TERMS AND CONDITIONS
FOR SERVICES

These Terms and Conditions (the “Terms”) are made between 1Life Workplace Safety Solutions Ltd. (“1Life”) and the Client (as defined below). Unless otherwise agreed by the Parties in writing, these Terms, and the Order (as defined below) (collectively, the “Agreement”) shall govern 1Life's provision of the Software and Services to Client. The parties hereto may be referred to individually as a “Party” or collectively as the “Parties”. IF AN INDIVIDUAL IS ENTERING INTO THE AGREEMENT ON BEHALF OF A CORPORATION OR OTHER LEGAL ENTITY, THAT PERSON REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH CORPORATION OR ENTITY TO THE AGREEMENT.

In consideration of the mutual promises herein made, and for other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties agree as follows:

Article 1 – DEFINITIONS

Capitalized terms used in the Agreement shall have the following meanings:

1.1 “1Life Content” means all software, data, text, images, audio, video, photographs, forms, information, templates, programs and other content and material, in any format, which are obtained or derived from 1Life that Client may access through, within, or in conjunction with the use of the Software and Subscription Services.

1.2 “Affiliate” means in relation to a Party, any entity which directly or indirectly controls, is controlled by, or is under common control with that Party. For purposes of this definition, the term “control” (including the terms “controlled by” and “under common control with”) means the power to direct or cause the direction of the management and policies of a Party (whether through the ownership of voting securities, by contract or otherwise), or ownership of more than 50% of the voting securities of that Party.

1.3 “Client” means the person identified as the Client on the Order.

1.4 “Client Content” means the data and other materials Client uploads, creates, submits, or inputs for processing or use through the Subscription Services hosted within the Managed Environment.

1.5 “Deliverable” means the tangible result of Professional Services provided to Client pursuant to the Order.

1.6 “Documentation” means the published specifications and user guides delivered by 1Life to Client with regard to the applicable Software, Subscription Services or Professional Services.

1.7 “Effective Date” means, with respect to each Order, (i) the effective date specified on the Order or, if none, the date of the last signature on the Order, or (ii) with respect to an online checkout Order form, latter of the effective date specified on the Order and the date upon which 1Life communicates its acceptance of the Order to Client.

1.8 “Managed Environment” means the 1Life remote hosted services and/or cloud-based software as service to which 1Life grants Client and its Users access as part of the Subscription Services.

1.9 “Order” means 1Life's standard order form (or other similar document duly executed by the Parties) entered into pursuant to the Agreement which specifies the Subscription Services, Software and/or Professional Services to be ordered by Client hereunder, and the charges therefor. Where Client is increasing Usage Metrics, an amendment to an existing Order may be made by 1Life invoicing the Client for such additional Usage Metrics and such amendment shall be confirmed by Client paying such invoice.

1.10 “Professional Services” mean installation services, implementation services, consulting services, form customization services and/or training, delivered by 1Life to Client as may be set forth in the Order (and specifically excluding Subscription Services).

1.11 “Services” means, collectively, the Subscription Services and Professional Services.

1.12 “Software” means the software products to which 1Life permits access to Users as part of the Subscription Services, as specified in the Order.

1.13 “Subscription Term” shall have the meaning ascribed to it in Section 9.2.

1.14 “Subscription Services” means with respect to the Order the subscription services provided by 1Life within the Managed Environment as specified in the Order. Subscription Services do not include Professional Services.

1.15 “Third Party Content” means all software, data, text, images, audio, video, photographs, templates, documents, training programs and other content and material, in any format, which are obtained or derived from third party sources outside of 1Life that Client may access through, within, or in conjunction with the use of the Subscription Services. Third Party Content includes third-party sourced materials accessed or obtained by using the Subscription Services.

1.16 “Usage Metrics” means the quantitative limitations and units of measure, along with any other grants of or restrictions on use, applicable to the Subscription Services delivered to Client, as set forth in the Order.

1.17 “Users” means those employees, subcontractors, contractors, consultants or employees of subcontractors, contractors or consultants, as applicable, authorized by Client or on its behalf to use the Subscription Services in accordance with the Agreement. For Subscription Services that are specifically designed to allow Client's clients, agents, customers, suppliers or other third parties to access the Subscription Services to interact with Client, such third parties will be considered “Users” subject to the terms of the Agreement.

Article 2 – ACCESS; USE; OWNERSHIP; RESTRICTIONS

2.1 Rights Granted. Subject to the terms and conditions of the Agreement, 1Life hereby grants Client, for the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable, irrevocable (except as otherwise set forth herein) right to access and use the Subscription Services, up to the applicable Usage Metrics, for Client's internal business purposes only. The Subscription Services are provided in accordance with applicable Documentation and the Agreement. 1Life may modify the Subscription Services and its Documentation from time to time provided, however, such modification shall not result in any material degradation of the Subscription Services provided to Client during the then-current Subscription Term. The Subscription Services and any Software may contain or rely upon Third Party Content licensed to 1Life under commercial or open-source agreements. Client's right to use such Third-Party Content are governed by the terms of any associated license agreement specified by 1Life or the Third Party, and not under the Agreement.

2.2 User Limitations. The following limitations apply to Client's use of, or access to, the Subscription Service and Professional Services, including without limitation, participation in training services provided by 1Life, in addition to the Usage Metrics and limitations set forth in the Order: (a) each User may access the Subscription Service only using their issued user ID and password; (b) the access rights granted herein are personal and specific to Users, and no person or entity other than an User will access or use the Subscription Services without the prior written consent of 1Life; and (c) Client may only replace a User if the User being replaced has ceased to be an employee of Client, or Client's subcontractors or consultants.

2.3 Ownership.

(a) 1Life shall retain all right, title and interest (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Software, Subscription Services, 1Life Content and Documentation and all copies thereof. Client is granted no rights in the Software, Subscription Services, 1Life Content and Documentation other than those limited rights expressly set forth herein and in the Order. All right, title, and interest to the Retained Works shall remain with 1Life. As used herein, “Retained Works” shall mean: (i) any pre-existing materials, intellectual property, methodology, or know-how, including any of 1Life Content, 1Life’s pre-existing software code, proprietary software tools, or training materials incorporated into the Deliverables; (ii) any modifications or enhancements or additions to any pre-existing materials discovered or reduced to practice in performance under the Order; and (iii) any Third-Party Content which is integrated with or incorporated into the Deliverables. 1Life grants Client a royalty-free and non-exclusive license to use and modify the Deliverables (and any Retained Works incorporated therein) during the Subscription Term for its internal use only, subject to any other express supplemental license terms otherwise applicable to the Deliverable, and to make a reasonable number of copies of the Deliverables for internal use.

(b) Client shall own all right, title and interest (including, without limitation, all copyright) in and to any amendments it makes to 1Life forms, subject to 1Life's continuing ownership of all Retained Works. Client grants 1Life an irrevocable, perpetual, royalty-free, sublicensable, and non-exclusive license to reproduce, use and modify such amendments.

2.4 Prohibited Uses and Client Restrictions. The Software and Subscription Services, including any portions thereof, may not be used for any purpose that would be a violation of the Agreement. Client shall not (and shall not permit any third party to): (a) copy or otherwise reproduce the Software or Subscription Services or 1Life Content (or any portion thereof, including any graphics, functions, or features); (b) modify, adapt, alter, or otherwise create derivative works from the Software or Subscription Services, except as expressly approved by 1Life in writing; (c) use (or permit to be used) the Software or Subscription Services for timesharing, service bureau, hosting, service provider or like purposes; (d) distribute, sublicense, repackage, lease, assign, rent, sell, loan, or otherwise transfer the Software or Subscription Services; (e) decrypt, disassemble, extract, reverse engineer, decompile, or attempt to derive the source code of the Software or Subscription Services, except to the extent such activities are permitted under applicable mandatory laws that may not be limited by contract, however, that Client shall not exercise any such rights without giving 1Life thirty (30) days prior written notice and an opportunity to provide interoperability information or other items to Client to alleviate the need to engage in the activities that are prohibited under the Agreement; (f) remove, alter or obscure in any way any copyright or other proprietary rights on or within the Software and/or the Documentation; or (g) build a product or service or otherwise commercially exploit directly or indirectly in competition to 1Life's Software and/or Subscription Services utilizing or from reference to the trade secrets, Software, Subscription Services, Confidential Information, or other items made available by 1Life hereunder.

2.5 Other Restrictions. Client's Users shall not use the Software or Subscription Services or 1Life Content to: (a) violate any laws or regulations; (b) transmit any material that is obscene or objectionable or that contains viruses or other harmful computer code or files, or (c) infringe the intellectual property or other rights of third parties, or upload, store, share, display, post, e-mail, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. 1Life reserves the right to terminate the accounts of any User that commit any such violations. Client is solely responsible for the conduct of its Users and other representatives, protecting its own recorded data, and the results obtained by Client using the Software and Services, and any direct or indirect consequences thereof.

