproduce the suspected Defect.
   • Service Levels: The Service Levels provided under this Section 3.6 do not apply to the Intelex Asset & Compliance Tracking System (“ACTS”) service that may be purchased by Customer or the EHSQ Alliance. The applicable ACTS Service Levels are provided under Annex A of this Agreement. Intelex offers the following service levels for its Support Services:

4. Customer Obligations

Customer agrees to provide Intelex with all information and materials requested by Intelex, including reasonable access to the SaaS to enable replicating, diagnosing and correcting a Defect reported by Customer. Support that requires Intelex to attend at Customer’s premises shall be at Customer’s expense.  Customer acknowledges that Intelex’ ability to provide satisfactory Support Services is dependent on Intelex having the information necessary to replicate the reported problem with the SaaS.

Annex A – Asset & Compliance Tracking System Service Levels

ACTS Service Levels: The Service Levels provided under this Annex only apply to ACTS services. Intelex offers the following service levels for its Support Services for the ACTS service: