Access to, and use of, Shadow Research's Services is subject to, and expressly conditioned upon, acceptance of these Terms of Service (the "Agreement") by Customer. The Agreement constitutes a legally binding agreement between Customer and Shadow Research Inc., a corporation duly organized under the laws of Canada, with its principal place of business located at 201-5325 Saint-Denis Street Montreal, Quebec H2J 2M4 ("Shadow Research"). By indicating its acceptance of this Agreement or by accessing or using Shadow Research's Services, Customer agrees to be bound by all terms and conditions contained herein. If you do not agree to the terms of this Agreement, do not access or use the Services.

INTENDING TO BE LEGALLY BOUND, THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS

1.1 The following terms have the following meanings:

"Confidential Information" means all confidential or proprietary information of a party (the "Disclosing Party") disclosed 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 disclosure. Without limiting the scope of this confidentiality undertaking, the parties acknowledge and agree that: (a) Customer Confidential Information includes the Customer Data; (b) Shadow Research Confidential Information includes the Services and the terms and conditions of this Agreement, pricing and other terms set out in Order Forms, and (c) Confidential Information of each party includes marketing plans, budgets, financial information, technology, technical information, methods, processes, techniques, designs, computer programs and other business information disclosed by such party.

"Customer" means the entity or person identified in the applicable Order Form.

"Customer Data" means, excluding Shadow Research Confidential Information, all data unique to Customer which is submitted, posted, displayed, or transmitted to Shadow Research through Customer's use of the Services.

"Disclosing Party" has the meaning set out in Section 1.1.

"Documentation" means any written or electronic documentation, images, video, text or sounds describing or explaining the features and functionality of the Services provided or made available by Shadow Research to Customer.

"End Users" means Customer's employees or consultants who are authorized by Customer to access and use the Services.

"Feedback" has the meaning set out in Section 4.1.

"Force Majeure Event" has the meaning set out in Section 10.10.

"Order Form" means a document that is subject to this Agreement and is executed by Customer and Shadow Research and that confirms and documents the nature and type of subscriptions to Services purchased by Customer, the applicable fees as well as other commercial and business terms, as the case may be.

"Services" means Shadow Research's proprietary AI-powered automation engine further described in the applicable Order Form as well as any other associated professional services described therein. The expression "Services" also includes: (a) all proprietary technology (software, hardware, algorithms, codes, processes, user interfaces, know-how, techniques, templates, designs and other tangible or intangible technical material or information) of Shadow Research, its licensors and service providers used by Shadow Research to provide its online proprietary AI-powered automation engine, (b) system administration, system management, and system monitoring activities performed by Shadow Research in connection with the online proprietary AI-powered automation engine made available by Shadow Research; and (c) associated technical support and software maintenance regarding such online proprietary AI-powered automation engine.

"Services Output" means the output generated by the Services as a result of Customer's use of the Services, but excludes Customer Data.

"Receiving Party" has the meaning set out in Section 1.1.

"Subscription Term" has the meaning set out in Section 9.1.

"Shadow Research Parties" has the meaning set out in Section 4.1.

2. SERVICES

2.1 Provision of Services.

Shadow Research will make the purchased Services available to Customer and its End Users pursuant to the terms of this Agreement and the applicable Order Form and allow Customer to access and use the Services during the Subscription Term. Shadow Research may from time to time update, enhance and improve the Services but agrees not to make any changes to the Services during the Subscription Term that would result in a material reduction of the content or functionality of the Services. Customer's use of the Services includes the right to access all features and functionality available in the purchased Services during the Subscription Term. Subsequent enhancements to the Services made generally available to all subscribing customers will be also made available to Customer at no additional charge. This Agreement will also apply to any updates to the Services as well as to upgrades and new modules or offerings provided by Shadow Research to Customer as part of any subsequently purchased Services.

2.2 Order Forms.

Each Order Form will constitute a separate contract, incorporating the terms and conditions of this Agreement, but entered into (including with respect to the terms of this Agreement) as of the date of each applicable Order Form. Each Order Form will be governed exclusively by the terms of this Agreement. For purposes herein, the term "Agreement" includes the Order Forms, unless the context suggests otherwise.

2.3 Availability.

Subject to the terms and conditions set out in Schedule A, Shadow Research will host and operate the infrastructure to make the Services available to Customer 24 hours a day, 7 days a week within minimal downtime and deploy commercially reasonable efforts to achieve the quarterly availability target set out in Schedule A.

2.4 Technical Support.

Shadow Research will provide technical support for the Services through email, telephone, and online meetings in accordance with Schedule A.

2.5 Use of Customer Data.

Subject to this Agreement, including Shadow Research's confidentiality obligations, Customer hereby authorizes Shadow Research to use the Customer Data and perform such acts with respect to the Customer Data as is necessary for Shadow Research to provide the Services to Customer. For clarity, Shadow Research will not use the Customer Data for any purpose other than providing the Services and as specifically authorized herein.

2.6 Services Output.

Shadow Research grants Customer a perpetual, non-exclusive worldwide, and fully-paid right and license to use and modify the Services Output (including creating derivative works therefrom) and distribute it to clients and third-parties. Due to the nature of the Services and artificial intelligence generally, Services Output may not be unique and other users or clients may receive similar output from the Services.

2.7 Data Security, Privacy and Personal Information Protection.

Shadow Research agrees to maintain administrative, physical and technical safeguards for the protection of the confidentiality and integrity of Customer Data and will process personal information contained in the Customer Data in accordance with the provisions of Schedule B.

2.8 Customer's Responsibilities.

2.8.1 Permitted Use, Restrictions.

Customer must not allow access to, or use of, the Services by anyone other than End Users. Customer is responsible for its End Users' compliance with this Agreement and for its End Users' use of the Services. Customer agrees that it will not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit the Services or make the Services available to any third party, other than to End Users or as otherwise authorized under this Agreement; (b) use the Services to collect, transmit or process any material that is infringing, obscene, threatening, libelous, or otherwise unlawful or tortious, including material that is harmful to children or violates third party privacy rights; (c) use the Services to send, store, publish, post, upload or otherwise transmit any malware, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; (d) interfere with or disrupt the integrity or performance of the Services; (e) attempt to gain unauthorized access to the Services or their related systems or networks; (f) use or knowingly permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Services; (g) access the Services for the purpose of building a similar or competitive product; (h) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code or modify the Services.

2.8.2 Customer Data.

Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Customer represents and warrants that it has obtained all rights, permissions, and consents necessary for the collection, processing, use and transfer of the Customer Data in conjunction with Shadow Research's provision of the Services.

3. FEES AND PAYMENT TERMS

3.1 Fees.

Customer agrees to pay the fees specified in each Order Forms, in the currency specified in each Order Form. All amounts payable under this Agreement will be paid without setoff or counterclaim, and without any deduction or withholding.

3.2 Invoicing and Payment.

Invoicing and payment terms are as set forth in the applicable Order Form and all fees paid are non-refundable.

3.3 Suspension of Service.

If any amounts owed by Customer for the Services are 30 or more days overdue, Shadow Research may, without limiting Shadow Research's other rights and remedies, suspend Customer's and its End Users' access to the Services until such amounts are paid in full.

3.4 Late Payments.

If a payment is not received when due, Shadow Research may charge late fees at the rate of 1.5% per month (19.56% per year), and Customer hereby agrees to pay for such fees.

3.5 Taxes.

The amount of all fees specified in an Order Form are exclusive of all applicable taxes, assessments, tariffs, duties or other fees imposed, assessed or collected by or under the authority of any governmental body (collectively, "Taxes") and Customer is solely responsible for the payment of all such Taxes, arising from Shadow Research' provision of the Services hereunder, except any taxes assessed on Shadow Research's income. If Shadow Research is legally required to collect from Customer and remit Taxes related to Customer's use of the Services hereunder, Customer agrees to promptly reimburse Shadow Research for any amounts paid by Shadow Research.

4. OWNERSHIP RIGHTS

4.1 Services.

Shadow Research, and the service providers used by Shadow Research to provide and deliver the Services (together the "Shadow Research Parties") own, or are authorized to use and exploit, all rights, titles and interests in and to the Services, including all related intellectual property rights. Shadow Research reserves all rights not expressly granted to Customer under this Agreement. Neither Customer nor any End User will delete or in any manner alter the copyright, patents, trademark, and other proprietary notices of Shadow Research appearing on the Services or any portion thereof. Additionally, Shadow Research can freely and without compensation use suggestions, enhancement or improvement requests, recommendations or other feedback provided by Customer and its End Users relating to the Services ("Feedback"), and Customer hereby grants Shadow Research an irrevocable, worldwide, royalty-free right to use or implement all Feedback (or any portion of it), including all intellectual property rights associated with it.

4.2 Customer Data.

As between Shadow Research and Customer, Customer is the owner of all rights, titles and interests in and to the Customer Data.

4.3 Statistical Information and Algorithmic Training.

Shadow Research may monitor Customer's use of the Services and use data related to Customer's use yet only in an aggregate and anonymous manner, to compile statistical and performance information related to the provision and operation of the Services or to support benchmarking or the development of future features of the Services. Shadow Research may also use, and Customer hereby grants Shadow Research an irrevocable, worldwide and royalty-free right to use, the Customer Data for the purpose of supporting the benchmarking or development of new features or products, the training of machine learning models and algorithms in an anonymized and de-identified fashion or the maintenance, development and improvement of the Services generally. Customer agrees that Shadow Research may make such aggregated and anonymous information publicly available, provided that such information does not incorporate any information or data that may trace back and/or identify Customer, its Confidential Information or Customer's clients and their information. Shadow Research is the owner and retains all intellectual property rights in such de-identified, statistical and performance information.

5. CONFIDENTIALITY

5.1 Treatment of Confidential Information.

The Receiving Party must use the same degree of care to protect the confidentiality of the Disclosing Party's Confidential Information that it uses to protect its own Confidential Information (but in no event less than reasonable care) and must not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's written consent.

5.2 Exceptions.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (ii) is already known to the Receiving Party at the time of its disclosure by the Disclosing Party, without a breach of any obligation owed to the Disclosing Party; (iii) following its disclosure to the Receiving Party, is received by the Receiving Party from a third party without breach of any obligation owed to the Disclosing Party; or (iv) is independently developed by the Receiving Party.

5.3 Compelled Disclosure.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, regulation or legal process. Unless such compelled disclosure is to enforce the provisions of this Agreement, the Receiving Party must, however: (i) provide the Disclosing Party with prompt written notice of the requirement to disclose, (ii) provide the Disclosing Party with reasonable assistance in the event the Disclosing Party wishes to oppose or contest such disclosure, and (iii) limit its disclosure to what is strictly required by law, regulation or legal process.

5.4 Injunctive Relief.

The Parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Disclosing Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief.

6. WARRANTIES AND DISCLAIMERS

6.1 Warranty.

Each party warrants that it has the legal authority to enter into this Agreement. Shadow Research warrants to Customer that the Services will be performed in a professional manner and will materially conform with the relevant Documentation. Customer's sole remedy, and Shadow Research's entire liability, for a breach of this warranty will be to repair the Services within a commercially reasonable timeframe to bring them substantially into conformance with the relevant Documentation.