2.6 Client's Responsibilities. Client shall be responsible for the following: (a) choosing its network accessibility provider, notably in terms of security options, (b) compliance with 1Life's recommended minimum technical specifications required to use the Subscription Services, (c) all activities that occur under Client's User accounts including but not limited to ensuring the confidentiality and the custody of the credentials associated with the Software and Subscription Services, (d) protecting all hardware accessing the Subscription Services, (e) the results obtained by using the Subscription Services and any direct or indirect consequences thereof, and (f) appointing one of its employees to serve as the primary point of contact with 1Life for any technical issues, and (g) ensuring that use of the Subscription Services, 1Life Content, Deliverables, including but not limited to all documents, forms, training programs, training plans, schedules, and sub-contractor evaluations, provided to or customized for Client and Third Party Content complies with all applicable laws, including but not limited to workplace heath and safety laws.

2.7 Documentation and Electronic Access. Access to the Subscription Services and the Documentation shall be provided by electronic means. Subscription Services shall be deemed delivered when access is made available to Client.

Article 3 – CHARGES, PAYMENT, TAXES

3.1 Charges. The charges for the Services shall be set forth in the Order. In addition to any charges set forth in the Order, Client shall reimburse 1Life for all mutually agreed expenses actually incurred by 1Life in providing any on-site portion of the Services. Except as otherwise specified herein or in the Order, (i) Subscription Services charges are based on Usage Metrics purchased and not actual usage, (ii), quantities ordered cannot be decreased during the relevant Subscription Term, and (iii) once the Order is placed, payment obligations are non-cancelable and charges paid are non-refundable, subject only to Section 9.3. If Client exceeds the quantity of Services ordered, then Client must promptly order and pay charges for the excess quantity retroactively.

3.2 Payment Terms. Unless otherwise agreed in the Order, all charges hereunder and taxes thereon shall be paid by Client within fifteen (15) days of the date of the invoice. Unless otherwise specified in the Order, Subscription Services charges shall be invoiced annually in advance and Professional Services charges shall be invoiced and paid in full by Client in advance of the commencement of the Professional Services.

3.3 Late Payment; Suspension of Services. Any late payment will accrue interest charges at the rate of 18% per annum from the due date until the date paid. If Client fails to make full payment by more than forty-five (45) days after the due date, upon written notice by 1Life, 1Life may, if payment remains outstanding after such written notice, suspend the Client's right to use the relevant Services and/or the Software. Further, in the event of any action by 1Life to collect any amount not paid when due, Client will pay or reimburse the costs of collection (including, without limitation, any legal fees and disbursements and court costs, each on a full indemnity basis).

3.4 Payment Disputes. 1Life will not exercise its rights under Section 3.3 if Client disputes the applicable charges reasonably and in good faith and in any event within thirty (30) days of the date of the disputed invoice and otherwise pays all charges not in dispute and otherwise diligently cooperates to resolve the dispute.

3.5 Taxes. Client shall pay any taxes, duties, or charges (including any sales, withholding or value added taxes) imposed by any federal, provincial, state, or local governmental entity for Software and Services provided under the Agreement, except for taxes based solely on 1Life's net income, property and employees.

3.6 Purchase Orders. Client may submit purchase orders for Client's internal administrative purposes after execution of the Agreement. Notwithstanding anything to the contrary, no terms or conditions in any Client purchase order or other similar Client document will be binding with respect to the subject matter of the Agreement, and all such terms are hereby expressly rejected by 1Life.

3.7 Credit Card Payments. In the event Client provides to 1Life its credit card for payment of amounts due under the Agreement, Client hereby authorizes 1Life to charge Client’s credit card and 1Life shall process the credit card payment on or shortly after the date that a payment becomes due and payable as specified in the Agreement. 1Life acknowledges and agrees that the credit card information provided shall be used exclusively for the purpose of processing payment of amounts due under this Agreement. Client agrees to keep its credit card information as provided to 1Life accurate, up to date, and valid throughout the term of the Agreement. In the event of any changes to the credit card details, Client shall promptly notify 1Life and provide updated information. 1Life shall handle Client’s credit card information in accordance with applicable laws, regulations, and industry standards to protect the security and confidentiality of such information. If a credit card payment is declined or fails to process for any reason, 1Life shall notify Client of the failed transaction and Client shall provide an alternative payment method to ensure the timely payment of the outstanding balance. Client agrees to notify 1Life in writing of any billing discrepancies or unauthorized charges within thirty (30) days from the date of the charge appearing on Client's credit card statement, to enable 1Life to investigate and resolve the matter promptly.

