Aprio Software Licensing Agreement

This Software Licensing Agreement (“Agreement”) is entered into by and between:

1. “Customer”

and

2. Aprio Inc., with a business address at 1090 – 1090 West Georgia Street, Vancouver BC V6E 3V7, Canada (“Aprio”, together with Customer, the “Parties” and either one of them, a “Party”)

WHEREAS Aprio wishes to provide, and the Customer wishes to access and use, the Aprio board portal software and related services on the terms and conditions of the Agreement.

NOW THEREFORE in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. The Aprio Services; Fees

1.01 Subject to and conditioned on Customer’s compliance with the terms and conditions of this Agreement, Aprio shall use commercially reasonable efforts to provide to Customer the Services as defined and set forth in Schedule A in accordance with the terms and conditions of this Agreement.

1.02 Subject to and conditioned upon Customer’s payment of the Fees as defined and set forth in Schedule A of this Agreement and Customer’s compliance with the terms and conditions set forth in this Agreement, Aprio hereby grants to Customer and Customer hereby accepts from Aprio a non-exclusive, non-transferable, non-sublicensable, fee-bearing, and limited license during the Term to: (A) access and use, for internal purposes only and solely by and through those individuals authorized to use the Software in accordance with Schedule A (the “Authorized Users“), the Software as defined in Schedule A; and (B) view, download and make reasonable copies of any user manuals, handbooks, guides, and other materials provided or made available by Aprio in connection with the Services (collectively, the “Documentation”) solely for Customer’s internal purposes and in connection with Customer’s access and use of the Software.

1.03 Customer acknowledges that some of Aprio’s duties and obligations under this Agreement may be provided by one or more vendors of Aprio. For example, at the date of this Agreement, Aprio’s cloud services is provided via Microsoft Azure operated by the Microsoft Corporation. Customer hereby authorizes Aprio to provide such vendors information provided by or relating to Customer to the extent necessary to provide the Services to Customer in accordance with this Agreement.

1.04 In exchange for the provision of the Services, Customer shall pay to Aprio the Fees set forth in Schedule A in accordance with the payment terms set forth in Schedule A.

2. Use of the Aprio Services

2.01 Customer shall designate an administrator (the “Administrator”) who will have the authority, on behalf of Customer to:

(A) register an Aprio account for Customer (the “Customer Account”);

(B) administer Customer’s internal access, use controls, and user-password process; and

(C) manage data, text, documents, files, software, sound, photographs, graphics, video, messages, or other materials submitted by or for Customer to the Software (collectively, “Customer Content”).

2.02 Once logged in to the Customer Account, the Administrator will be able to authorize access, input and change Customer Content, and other Authorized Users will be able to access Customer Content and perform various functions in accordance with the terms and conditions of this Agreement.

2.03 Customer acknowledges that Aprio may, directly or indirectly through the services of third parties, collect and store information regarding use of the Software and about equipment through which the Software is accessed and used, through: (A) the provision of the Services, and (B) technical measures included in the Software. Customer agrees that Aprio may use such information for any purpose including but not limited to: (x) improving the performance of the Software or developing updates thereto; (y) verifying Customer's compliance with the terms of this Agreement and enforcing Aprio's rights, including any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (collectively, “Intellectual Property Rights”) in and to the Software; and (z) providing benchmarking and other analytic information regarding use of the Software in a de-identified manner.

3. Obligations and Conduct

3.01 Customer acknowledges and agrees that it is entirely responsible for:

(A) providing accurate, current, and complete information as may be prompted by a registration form for the Customer Account or otherwise required to access and use the Services by all Authorized Users (the "Registration Data");

(B) maintaining the confidentiality of all passwords and identifications associated with the Customer Account;

(C) maintaining and promptly updating the Registration Data, and any Customer Content provided to Aprio, to keep them accurate, current and complete; and

(D) complying with all the terms and conditions of this Agreement including be responsible and liable for all uses of the Software and Documentation through access thereto provided by Customer, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Customer is responsible and liable for all actions and failures to take required actions with respect to the Software, Documentation and Services by its Authorized Users or by any other person to whom Customer or an Authorized User may provide access to or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.

3.02 Except as otherwise provided in this Agreement, Customer accepts all risks of unauthorized access to Customer Content and Registration Data. Aprio will not be liable for any loss that may incur as a result of any unauthorized access to or use of the Customer Account, either with or without Customer’s knowledge.