6.2 DISCLAIMERS.

THE ONLY WARRANTIES FOR THE SERVICES ARE SET OUT IN SECTION 6.1 AND THE SHADOW RESEARCH PARTIES DO NOT FORMULATE ANY OTHER WARRANTIES IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET OUT IN SECTION 6.1 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SHADOW RESEARCH PARTIES EXPRESSLY DISCLAIM ALL IMPLIED AND LEGAL WARRANTIES. THE SHADOW RESEARCH PARTIES DO NOT REPRESENT OR WARRANT THAT: (A) CUSTOMER'S EMPLOYEES, CONTRACTORS AND OTHER PERSONS THAT WILL BE USING SERVICES WILL ACHIEVE SPECIFIC OR ANTICIPATED RESULTS FROM THEIR USE OF THE SERVICES; IN OTHER WORDS, WHILE SHADOW RESEARCH BUILDS ITS SERVICES USING GOOD PRACTICES IN THE RELEVANT FIELDS, SHADOW RESEARCH ULTIMATELY HAS NO CONTROL OVER HOW WELL THE SERVICES AND SERVICES OUTPUT ARE USED BY CUSTOMER AND THE CONSEQUENCES SUCH USE OR MISUSE MAY GENERATE; (B) THE SERVICES WILL PROVIDE OR GENERATE ACCURATE OR USEABLE RESULTS, RESPONSES OR OUTPUTS; (C) THE SERVICES WILL BE FREE FROM VIRUS OR MALWARE; (D) THE SERVICES OUTPUT WILL NOT VIOLATE APPLICABLE LAWS OR THAT OR THAT ANY CUSTOMER DATA WILL BE SECURE OR NOT LOST OR ALTERED; OR (E) THE SERVICES WILL BE ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, THIRD PARTY SERVICES, ARTIFICIAL INTELLIGENCE TOOLS OR ENGINES, AND ELECTRONIC COMMUNICATIONS. THE SHADOW RESEARCH PARTIES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

6.3 ADDITIONAL DISCLAIMERS RELATING TO THE SERVICES OUTPUT.

ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ARE RAPIDLY EVOLVING FIELDS OF STUDY. WHILE SHADOW RESEARCH STRIVES TO IMPROVE THE SERVICES TO MAKE THEM MORE ACCURATE AND RELIABLE, GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, USE OF THE SERVICES MAY RESULT IN SERVICES OUTPUT THAT DOES NOT ACCURATELY REFLECT FACTS. CUSTOMER HEREBY UNDERSTANDS AND AGREES THAT: (A) CUSTOMER USES THE SERVICES OUTPUT AT ITS OWN RISK; (B) THE SERVICES OUTPUT MAY NOT ALWAYS BE ACCURATE AND CUSTOMER SHALL NOT RELY ON THE SERVICES OUTPUT AS A SOLE SOURCE OF INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE; (C) CUSTOMER MUST EVALUATE THE SERVICES OUTPUT FOR ACCURACY AND APPROPRIATENESS FOR ITS USE CASES, INCLUDING USING HUMAN REVIEW AS APPROPRIATE, BEFORE USING OR SHARING SERVICES OUTPUT; (D) CUSTOMER SHALL NOT USE ANY SERVICES OUTPUT RELATING TO A PERSON FOR ANY PURPOSE THAT COULD HAVE A LEGAL OR MATERIAL IMPACT ON THAT PERSON, SUCH AS MAKING CREDIT, EDUCATIONAL, EMPLOYMENT, HOUSING, INSURANCE, LEGAL, MEDICAL, OR OTHER IMPORTANT DECISIONS ABOUT THEM; AND (E) THE SERVICES MAY PROVIDE INCOMPLETE, INCORRECT, OR OFFENSIVE SERVICES OUTPUT THAT DOES NOT REPRESENT SHADOW RESEARCH'S VIEWS. THE SHADOW RESEARCH PARTIES ARE NOT RESPONSIBLE FOR ANY OF THE FOREGOING OR THE ACCURACY OR USE OF THE SERVICES OUTPUT BY CUSTOMER.

7. INDEMNIFICATION

7.1 Indemnification by Shadow Research.

Shadow Research, at its expense, will defend and pay any settlement amounts and damages, costs and expenses (including reasonable attorneys' fees) awarded by a court of final jurisdiction arising out of any third-party claim, suit or proceeding alleging that Customer's use of the Services in accordance with this Agreement infringes a third party's copyright or Canadian or U.S. patent. The foregoing obligations do not apply with respect to a claim of infringement if such claim arises out of (i) Customer's use of infringing Customer Data; (ii) use of the Services in combination with any software, hardware, network or system not supplied by Shadow Research where the alleged infringement relates to such combination; (iii) any modification or alteration of the Services other than by Shadow Research; or (iv) Customer's continued use of the Services after Shadow Research notifies Customer to discontinue use because of an infringement claim. If any claim which Shadow Research is obligated to defend has occurred, or in Shadow Research's determination is likely to occur, Shadow Research may, in its sole discretion and at its option and expense (a) obtain for Customer the right to use the allegedly infringing item, (b) substitute a functionally equivalent, non-infringing replacement for such item, (c) modify such item to make it non-infringing and functionally equivalent, or (d) terminate this Agreement and refund to Customer any prepaid amounts attributable to the period of time between the date Customer was unable to use the Services due to such claim and the remaining days in the then-current Subscription Term.