Article 4 – WARRANTY

4.1 Professional Services Warranty; Deliverables Warranty. 1Life warrants that: (a) the Professional Services will be performed in a professional and workmanlike manner with a degree of care, skill and competence that is consistent with generally accepted industry standards reasonably expected of similar types of engagements, and (b) the Deliverables will substantially conform to the description and specifications set forth in the Order for a period after delivery as stated in the Order or if none stated, a period of thirty (30) days after the date of delivery (“Warranty Period”), provided 1Life receives written notification of the non-conformity during the applicable Warranty Period. To the extent any Professional Services or Deliverables do not substantially conform to the foregoing warranties 1Life shall promptly re-perform the Professional Services and/or re-submit the Deliverables. If after receiving notice of non-conformity 1Life determines that the Professional Services cannot be performed or the Deliverables cannot reasonably be delivered pursuant to the Order solely due to 1Life's fault, 1Life may elect to promptly refund the charges paid or waive the charges owed with respect such Professional Services or Deliverable, as Client's sole and exclusive remedy. This warranty will apply only if: (a) the Deliverable(s) have been properly accessed and used by or on behalf of Client at all times and in accordance with the instructions in the applicable Documentation; and (b) no modification, alteration or addition has been made to the Deliverable(s) other than with 1Life's written consent; and (c) 1Life receives written notification of the breach during the applicable Warranty Period.

4.2 Subscription Services Performance Warranty. 1Life warrants during the Subscription Term that the applicable Subscription Service will perform substantially in accordance with the Documentation. Client's sole and exclusive remedy and 1Life's sole and exclusive liability for the breach of the foregoing performance warranty shall be one of the following as applicable: (i) if the Order refers to Service Level Addendum (“SLA”) and SLA credits for SLA failures, 1Life may credit Client according to such provisions; or (ii), if the Order does not provide SLA credits, then 1Life shall use commercially reasonable efforts to modify the Subscription Services to restore the non-conforming functionality. If 1Life cannot remedy such breach after commercially practicable attempts to do so, either Party may terminate the Agreement in accordance with Section 9.3, in which case Client is entitled to receive a pro-rata refund for any prepaid charges to 1Life under the Agreement for the remaining Subscription Term from the date of termination of the Subscription Services. Client must notify the alleged breach of warranty with reasonable details in writing within thirty (30) days of its occurrence to benefit from this warranty and the remedies stated herein.

4.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE, THERE ARE NO OTHER WARRANTIES, LIABILITIES OR REMEDIES PROVIDED BY 1LIFE, 1LIFE’S SUPPLIERS OR ANY OTHER THIRD PARTY WITH RESPECT TO THE SERVICES AND DELIVERABLES. OTHER THAN THE FOREGOING EXPRESS WARRANTIES, THE SERVICES AND DELIVERABLES AND THE CONTENT THEREIN ARE PROVIDED TO CLIENT STRICTLY ON AN “AS IS” BASIS. 1LIFE MAKES NO WARRANTY THAT THE SERVICES WILL BE ERROR-FREE, OR VIRUS FREE, OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SUBSCRIPTION SERVICE WILL SATISFY CLIENT'S SPECIFIC REQUIREMENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 1LIFE DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. CLIENT IS SOLELY RESPONSIBLE FOR ENSURING THAT USE OF THE SERVICES, 1LIFE CONTENT, DELIVERABLES, INCLUDING ALL TEMPLATES, FORMS AND TRAINING COURSES AND RESOURCES PROVIDED TO OR CUSTOMIZED FOR CLIENT AND THIRD-PARTY CONTENT COMPLIES WITH ALL APPLICABLE LAWS, INCLUDING BUT NOT LIMITED TO WORKPLACE HEATH AND SAFETY LAWS.

Article 5 – CONFIDENTIALITY

5.1 Confidential Information Definition. As used herein, “Confidential Information” means information disclosed by one Party and/or its Affiliate (the “Disclosing Party”) to the other Party and/or its Affiliate (the “Receiving Party”) pursuant to or in connection with the Agreement that the Disclosing Party identifies as being proprietary or confidential or that, given the nature of the information or the circumstances surrounding disclosure the Receiving Party knows or should know the Disclosing Party considers such information as confidential or proprietary. 1Life's Confidential Information includes information regarding products, pre-release products, software, services, pricing, marketing and business plans and financial information. 1Life and Client will treat the terms and conditions of the Agreement as confidential; however, either Party may disclose such information in confidence to its immediate legal and financial consultants as required in the ordinary course of that Party's business.

5.2 Confidential Information Exclusions. Confidential Information shall not include any information that: (a) is already known to the Receiving Party at the time of disclosure, as shown by the Receiving Party's records; (b) is, through no act or failure to act of the Receiving Party, becomes publicly known; (c) is received by the Receiving Party from a third party without restriction on disclosure or breach of an obligation of confidentiality; (d) is independently developed by the Receiving Party without use or reference to the Confidential Information of the Disclosing Party; or (e) is approved for release by written authorization of the Disclosing Party, but only for the limited purposes of and to the limited recipients of such authorized release.