3.03 Customer is entirely responsible for all Customer Content that is uploaded, posted or otherwise transmitted to or via the Software. Except with the prior written consent of Aprio, Customer shall not, and shall require its Authorized Users not to, directly or indirectly, upload, post or otherwise transmit via the Aprio portal, content that:

(A) is harmful, obscene, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to reasonable standards;

(B) includes unauthorized disclosure of personal information;

(D) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or

(E) violates any law, regulation, rule or standard of any jurisdiction in which Customer resides or operates. When requested by a government authority or if necessary to preserve the technical security of Aprio’s system, as determined by Aprio in its sole discretion, Aprio reserves the right to immediately and without notice, remove content (including Customer Content) that violates this Agreement.

3.04 Except with the prior written consent of Aprio, Customer shall not, and shall require its Authorized Users not to, directly or indirectly:

(A) misrepresent its identity, or misappropriate the identity of anyone else or any other company or organization;

(B) forge headers or otherwise manipulate identifiers (including URLs) to disguise the origin of any content transmitted through the Software;

(D) engage in activities that would violate any fiduciary relationship, any applicable state, national or international law, or any regulations having the force of law;

(E) send unsolicited emails or communications to any person or entity other than an Authorized User;

(F) collect or store personal information in violation of this Agreement or Customer’s privacy policies and practices;

(G) use (including make any copies of) the Software or Documentation beyond the scope of the license granted under Section 1.02;

(H) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;

(I) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof;

(J) use in any manner any names, trademarks, or other identifiers that Aprio uses in association with its products or service;

(K) use the Software or Documentation in violation of any law, regulation, or rule; or

(L) use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that Customer knows or reasonably ought to know may commercially disadvantage Aprio.

4. Customer Content and Access

4.01 Aprio does not have ownership of Customer Content and shall have no obligation of any kind with respect to Customer Content other than as expressly provided herein.

4.02 Aprio will:

(A) Open the Customer Account following registration; and

(B) initialize the identification of the Administrator, and generate a random password to be changed to a confidential password by the Administrator on his or her initial access to the Customer Account. Customers must have an active identification and password to access Customer Content.

4.03 Upon request by Customer (the “Service Request”), Aprio will provide certain support services to Customer with respect to the Software. The provision of such support services may require Authorized Users to provide Aprio with their identifications and passwords, and either:

(A) the right to view limited portions of the Customer Content for such limited time as necessary to fulfill the Service Request; or

(B) establish a defined audit of use based on the Administrator’s instructions and authority.

Except in accordance with this Section, Aprio will not access the identification or password of any Authorized User, or any of the Customer Content, without prior express authorization of Customer.

4.04 Aprio will retain a general description of the Service Request including the type of matter, type of problem, and steps used to resolve the issue, along with the date and authorized personnel involved.

5. Notices and Delivery of Email

5.01 Aprio may provide Customer notice of:

(A) changes to this Agreement;

(B) changes to features or functions of the Software or the Services; or

via email using the e-mail address most recently registered with Aprio or by posting general notices or links to notices on the Aprio website located at https://aprioboardportal.com/ (the “Site”). If posted on the Site, Customer will have been deemed to have been received notice within five working days of posting.

5.02 Aprio will deliver all written notices to Customer at the e-mail address most recently registered with Aprio. In the event an email transmission fails, notice will be deemed received after five attempted transmissions.

6. Term; Modification, Suspension and Termination of Services

6.01 This Agreement shall become effective on the date this Agreement signed by both Parties and, unless terminated earlier in accordance with the provisions hereof, will continue in effect for three years (the “Initial Term”). This Agreement will automatically renew for additional successive one year term unless earlier terminated in accordance with the provisions hereof or either Party gives the other Party written notice of non-renewal thirty (30) days prior to the expiration of the then current term (the “Renewal Term” and, together with the Initial Term, the “Term”).

6.02 APRIO RESERVES THE RIGHT AT ANY TIME TO MODIFY, SUSPEND THE SERVICES (OR ANY PART THEREOF), AND/OR CUSTOMER USE OF OR ACCESS TO THE SERVICES, FOR THE PURPOSES OF PRODUCT UPGRADES, RESOLUTION OF TECHNICAL DIFFICULTIES, AND GENERAL MAINTENANCE ACTIVITIES. Aprio will make commercially reasonable best efforts to provide reasonable advance notice of such action. If such advance notice is provided, Aprio will ensure that during the period of notice, the Administrator has complete access to and the unfettered ability to download, delete, destroy or wipe out Customer Content from Aprio’s servers. Following the end of the notice period, and during the period of modification or suspension of the Services, Customer will not have access to Customer Content on Aprio’s servers. Aprio will not be liable to Customer, or any third party for any modification, or suspension of the Services, or any loss of related information and Customer Content.