7.2 Indemnification by Customer.

Customer, at its expense, will defend and pay any settlement amounts or damages awarded by a court of final jurisdiction arising out of any third-party claim, suit or proceeding (i) alleging that the Customer Data infringes any data or privacy protection law, trade secret, trademark, copyright, or patent issued as of the Effective Date; or (ii) arising from occurrence of the conditions set forth in Section 7.1(i)-(iv) above.

7.3 Conditions.

The parties' obligations under this Section 7 are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim under this Section, (ii) giving the indemnifying party sole control of the defense or settlement of the claim, and (iii) cooperating in the investigation and defense of such claim(s). The indemnifying party must not settle or consent to judgment in any such claim that adversely affects the rights or interests of the indemnified party or imposes additional obligations on the indemnified party, without the prior express written consent of the indemnified party. The rights and remedies set forth in this Section 7 are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of an applicable third-party claim.

8. LIABILITY

8.1 LIMITATION OF LIABILITY.

EXCEPT AS SET OUT IN SECTION 8.3 BELOW, IN NO EVENT WILL EITHER PARTY'S LIABILITY ARISING OUT OF OR RELATED TO ANY ORDER FORM, WHETHER PURSUANT TO CONTRACTUAL OR EXTRACONTRACTUAL LIABILITY, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT PAID TO SHADOW RESEARCH BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY. THE FOREGOING DOES NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 3.

8.2 EXCLUSION OF LIABILITY.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES OR SERVICES OUTPUT, OR FOR ANY RESULTS OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF SHADOW RESEARCH AND/OR ITS LICENSORS OR SERVICE PROVIDERS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE REASONABLY FORESEEN THEM. THE SERVICES MAY INVOLVE THE USE OF THIRD-PARTY SOFTWARE, PRODUCTS, OR SERVICES AND SOME PARTS OF THE SERVICES MAY INCLUDE OUTPUT FROM THOSE SERVICES; THE SHADOW RESEARCH PARTIES DISCLAIM ALL LIABILITY FOR ANY SUCH THIRD-PARTY SERVICES AND THIRD-PARTY OUTPUT.

8.3 EXCEPTIONS.

THE LIMITATION OF SECTION 8.1 ABOVE DOES NOT APPLY TO ANY LIABILITY RESULTING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 7 OR BREACH OF CONFIDENTIALITY OBLIGATIONS, WHICH LIABILITY IS LIMITED TO A CAP OF TWO TIMES THE AMOUNT SET OUT IN SECTION 8.1.

9. TERM AND TERMINATION

9.1 Term.

This Agreement commences on the earlier of (i) the date on which this Agreement is accepted by Customer or (ii) the date on which Customer starts accessing the Services. Unless earlier terminated in accordance with the terms herein, the Agreement remains in force until the expiration or termination of the last Order Form then in force or, if longer, for as long as Shadow Research maintains Customer's access to the Services. Customer's right to access and use the Services pursuant to an Order Form begins on the start date specified in the applicable Order Form and continues for the duration specified in such Order Form (the "Subscription Term"). The Subscription Term will automatically be extended for additional periods of 12 months each provided Customer is not in breach of its obligations under the Agreement or the applicable Order Form, unless a party notifies the other party of its intent not to renew the Order Form no less than 30 days prior to its expiration.

9.2 Termination for Cause.

This Agreement and applicable Order Forms may be terminated by either party for cause as follows: (i) upon 30 days written notice if the other party breaches or defaults under any material provision and does not cure such breach prior to the end of such 30-day period, (ii) effective immediately and without notice if the other party ceases to do business, or otherwise terminates its business operations, except as a result of an assignment permitted hereunder. Shadow Research may temporarily cease performance of its obligations during any Customer cure period.