5.3 Non-Use; Non-Disclosure.

(a) The Receiving Party shall not use any Confidential Information of the Disclosing Party, except for the purposes of performance of the Agreement and shall take all reasonable measures and at least those measures that the Receiving Party applies to protect its own Confidential Information, to: (i) protect the secrecy of the Disclosing Party's Confidential Information, and (ii) avoid disclosure and unauthorized use of the Disclosing Party's Confidential Information. Except as expressly approved in writing by the Disclosing Party, the Receiving Party agrees not to disclose any Confidential Information to third parties and shall only forward or otherwise disseminate copies of Confidential Information, in whole or in part, to persons within the Receiving Party's organization (including Affiliates) who have a “need-to-know” and who are subject to a duty of confidentiality with respect to such information that is no less restrictive than the provisions of this Section. If the Receiving Party makes copies of Confidential Information, it shall not remove or obstruct any copyright or other proprietary notices include therein.

(b) A disclosure of Confidential Information by the Receiving Party (i) in response to a valid order by a court or other governmental body, or (ii) otherwise required by law, shall not be considered a breach of the Agreement or a waiver of confidentiality for other purposes; provided, that the Party disclosing such information shall provide prompt written notice in advance thereof to the other Party, unless providing such notice would violate applicable law or regulation, to enable it to seek a protective order or otherwise prevent such disclosure.

5.4 Ownership; No License. The Parties agree Confidential Information is the sole exclusive property (including all world-wide rights therein in under patent, copyright, trade secret, confidential information, or other proprietary rights) of the Disclosing Party. The disclosure of the Confidential Information to the Receiving Party does not in itself confer upon the Receiving Party any license, interest or rights of any kind in or to the Confidential Information.

5.5 Return or Destruction. Except as otherwise set forth herein, the Receiving Party shall promptly return to Disclosing Party (or destroy and certify to the destruction of) all Confidential Information, together with all copies and material relating thereto, upon termination of the Agreement for any reason. Receiving Party may retain a copy for evidentiary or compliance or backup purposes, which copy shall remain subject to all confidentiality obligations under this Section so long as it is retained.

Article 6 – CLIENT CONTENT; PRIVACY AND SECURITY

6.1 Client Content. As part of the Services provided under the Agreement, Client Content will be stored and processed in Canada. 1Life may access Client Content to provide the Services and to monitor Client's use of the Services. 1Life is not responsible for unauthorized access, alteration, theft or destruction of Client Content arising from Client's own or its authorized users' actions or omissions in contravention of the Documentation. Client's ability to recover any lost data resulting from 1Life's misconduct is limited to restoration by 1Life from the most recent back-up.

6.2 Privacy and Client Content. If Client transfers any personal data to 1Life in connection with the Services and/or provides 1Life access to any Client Content, then Client warrants that (i) it is duly authorized to provide personal data to 1Life and it does so lawfully in compliance with relevant legislation, (ii) 1Life and its Affiliates or its subcontractors, acting on behalf of 1Life, may use such data strictly for the purposes of performing its obligations under the Agreement, and (iii) 1Life may disclose such data to its Affiliates and its subcontractors for this purpose. 1Life and its Affiliates have committed to comply with relevant data protection and privacy legislation, and personal data will be handled in accordance with 1Life's Privacy Policy in force from time to time.

6.3 Security. 1Life has implemented reasonable administrative, technical, and physical measures designed to protect Client personal and confidential information from accidental loss and from unauthorized access, disclosure, use, alteration, or destruction. These security measures are described in the Documentation. If 1Life determines that a security breach will or is likely to cause harm to the Client or an authorized user, 1Life will provide Client with notice of the security breach as promptly as practicable. After initial notification, 1Life will keep Client updated on a regular basis and provide a reasonably detailed incident report which may include the steps taken by 1Life to investigate the security breach and potential measures to be taken by the Client to minimize potential damages. Under no circumstances is 1Life liable to Client or any third party for unauthorized access to Managed Environment or to Client Content maintained by 1Life.

Article 7 – INDEMNIFICATION

7.1 Obligations of 1Life. 1Life will defend Client, its Affiliates, directors and employees from and against any claims, suits, or proceedings brought by unaffiliated third parties against Client: (a) that the use of Subscription Services or Deliverables infringe any patent, copyright, or trade secret of such third party (“Infringement Claim”); and (b) indemnify and hold harmless Client its affiliates, directors and employees against any costs or damages (excluding any increased or enhanced damages arising from Client's willful infringement) finally awarded against Client by a court of competent jurisdiction or a settlement amount approved by 1Life as a result of such Infringement Claim.

