1. SAAS SERVICES AND SUPPORT 1.1 Subject to the terms of this Agreement, the Company will use commercially reasonable efforts to provide the Customer with the Services in accordance with the Standard Service Level Terms attached as Appendix “B”. As part of the registration process, the Customer will identify an administrative user name and password for the Customer’s account. 1.2 Subject to the terms herein, the Company will provide the Customer with reasonable technical support with respect to the Services and in accordance with the terms set forth in Appendix “B”. 2. RESTRICTIONS AND RESPONSIBILITIES 2.1 The Customer will not directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (the “Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or for service bureau purposes or otherwise for the benefit of a third party; or, remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on the Customer premises or devices, the Company hereby grants the Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term of this Agreement only in connection with the Services. 2.2 The Customer represents, covenants and warrants that Customer will use the Services only in compliance with the terms of this Agreement and all applicable laws and regulations. The Customer hereby agrees to indemnify and hold harmless the Company against any damages, losses, liabilities, settlements and expenses (including without limitation to costs and solicitor’s fees) in connection with any claim or action that arises from a violation of the foregoing. 2.3 The Customer will not export or re-export any Company Software in violation of any law, regulation, order or other governmental requirement. 2.4 The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, other software, operating systems, networking, web servers and the like (collectively, the “Equipment”). The Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Customer account or the Equipment. 2.5 The Customer shall only use and make available the Services on its own public and private website. The Customer may allow third parties to link to portions of the Services. The Customer will not encourage or willingly enable third parties to materially reproduce or rebrand the Services through their own websites without prior consent of the Company. 3. CONFIDENTIALITY; PROPRIETARY RIGHTS 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party) to the Receiving Party. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use the Proprietary Information (except in performance of the Services or as otherwise permitted herein) or divulge to any third party any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any Proprietary Information in the following circumstances: (a) the Proprietary Information is or becomes generally available to the public, (b) the Proprietary Information in the Receiving Party’s possession was known to it prior to receipt from the Disclosing Party, (c) the Proprietary Information was rightfully disclosed to it without restriction by a third party, (d) the Proprietary Information was independently developed, or (e) the Proprietary Information is required to be disclosed by law. 3.2 The Customer shall own all right, title and interest in and to Customer Data, as well as any data that is based on or derived from Customer Data and provided to the Customer as part of the Services. The Company shall own and retain all right, title and interest in and to: (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology designed or developed by Sliq in connection with the Services, and (c) all intellectual property rights related to any of the foregoing. 3.3 For the purpose of this Agreement, “Customer Data” includes any of the Customer’s content streamed on the Company’s servers (including all audio and video recordings of the proceedings of the Customer), all of the Customer’s entries into the Company’s databases and all information provided by the Customer to the Company in connection with the authorization of users. 4. PAYMENT OF FEES 4.1 Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department. 4.2 The Company will bill through an invoice. Full payment for invoices must be received by Company 25 days from receipt of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, as well as all collection expenses. Failure to remit payment may result in the termination of this Agreement. The Customer shall be responsible for all applicable sales taxes associated with Services as well as any other applicable permitting or content licensing fees. 4.3 Company may from time to time inform Customer of inflationary fee increases up to 2% annually with 30 days advance notice. Any fee increases above 2% will be communicated in writing by Company to Customer ninety (90) days in advance. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon ninety (90) days prior notice to Customer (which may be sent by email). 5. TERM AND TERMINATION 5.1 Subject to earlier termination as provided below, this Agreement shall continue for the Term specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term. 5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice, if the other party materially breaches any of the terms or conditions of this Agreement. The Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, subject to the Customer account being in good standing, the Company will make all Customer Data available to the Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company is obligated to delete any stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers and limitations of liability. 5.3 Within 15 working days of the last day on which the Services are provided, the Customer will return to Company equipment provided by the Company, if any, and remove all Company provided software from its systems. 6. WARRANTY AND DISCLAIMER 6.1 The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and the Company shall perform the Services in a professional and competent manner. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. The Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. Except as expressly set forth in Appendix “B” of this Agreement, the Services are provided “as is” and the Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. 7. LIMITATION OF LIABILITY 7.1 Notwithstanding anything to the contrary, except for bodily injury of a person, the Company and its suppliers (including, but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this Agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; or for any matter beyond the Company’s reasonable control; or for any amounts that, together with amounts associated with all other claims, exceed the fees paid by customer to company for the services under this agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not company has been advised of the possibility of such damages. 8. MISCELLANEOUS 8.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 8.2 The terms and conditions contained herein override and apply notwithstanding any provision in the remainder of this Agreement with respect to: limitation of liability, warranty and hold harmless. 8.3 This Agreement is not assignable, transferable or sublicensable by the Customer except with the Company’s prior written consent. The Company may transfer and assign any of its rights and obligations under this Agreement without consent of the Customer. 8.4 No agency, partnership, joint venture, or employee-employer relationship is created as a result of this Agreement and the Customer does not have any authority of any kind to bind the Company in any respect whatsoever. 8.5 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. 8.6 This Agreement shall be governed by the laws of the State of Company and/or the Province of Quebec the state or province of the Customer’s recorded address without regard to its conflict of law provisions.