9.3 Termination for Convenience.

Unless otherwise specified in the applicable Order Form, Customer hereby waives any right it may have to terminate this Agreement or an Order Form for convenience, including any right it may have under sections 2125 and 2129 of the Civil Code of Quebec.

9.4 Effects of Termination.

Upon termination or expiration of this Agreement or an Order Form: (i) Customer's and the End Users' right to access and use the applicable Services will terminate immediately, and (ii) Customer must permanently destroy all copies of Shadow Research Confidential Information and upon request certify in writing that no copies have been retained by it. In the event of early termination of this Agreement or an Order Form other than for cause by Customer, Shadow Research will issue one invoice for the fees owed for the remainder of the Subscription Term and Customer shall pay such fees within the timeframe specified on the Order Form.

9.5 Retrieval of Customer Data.

Upon termination or expiration of the Subscription Term and provided no amount is then owed to Shadow Research by Customer, upon Customer's request made within 30 days after the applicable date of termination or expiration, Shadow Research will make Customer Data available for download by Customer in plain text format. After such 30-day period, Shadow Research will have no obligation to maintain or provide any Customer Data and will thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control.

9.6 Survival.

Except to the extent expressly provided to the contrary herein, Sections 4 through 10 will survive the termination of this Agreement.

10. GENERAL

10.1 Audit.

Shadow Research or its nominee may, with 5 days' prior written notice, inspect and audit Customer's use of the Services and compliance under this Agreement at any time during the Subscription Term and for 3 years following the termination of this Agreement. All such audits shall be conducted during regular business hours and in a manner that does not unreasonably interfere with Customer's business operations. Customer shall make available all such books, records, equipment, information, and personnel, and provide all such cooperation and assistance, as may be requested by or on behalf of Shadow Research with respect to such audit. Shadow Research shall only examine information directly related to Customer's use of the Services. If the audit determines that Customer's use of the Services exceeded the usage permitted in the applicable Order Form, or that Customer has underpaid Shadow Research for its use of the Services, Customer shall pay to Shadow Research all amounts due for such excess use, plus 10% interest on such amounts. If the audit determines that such excess use equals or exceeds 5% of the amounts then paid by Customer's during the relevant Agreement year, Customer shall also pay for Shadow Research's costs incurred to conduct the audit. Customer shall make all payments required under this Section within 15 days of receipt of Shadow Research's invoice.

10.2 Relationship.

Shadow Research and Customer are independent contractors, and this Agreement does not create a partnership, joint venture, employment or agency relationship between the parties. This is a non-exclusive arrangement.

10.3 Entire Understanding.

This Agreement, including all Order Forms, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, oral or written, regarding the subject matter covered by this Agreement. To the extent of any conflict or inconsistency between the provisions of this Agreement and any Order Form, the terms of this Agreement will prevail unless the parties clearly indicate their intent to supersede the terms of this Agreement. Notwithstanding any language to the contrary therein, no terms or conditions stated in Customer's purchase order or in any other ordering documentation will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void. Any modification to an Order Form (but excluding to the terms of this Agreement embedded therein) shall be made in writing and executed by both parties.

10.4 Modifications to the Terms of Service.

Shadow Research may update the terms of this Agreement from time to time by providing Customer with at least 30 days advance notice of the changes via email or an in-product notification. If Customer does not agree to the changes, Customer shall immediately notify Shadow Research in writing and stop using the Services.

10.5 Waiver.

No waiver of any breach of this Agreement, and no course of dealing between the parties, will be construed as a waiver of any subsequent breach of this Agreement. To be valid, a waiver must be made in writing.

10.6 Severability.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the provision will be modified and interpreted by the court so as best to accomplish the intent of the original provision. The invalidity or unenforceability of any provision will not affect any of the other provisions of this Agreement.