7.2 Obligations of Client. 1Life's indemnification obligation is contingent upon the Client: (a) giving immediate written notice to 1Life of any such Infringement Claim; (b) giving 1Life control of the defense and related settlement negotiations, provided, however that 1Life will obtain the Client's prior written consent, which shall not be unreasonably withheld or delayed, if any settlement of such an Infringement Claim requires Client to admit liability, take or refrain from taking any particular action other than cessation of use of the infringing Services, Software, or Deliverable; and (c) assisting in the defense at 1Life's reasonable request, provided 1Life agrees to pay Client's reasonable expenses in connection therewith. The Client may participate in such defense and in any settlement discussions directly or through counsel of the Client's choice, at the Client's expense, provided such participation does not materially prejudice 1Life's sole control of the defense or cause 1Life to incur material additional costs in the conduct of such defense.

7.3 Exclusions. 1Life's indemnification obligations shall not apply to the extent such Infringement Claim directly arises from, or is in any manner attributable to: (i) the use of the Software, Service, or Deliverable other than in accordance with the Agreement; (ii) the combination of a Software, Subscription Service, or Deliverable with a non-1Life product not set forth in the Documentation; (iii) use of a non-current version of the Software, Subscription Service or Deliverable when use of a new 1Life version made available to Client would have avoided the infringement; or (iv) any modification of the Software, Subscription Services or Deliverables by Client, unless such modification was provided for in the Documentation.

7.4 Infringement Cures. Should Client's use of the Software, Subscription Services or Deliverables is determined, pursuant to an Infringement Claim, have infringed any third party intellectual property rights, or if in 1Life's reasonable judgment such use is likely to be infringing, 1Life shall have the right, at 1Life's sole option and expense, to either: (a) procure for Client the right to continue using the infringing Software, Subscription Services, or Deliverables; or (b) replace or modify such Software, Subscription Services, or Deliverables with a functionally equivalent replacement or modification so they become non-infringing. If neither (a) nor (b) is commercially reasonable in 1Life's reasonable opinion, 1Life may (i) with respect to Professional Services, refund the prepaid charges for the relevant Deliverables or (ii) with respect to Subscription Services, terminate the access to the relevant Subscription Services and refund unused prepaid charges calculated against the remainder of the Subscription Term from the date of such termination. THE FOREGOING STATES CLIENT'S SOLE AND EXCLUSIVE REMEDIES AND 1LIFE'S SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO INFRINGEMENT CLAIMS.

7.5 Client Claim Indemnity. Client shall indemnify and defend 1Life from all claims, demands, proceedings brought by any third party arising from such third party's reliance upon, use of or inability to use the Services and/or the Deliverables and hold 1Life harmless from all losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, all legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) suffered or incurred by 1Life as a result of or arising directly or indirectly out of or in connection with the foregoing.

Article 8 – LIMITATION OF LIABILITY

8.1 Limitation of Liability. EXCEPT FOR BREACHES OF Article 2, Article 3, Article 5 AND Article 7 BY EITHER PARTY, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CLIENT HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM. ANY DAMAGES AGAINST 1LIFE SHALL BE REDUCED BY ANY REFUND OR CREDIT RECEIVED BY CLIENT UNDER THE AGREEMENT AND ANY SUCH REFUND AND CREDIT SHALL APPLY TOWARDS THE LIMITATION OF LIABILITY.

8.2 Exclusion of Consequential Damages. EXCEPT FOR BREACHES OF Article 2, Article 3, Article 5 AND Article 7 BY EITHER PARTY, IN NO EVENT SHALL EITHER PARTY AND/OR ITS AFFILIATES BE LIABLE TO ANYONE, WHETHER IN CONTRACT OR TORT, 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 RELATED THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE EVEN IF A PARTY OR ITS AFFILIATE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THE AGREEMENT LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

Article 9 – TERM AND TERMINATION

9.1 Agreement Term. The Agreement shall commence from the Effective Date and shall continue until terminated pursuant to this Section.

9.2 Order Term. The term of each Service shall be specified in the Order. Unless terminated earlier in accordance with this Section, the initial term for a particular Subscription Service is the period beginning on the Effective Date and ending on the number of months or years specified in the Order thereafter. The Subscription Service under the Order will automatically renew and continue for successive one year renewal terms unless either Party gives the other Party at least three (3) months' written notice before the end of the initial subscription term or then current renewal term as the case may be. The initial subscription term plus renewal(s), if any, are referred to as the “Subscription Term”).

9.3 Termination for Breach. Either Party may terminate the Agreement upon material breach by the other Party if such breach remains uncured for a period of thirty (30) days from the date of receipt of written notice by the non-breaching Party.

9.4 Termination for Financial Incapability. Either Party may terminate the Agreement, immediately, upon written notice to the other Party if the other Party: (a) admits in writing its inability to pay its debts generally as they become due or commences the winding up of its business; (ii) makes a general assignment for the benefit of its creditors; (iii) institutes proceedings to be adjudicated in a voluntary arrangement or consent to the filing of a petition of bankruptcy against it; (iv) is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (v) seeks reorganization under any bankruptcy legislation, or consent to the filing of a petition seeking such reorganization; or (vi) has a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee or assignee in bankruptcy or insolvency covering all or substantially all of such Party's property or providing for the liquidation of such Party's property or business affairs.

9.5 Refund or Payment upon Termination. If the Agreement is terminated by Client in accordance with Section 9.3 or Section 9.4, 1Life will provide a pro-rata refund to Client of any prepaid charges for the remainder of the prepaid term as of the date of termination. If the Agreement is terminated by 1Life in accordance with Section 9.3 or Section 9.4, Client will pay any unpaid charges covering the remainder of the term of the Agreement. In no event does the termination of the Agreement relieve Client of its obligation to pay any charges payable to 1Life for the period prior to the date of termination.

9.6 Rights and Obligations of Parties Upon Termination. Upon the termination of the Agreement for any reason, Client must cease use of the Subscription Services and the Software, remove it from all Client systems, delete or destroy all copies of the Software in its possession, and certify to 1Life in writing the foregoing have been completed thirty (30) days from date of termination. In addition, each Party shall comply with Section 5.5.

9.7 Client Content Portability and Deletion. Upon written request by Client at least thirty (30) days prior to the date of termination of the Agreement or expiration of the Subscription Term, 1Life will make the Client Content available to Client for a period of thirty (30) days after such termination or expiration. 1Life will provide Client with archival data in a format mutually determined, subject to a duly executed Order. After such thirty (30) day period, 1Life shall have no obligation to maintain or provide any Client Content and shall thereafter, unless legally prohibited, delete all data in 1Life's possession. Client shall remain responsible for archiving data in accordance with legal requirements.

9.8 Termination Assistance Services. Following the termination of the Agreement, the Parties may agree for 1Life to provide transition services pursuant to a duly executed Order, during which time the Agreement will continue in full force and effect solely to the extent necessary to allow such transition services to be performed. 1Life agrees that the costs for any such services shall be comparable to the fees charged to other customers for similar types of services.

9.9 Survival. The following Articles and Sections will survive termination or expiration of the Agreement: Article 1, Article 2, Article 3, Article 5, Article 6, Article 7, Article 8, Article 9, Article 10 and Section 4.3.

Article 10 – MISCELLANEOUS

10.1 Non-Solicitation. During the Subscription Term and for the period of twelve (12) months thereafter, Client shall not, without the prior written consent of 1Life, actively endeavor to solicit or entice away any person employed or engaged by 1Life in the performance or administration of the Agreement. If Client breaches the foregoing obligation, it shall pay to 1Life twelve (12) times the most current monthly base salary of the relevant person, such sum deemed by both Parties to be fair compensation for the loss suffered as a result of the breach. This Section shall not apply to any individual who can be proven to have independently responded to a bona fide published recruitment advertisement. Nothing in this Section is intended to restrict the right of any individual to seek employment with whomsoever they wish but is intended to provide for due compensation where such a situation occurs as a result of entering into the Agreement recognizing that loss of experienced personnel can have a serious effect upon any employer.

10.2 Publicity; References. Provided that 1Life complies with any trademark usage requirements notified by Client, 1Life may refer to Client as one of 1Life's customers and use Client's logo as part of such reference. With Client's prior written approval, which will not to be unreasonably withheld, 1Life may issue a press release announcing the relationship between 1Life and Client.

10.3 Data Analysis. 1Life shall be entitled to anonymize Client data as well as usage history and statistics so that it contains no information about an identifiable individual or entity and such anonymized data shall be sole and exclusive property of 1Life.

10.4 Applicable Law. The Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the Province of Manitoba without reference to its rules relating to choice of law and the laws of Canada applicable in the Province of Manitoba. Each Party hereby attorns to the exclusive jurisdiction of the courts of the Province of Manitoba, provided however, either Party may seek injunctive relief or other equitable remedies in any jurisdiction if necessary to protect its rights and interests. The Parties expressly agree to exclude the application of the U.N. Convention on Contracts for the International Sale of Goods (1980) to the Agreement and the performance of the Parties contemplated herein, to the extent that such convention might otherwise be applicable.

10.5 Assignment. The Agreement and any licenses granted pursuant thereto may not be assigned or transferred in whole or in part by either Party without the other Party's prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, 1Life may assign and transfer its rights and obligations under the Agreement, without the consent of Client, to an Affiliate. All rights and obligations arising out of the Agreement shall ensure to the benefit of, be binding upon and enforceable by the Parties and their respective permitted successors and assigns.

10.6 Entire Agreement; order of Precedence; Amendment. The Agreement contains the entire understanding of the Parties hereto relating to the Software, Services and Documentation, and supersedes any prior or contemporaneous written or oral communications, representations, agreement or understandings between the Parties with respect to the Software, Services, Documentation. Client may submit purchase orders for Client's internal administrative purposes after execution of the Agreement. Notwithstanding anything to the contrary, no terms or conditions in any Client purchase order or other similar Client document will be binding with respect to the subject matter of the Agreement, and all such terms are hereby expressly rejected by 1Life. It is expressly agreed that the terms of the Agreement shall supersede the terms in any Client purchase order, procurement internet portal, or other similar non-1Life document and no terms included in any such purchase order, portal, or other non-1Life document shall apply to the Services ordered. In the event of any conflict between the terms of these General Terms and the Order, the Order shall take precedence. 1Life may amend the terms and conditions of this Agreement and the charges hereunder to be effective at any time after the initial subscription term upon at least sixty (60) days notice in writing to Client. 1Life may update applicable Documentation at any time, including by posting updated documents on 1Life's website.

10.7 Severability; Waiver. If any Section in the Agreement shall be determined to be partially void or unenforceable by any court or body of competent jurisdiction or by virtue of any relevant legislation, that Section shall be void or unenforceable to that extent only and no further, and the validity and enforceability of the other Sections of the Agreement shall remain in full force and effect. The failure of either Party to insist upon or enforce strict performance by the other of any provision of the Agreement, or to exercise any right or remedy under the Agreement, will not be interpreted or construed as a waiver or relinquishment to any extent of that Party’s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect.

10.8 Independent Contractors. Each Party is an independent contractor and not a partner or agent of the other. The Agreement will not be interpreted or construed as creating or evidencing any partnership or agency between the Parties or as imposing any partnership or agency obligation or liability upon either Party. Further, neither Party is authorized to, and will not, enter into or incur any agreement, contract, commitment, obligation or liability in the name of or otherwise on behalf of the other Party.

10.9 Force Majeure. Neither Party will be liable for, or be considered to be in breach of or default under the Agreement on account of, any delay or failure to perform as required by the Agreement as a result of any cause or condition beyond such Party’s reasonable control (including, but not limited to: fire, explosion, earthquake, storm, flood, wind, drought, pandemic, and act of God or the elements; court order; act, delay or failure to act by civil, military or other governmental authority; strike, lockout, labour dispute, riot, insurrection, sabotage and war; unavailability of required parts, materials or other items; and act, delay or failure to act by the other Party or any third Party); provided that such Party uses its reasonable commercial efforts to promptly overcome or mitigate the delay or failure to perform. Any Party whose performance is delayed or prevented by any cause or condition within the purview of this Section will promptly notify the other Party thereof, the anticipated duration of the delay or prevention, and the steps being taken to overcome or mitigate the delay or failure to perform. This Section will not apply to any monetary obligation of either Party. If such event continues for more than thirty (30) days, either Party may cancel unperformed Services upon written notice.

10.10 Equitable Relief. Each Party acknowledges that damages alone will be an inadequate remedy for breach of the Agreement pertaining to protection of a Party's intellectual property rights or Confidential Information. Accordingly, each Party will have the right, in addition to any other remedies available at law or in equity, to temporary, preliminary and/or permanent injunctive relief to restrain any breach, threatened breach, or otherwise to specifically enforce any of such obligations in the Agreement.

10.11 No Third-Party Beneficiaries. Except as expressly set forth in the Agreement, the Agreement is for the benefit of, and will be enforceable by, the Parties only and it is not intended to confer any right or benefit on any third Party. No action may be commenced or prosecuted against a Party by any third Party claiming as a third-Party beneficiary of the Agreement or any of the transactions contemplated by the Agreement.

10.12 Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by email or sent by registered mail, charges prepaid, addressed as follows:

Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a business day, on the next following business day) or, if mailed, on the third business day following the date of mailing. In the event such notice is sent by means of recorded electronic communication, it shall not be deemed to have been given and received unless the sender has received a delivery confirmation from the sending Party's information systems. Either Party may at any time change its address for service from time to time by giving notice to the other Party in accordance with this Section.