6.03 This Agreement may be terminated as follows:

(A) In the event of a material breach of this Agreement, the non-breaching Party may terminate this Agreement by providing thirty (30) days prior written notice to the breaching Party specifying the material breach and requiring that it be cured during the notice period or else the non-breaching Party may terminate this Agreement upon the conclusion of the notice period; provided, however, that this Agreement shall not terminate if the breaching Party has cured the breach prior to the expiration of such thirty (30) day period. For the purpose of this Agreement, a material breach means a breach of any of the obligations, terms, conditions, and/or covenants of this Agreement by a Party which materially and substantially affects the ability of one or both of the Parties to achieve the anticipated outcomes of this Agreement and includes, but is not limited to, breaches of Sections 3, 4, 8 and 11, and any charge owing by Customer under this Agreement that is ninety (90) or more days overdue.

(B) Customer may, in Customer Customer’s discretion, terminate this Agreement at any time upon thirty (30) days’ prior written notice to Aprio.

(C) Either Party may terminate this Agreement immediately upon provision of notice to the other Party, (A) upon the institution by the other Party of insolvency, receivership or bankruptcy proceedings; (B) upon the institution against the other Party by a third party of insolvency, receivership or bankruptcy proceedings, if such proceedings are not dismissed within 30 days of the other Party's receipt of notice of such proceedings against it; or (C) upon the other Party's making an assignment for the benefit of creditors of all or substantially all of its assets.

6.04 Effect of Termination.

(A) Upon termination of this Agreement, all licenses granted herein shall be null and void and Customer shall cause all Authorized Users to immediately cease all use of the Software.

(B) Upon termination of this Agreement, or upon Customer request at any time, Aprio will immediately and without further notice to Customer delete and remove from Aprio’s servers identification of, references to and access to the Customer Account and all Customer Content (the "Deletion"). Within four (4) weeks of the Deletion, all Customer Content will be permanently deleted, destroyed, wiped out, or overwritten from available backup files on Aprio’s servers.

(C) All payment obligations under this Agreement that have accrued prior to the termination of this Agreement will be payable in full on the 30th day following termination.

(D) If the Agreement is terminated by Customer pursuant to Section 6.03(A), Aprio will refund to Customer the Annual Fee (as defined in Schedule A) paid in advance for Services that Customer has not used as of the effective date of termination. If the Agreement is terminated pursuant by Customer pursuant to Section 6.03(B), Aprio will refund to Customer the Annual Fee (as defined in Schedule A) paid in advance for Services that Customer has not used as of the effective date of termination less an administration fee of 25% of the Annual Fee.

(E) The rights and obligations of the Parties under Sections 2.03, 4.01, 5, 8, 9 10 and 13 and other provisions that by their nature are intended to survive the termination of this Agreement will survive the termination of this Agreement.

7. Third Party Content and Links

7.01 Subject to the terms and conditions of this Agreement, Customer may link to any third-party website through its Customer Account. Aprio will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any content, goods or services available on or through any third-party websites or resources.

7.02 Aprio may provide a link to Customer’s website on the Site, and may include Customer’s logo, trademarks, or other identifiers on the Site in connection such link, for the purpose of identify Customer as a customer of the Software.

7.03 Customer may find links to references to resources and websites provided by third parties on the Site. Customer acknowledges and agrees that such links are provided for convenience only, that the inclusion of such links does not imply endorsement by Aprio, that Aprio is not responsible for the availability of such third-party websites or resources, and that Aprio is not responsible or liable for any content, advertising, products, or other materials on or available through such third party websites or resources or the use or reliance on same.

8. Intellectual Property Rights

8.01 Customer acknowledges and agrees that the Software and Documentation are provided under license, and not sold, to Customer. Customer does not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Aprio and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to Customer in this Agreement.

8.02 Customer shall use its commercially reasonable efforts to safeguard the Software and Documentation (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Customer shall promptly notify Aprio if Customer becomes aware of any infringement of Aprio's Intellectual Property Rights and fully cooperate with Aprio, at Aprio’s cost and expense, in any legal action taken by Aprio to enforce its Intellectual Property Rights.

8.03 Governance materials and content of governance commentators available on the Site or provided through links on the Site are the intellectual property of their respective providers. ANY SUCH MATERIALS ARE PROVIDED FOR INFORMATION PURPOSES ONLY AND MUST NOT BE RELIED UPON. Customer’s independent professionals’ advice is required to apply governance concepts to Customer’s operations and regulatory context.

8.04 Aprio acknowledges and agrees that all Customer Content and Registration Data and all Intellectual Property Rights therein are and will be continued to be owned by Customer and its licensors. Customer hereby grants to Aprio a non-exclusive, non-transferable, non-sublicensable, and royalty free license, during the Term, to host, copy, transfer, reproduce, distribute, transmit, display, and otherwise use Customer Content and Registration Data solely as necessary to perform Aprio’s obligations hereunder. Except as expressly provided under this Agreement, Aprio does not have, and does not receive under this Agreement, any rights in or to any Customer Content or Registration Data.

8.05 If Customer believes that any Consumer Content or any information or materials of a third party is accessed or used without authorization on or through the Site, Customer may contact Aprio through the support button on the Site.

8.06 Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to Intellectual Property Rights, whether by estoppels, implication, or otherwise.

9. Disclaimer of Warranties

9.01 CUSTOMER’S USE OF THE SERVICES AND THE SOFTWARE IS AT CUSTOMER’S SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, APRIO EXPRESSLY DISCLAIMS ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, APRIO MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES THAT THE SERVICES, THE SITE OR ANY MATERIALS, PRODUCTS OR SERVICES OBTAINED FROM THE SITE WILL MEET CUSTOMER'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

9.02 WITHOUT LIMITING THE FOREGOING OF SECTION 9.01, CUSTOMER ASSUMES ALL RISK FOR ANY DAMAGE TO CUSTOMER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT OR INFORMATION FROM THE SITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

10. Limitation of Liability; Indemnification

10.01 TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL APRIO OR ANY OF ITS LICENSORS OR SERVICE PROVIDERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICES; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; AND APRIO SHALL NOT, FOR ITSELF OR ITS LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, DIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT APRIO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF APRIO EXCEEDS THE BASE FEE PAID BY CUSTOMER HEREUNDER DURING THE CONTRACT YEAR IN WHICH THE CLAIM ACCRUED. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF CUSTOMER'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

10.02 Customer shall indemnify, defend and hold harmless Aprio and its subsidiaries, affiliates, shareholders, officers, directors, agents, suppliers, employees and representatives from and against any and all claims, demands, expenses (including reasonable legal fees and expenses), losses, fines, penalties and damages due to or arising out of Customer Content, Customer’s use of the Services, or Customer’s violation of this Agreement.

11. Privacy

11.01 Customer hereby consents to the collection, use, disclosure, storage and other processing by Aprio of Registration Data and other personal information provided by Customer to Aprio pursuant to the Privacy Statement in Schedule B and the other terms of this Agreement and in accordance with Aprio's Privacy Policy, available at https://aprioboardportal.com/privacy-policy/.

11.02 Customer agrees that it is solely responsible for ensuring compliance with all applicable laws and regulations respecting the collection, use, disclosure and processing of personal information, as may be uploaded to or stored on via the Customer Account as part of Customer Content. Customer hereby acknowledges such personal information is within the control of Customer throughout the Term.

12. General Conditions

12.01 This Agreement including all schedules attached hereto constitute the entire agreement between the Parties relating to the subject matter hereof, and supersedes any and all prior and contemporaneous agreements, including any prior versions of this Agreement, concerning the same subject matter. No modification by Customer to the Terms of Use will be binding, unless in writing and signed by an authorized Aprio representative.

12.02 Customer agrees that any breach of Sections 3 and 8 of this Agreement will result in irreparable harm to Aprio for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Aprio will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. Customer waives any requirement for the posting of a bond or other security if Aprio seeks such an injunction.

12.03 This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to rules for conflict of law and without regard to the United Nations Convention on Contracts for the International Sale of Goods. Any action arising out of or related to this Agreement shall be instituted exclusively in the courts located at Vancouver, British Columbia, Canada, and each Party irrevocably submits to the exclusive jurisdiction of such courts.

12.04 No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement.

12.05 If any provision of this Agreement is held invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction.

12.06 Neither Party shall assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, without the other Party’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. This Agreement is and shall at all times be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

12.07 Aprio shall not be liable for any failure or delay in performance under this Agreement to the extent said failures or delays result from causes beyond Aprio’s reasonable control and occurring without its fault or negligence, including, without limitation natural disasters (earthquakes, hurricanes, floods, store, fire, etc.); wars, riots or other major upheaval; or civil disturbances or other internet terrorist or hacker activities causing general internet breakdown, or the prolonged general unavailability of necessary power, utilities or raw materials; in each case, provided that Aprio gives Customer written notice thereof and uses commercially reasonable efforts to cure the delay or mitigate the failure to perform.

12.08 This Agreement may be executed in two or more counterparts, and each counterpart will be deemed an original, but all counterparts together constitute a single instrument.