10.7 Governing Law and Venue.

This agreement is governed by and shall be construed in accordance with the laws of the Province of Quebec, Canada, excluding its conflict of law rules. The courts located in Montreal, Province of Quebec, Canada will have exclusive jurisdiction to adjudicate any dispute relating to this Agreement and each party hereby irrevocably consents to the exclusive jurisdiction of such courts.

10.8 Assignment.

Neither party may assign this Agreement or Order Forms to any third party without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either party (the "Assignor") may assign and transfer this Agreement and its rights and obligations hereunder to an affiliate or in connection with any sale of a portion of its business or assets, including by merger, asset sale or otherwise, but only if the acquirer of such assets or business agrees to be liable towards the other party for all the obligations and undertakings under this Agreement and agrees to be bound thereby in lieu of the Assignor. Any purported assignment in violation of this Section shall be void. This Agreement binds and benefits the parties, their respective successors and permitted assigns. There are no third-party beneficiaries to this Agreement.

10.9 Notices.

To be effective, all notices hereunder must be in writing and delivered personally or by overnight courier, billed to sender, or by certified or registered mail, return receipt requested, postage prepaid, to all the parties at the addresses set out in the header hereof or to such other place as a party may designate by written notice to the others. All notices shall be deemed delivered as of the date received by addressee.

10.10 Force Majeure.

Except for performance of a payment obligation, no party will be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to a cause beyond a party's reasonable control (a "Force Majeure Event"). If the Force Majeure Event continues for more than 30 days, then either party may terminate the Agreement for convenience upon written notice to the other party.

10.11 Language.

Les parties ont expressément décidé d'être liées par la version anglaise de la présente convention après que la version française leur a été remise. The parties have expressly agreed to be bound by the English version of this agreement after the French version has been provided to them.

SCHEDULE A

Service Levels

Targets

Customer may raise issues to Shadow Research's help desk by email (shadow@shadow.inc).

Shadow Research's target response time to issues will be measured as the time between the reception of a live call or email during regular business hours (Monday to Friday, 8:30am to 5pm Eastern Time – GMT-5) and the moment Shadow Research confirms the creation of the support ticket.

Shadow Research's target timeframe to implement a workaround plan will be measured as the time between the moment Shadow Research created the support ticket and the implementation by Shadow Research of a workaround plan in relation to this support ticket.

The Service Levels are:

Elapsed time does not include the time Shadow Research is waiting for Customer input.

For the purposes of this Schedule, the severity level and corresponding description referred to in the table above have the following meanings:

Severity 1 - High - A Severity 1 – High problem arises when the online Services cannot be accessed.

Severity 2 - Medium - A Severity 2 - Medium problem arises when a major feature or functionality of the online Services is not available or not functioning properly and their use is severely reduced or impacted.

Severity 3 – Low - A Severity 3 – Low problem is any problem that is not a Severity 1 - High or Severity 2 – Medium problem.

Availability

The availability target for the online Services is at least 95.5% of the time (the "Availability Target"). The actual availability is calculated each calendar quarter as follows:

Availability = (Total-Downtime)/Total*100 ≥ Availability Target

Where:

"Total": means the total number of minutes in the calendar quarter minus the number of minutes of Excluded downtime during such quarter;

"Excluded" means:

• Any planned downtime; Shadow Research will use commercially reasonable efforts to schedule all planned downtime during 5PM to 8 AM on Saturdays and Sundays (in the relevant datacenter's time zone); or

• Any downtime due to a Force Majeure Event.

"Downtime": means downtime that is not Excluded.

Issue Escalation

In the event Shadow Research fails to meet the Availability Target for two consecutive quarters, Customer may elevate the issue to the relationship managers identified below and thereafter to the senior management identified below:

1st escalation step: Customer Support shadow@shadow.inc

2nd escalation step: Jessen Gibbs, CEO shadow@shadow.inc

SCHEDULE B

Privacy and Personal Information Protection

Under this Schedule B and applicable laws regulating the Processing of Personal Information ("Applicable Privacy Laws"), Customer is the data controller and Shadow Research is the data processor (or such similar, equivalent terminology used in a specific legislation).

Customer and Shadow Research warrant that they will comply with all obligations under Applicable Privacy Laws in connection with the Processing of Personal Information that is collected by or disclosed to it under the Agreement.

DEFINITIONS

The terms "Personal Information", "Process" and "Processing" have the meaning under Applicable Privacy Laws, and "Customer Personal Information" means Personal Information disclosed to Shadow Research by Customer, including all Personal Information about or concerning End Users or Customer's clients.

Unless otherwise specifically provided, all terms with a capital letter have the same meaning than under the Agreement. If a term is not defined, it will have the meaning given under Applicable Privacy Laws.

Subject matter and Purpose of the processing:

Shadow Research will process the data provided by the Customer for the purpose of providing Customer and End Users access to an online business process solution. The business process solution enables Customer to automate and scale business processes.

Where the Customer has purchased professional and/or managed Services: Shadow Research will process the data provided by the Customer for the purpose of providing all or some of the activities in any of the two products described above on behalf of the Customer, as set forth in this Agreement.

Duration of the processing: During the Subscription Term.

Type of Personal Information processed: Professional coordinates (name, title, physical and email addresses, IP address and phone number) of End Users and clients.

Categories of data subject: Customer's End Users and clients.

DATA PROCESSING OBLIGATIONS

Shadow Research agrees that, in relation to Customer Personal Information, it must (a) only Process it for the purposes of providing the Services to Customer; (b) not disclose Customer Personal Information to any other person without Customer's prior written consent, unless the disclosure is required by applicable law (and Shadow Research immediately notifies Customer, unless such notification is prohibited by that law); (c) take appropriate action to ensure any Shadow Research personnel who Process Customer Personal Information understand and comply with the Shadow Research's privacy and confidentiality obligations under the Agreement and this Schedule; (d) upon request, provide all reasonable assistance to Customer to facilitate the exercise of rights of data subjects; (e) provide information reasonably required by Customer to meet its obligations under Applicable Privacy Laws and to demonstrate compliance with this Schedule; and (f) promptly notify Customer as soon as it has received a complaint from any individual regarding the way his or her Personal Information has been processed and cooperate when Customer is investigating any claim related to individual complaints.

PERSONAL INFORMATION TRANSFERS

Shadow Research must not transfer the Customer Personal Information outside of the country where it is hosted as of the effective date of the applicable Order Form, unless approved in writing by Customer.

INFORMATION SECURITY AND BREACH NOTIFICATION

Shadow Research has put into place and agrees to maintain during the Subscription Term appropriate, technical and organizational measures to secure Customer Personal Information, having regard to the risk of accidental or unauthorized access, loss, destruction, misuse, modification, disclosure or damage to Personal Information

If Shadow Research has knowledge of any (i) accidental loss or destruction of, or unauthorized disclosure of or access to Customer Personal Information; or (ii) data security breach on any of the systems used in the provision of the Services, Shadow Research must (A) expeditiously report such incident to Customer; (B) mitigate, to the extent practicable, any harmful effect of such disclosure or access that is known to Shadow Research or its subcontractors; (C) cooperate with Customer in providing any notices to affected individuals regarding the incident, as directed by Customer; and (D) cooperate with any investigation into the incident that is subsequently undertaken by any data privacy authority, in consultation with Customer.

Shadow Research's contact: CEO, shadow@shadow.inc

Customer's contact: As provided by Customer in the relevant Order Form.

COMPLIANCE

Shadow Research will provide Customer (and its auditors and other advisers) with all reasonable co-operation and assistance in relation to any compliance request pursuant to this Schedule B, including as a result of a request by any regulatory body.

SUB-PROCESSORS

In the event Shadow Research wishes to delegate the Processing of Customer Data to a new sub-processor or change a previously appointed sub-processor, Shadow Research will provide a notice of such appointment or change in appointment to Customer. All sub-processors retained by Shadow Research and having access to unencrypted Customer Personal Information will be retained pursuant to written agreements providing terms and obligations equivalent to that of this Schedule B and the relevant portions of the Agreement.

The sub-processors used by Shadow Research, and approved by Customer, are the following: