These Service Conditions constitute a legal contract between the accepting entity (the "Client"; "you") and DÉV-NTIC INC., with a registered address at 1798 Jasmin Street, Saint-Jean-sur-Richelieu, Quebec J2W 1Z7 ("DÉV-NTIC," "we," "our," and collectively with the Client, the "parties," and each a "party").

These Service Conditions, along with the Proposal (as defined below) (collectively, the "Agreement"), define the legal relationship between you and us regarding the Services (as defined below). Please read the Agreement carefully before accessing or using our Services, as it contains important information regarding your obligations when using the Services. It also includes information about our liability towards you and the warranties or disclaimers that apply to our Services.

By choosing to use our Services, you must accept and agree to be bound by this Agreement and comply with its terms. Your continued use of any of our Services indicates that you continue to accept the Agreement. If you do not accept this Agreement, you must not use our Services.

If you have any questions regarding this matter, you can contact us at info@primlogix.com.

1.              Definitions

In these Conditions, capitalized words and expressions not defined elsewhere have the meanings given to them below:

•  "Notification Email Address" refers to the email address you provided in the Proposal, which you designate to receive notices and other communications from us regarding the Services.

• "Security Breach" refers to any act or omission that significantly compromises the security, confidentiality, or integrity of Personal Data.

• "Account" refers to the account you acquire as part of your subscription to the Services, which allows you and your end-users to access and use the Software.

•  "Documents" refer to the documents and any other materials made available to the Client (and end-users) regarding our provision of the Services, including specifications and technical prerequisites, operation, and Service descriptions published on our website.

•  "Anonymous Data" refers to usage data, Customer Data, and other data generated by the Services that have been processed using a technology or anonymization method recognized by industry standards and, therefore, no longer relate to an identified or identifiable individual or entity. It is understood that Anonymous Data does not include Personal Data.

• "Customer Data" refers to (i) Personal Data; (ii) Confidential Information; and (iii) other data generated by the Services or submitted through the Services by the Client (including End Users). Notwithstanding any contrary indication in this Agreement, Anonymous Data and Usage Data are not considered Customer Data.

•  "Personal Data" refers to information that would meet the definition of "personal information" or "personal data" (or similar nomenclature) under the applicable Law and (i) is submitted through the Services by you or your End Users; or (ii) is collected or generated by the Services about End Users.

• "Usage Data" refers to data inputted and/or generated by the Services relating to statistics, trends, performance, and analytics, such as page views, performance statistics, error frequency, and electronic attributes of devices, such as browser name and version, operating system, and country. Usage Data is generally used to improve our Services, monitor performance, and understand popular features.

•  "Software" collectively refers to PRIM, PRIMWEB, and Q-LINK, including their respective version updates as provided in Article 2.c).

•  "Open Source Software" refers to any software licensed under Open Source Code License Terms.

• "Law" refers to any law, ordinance, regulation, rule, code, constitution, treaty, common law principle, judgment, decree, or other requirement of any federal, provincial, territorial, municipal, or foreign government or political subdivision thereof, or any competent arbitrator or court.

• "Affiliate" refers to any entity that directly or indirectly controls, is controlled by, or is under common control with a party. For the purposes of this definition, "control" means the ownership or control, directly or indirectly, of more than 50% of the voting interests in the subject entity.

• "Open Source Code License Terms" refers to licenses and/or distribution models commonly referred to as "open source software" or "free software" and any other license and/or distribution model under which software is generally made available to the public in source code form, allowing modification and redistribution of such software.

• "PRIM" refers to the software installed on the End Users' workstations, as further described in the Proposal.

• "PRIMWEB" refers to the web platform intended for use by the Client's candidates and clients, as further described in the Proposal.

• "Urgent Security Issue" refers to (i) any use of the Services in breach of this Agreement by the Client or an End User; (ii) any Security Breach; or (iii) any situation reasonably requiring DÉV-NTIC to immediately take action to prevent or mitigate security risks, including the installation of critical security patches.

• "Proposal" refers to the final version of the proposal, including the description of the Services, Fees, Subscription Duration, prepared by DÉV-NTIC and accepted by the Client, whether through a purchase order or other appropriate means, and to which this Agreement is attached.

•  "Intellectual Property" refers to all intellectual property rights, including, but not limited to, works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-how, scientific formulas, data, information, images, reports, questionnaires, results, analyses, software, models, research and development information, technical information, prototypes, specifications, patterns, designs, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trademarks, and all exclusive rights provided under patent laws, copyright laws, trademark laws, design patent laws, semiconductor chip or mask work laws, or any other legal provision or principle of civil law or common law applicable to the protection of intangible information or exclusive rights, including trade secret laws, which may confer a right with respect to any of the aforementioned elements, including all applications, registrations, or other evidence of a right with respect to any of the aforementioned elements.

•  "Q-LINK" refers to the web browser extension intended for use by End Users acting as recruiters to quickly add new candidates for the Client.

• "Third-Party Claim" refers to any claim, suit, action, or proceeding by a third party.

•  "Confidential Information" refers to all information of a party (the "Disclosing Party") that is or will be in the possession of the other party (the "Receiving Party") concerning the business, property, affairs, or finances of the Disclosing Party, or of any person, corporation, company, or other entity, and which the Disclosing Party has an obligation to keep confidential, including, but not limited to, trade secrets, source codes, customer lists, business studies, and the terms of this Agreement. Confidential Information may be in written, printed, digital, or verbal form and includes any other type of information that is designated, orally or in writing, as confidential by the Disclosing Party at the time of its disclosure to the Receiving Party or that the Receiving Party should reasonably know, based on the circumstances in which it became aware of the information, constitutes Confidential Information.

• "Representatives" refers to the Affiliates of a party, its subsidiaries, resellers, agents, and subcontractors, as well as the respective employees, directors, officers, and developers of each of these third parties and those of the party concerned, as applicable.

• "Services" collectively refers to the Software Services and Professional Services indicated and further described in the Proposal.

• "Software Services" collectively refers to the software services indicated and further described in the Proposal, including: o Software, along with their respective pre-deployment testing and basic configuration; o All technologies we have developed (software, hardware, algorithms, codes, processes, user interfaces, know-how, techniques, models, designs, and other technical or informational materials, tangible or intangible) related to the Platform; o System administration, hosting, system management, and system monitoring activities we perform in relation to the Platform; o Technical support related to the Software and maintenance, essentially as described in Article 5 herein; o Basic training; and o Level 1 user support (as defined in the Documents).

• "Professional Services" collectively refers to the professional services indicated and further described in the Proposal or as may be the subject of a separate statement of work, which may include, among others: o Implementation services, including initial basic configuration; o Consulting services; o Custom development; o Technical support unrelated to the Software; o Level 2 user support (as defined in the Documents); o Custom Software configuration services, including those related to integration and/or compatibility with third-party platforms; and o End User training related to the Software.

• "End Users" refers to each user authorized by you to use the Services, including authorized employees and candidates.

2.             Our Services

a) Eligibility for Services

Subject to your payment of the applicable Fees and your compliance with this Agreement, and provided the foregoing, we will provide the Services and make them available to you during the Subscription Duration, if applicable, all in accordance with this Agreement.

Our Services must not be used by any person under the age of sixteen (16).

b) Modifications to Services

We reserve the right to make changes to the Services. In the event of significant changes, we will notify you using the Notification Email Address. Changes to the Services must not have a materially adverse impact on the provision of the Services in accordance with this Agreement. We may need to modify this Agreement to adapt to new technologies, features, or regulatory requirements based on our legitimate business needs. If we need to modify the Agreement, we will notify you using the Notification Email Address. If you continue to use the Services after such notice, we will consider that you accept the modifications to the Agreement. You may object to such modifications to the Agreement by contacting us at info@primlogix.com, and if you are unable to reach a mutually acceptable modification, you may exercise your right to terminate for cause under Article 20.

c) Version Changes

We may occasionally develop new modules or versions, features, or characteristics related to the Services (each, a "Version Change"). Version Changes are generally included in your subscription to the Services unless otherwise specified by us (the "Excluded Version Change"). The customized configuration of Version Changes and related terms are further described in the Documents and/or the Proposal. Excluded Version Changes may be added through a mutually agreed change request between the parties and may be subject to additional fees and terms and conditions. Excluded Upgrades do not include patches and security updates necessary for the Services to function, for the most part, as described in this Agreement.

d) Third-Party Services

You hereby agree to comply with the terms and conditions of third parties when using the Software Services, including those applicable to third-party websites, sites, and applications made available to you as part of our Services, including integration partners that may be accessible through third-party-developed and owned application programming interfaces ("APIs"). You acknowledge and understand that we are not responsible for these third parties, and you engage with them at your own risk. They are not service providers of DÉV-NTIC.

e) Application Programming Interfaces

DÉV-NTIC may provide you with third-party APIs or APIs developed by DÉV-NTIC ("DÉV-NTIC APIs") that, as agreed between you and us, are part of DÉV-NTIC's Intellectual Property. Your use of DÉV-NTIC APIs must comply with this Agreement and the Documents, which may be modified from time to time to reflect changes in technical and operational environments.

You must use DÉV-NTIC APIs to access the Services. You must not use DÉV-NTIC APIs for any purpose or function or feature not described in the Documents or otherwise communicated to you by us.

3.              Your Obligations and Responsibilities

a) Acceptable Use

You represent and warrant that you will only use the Services for lawful purposes and in accordance with the rules set forth in this Agreement. You agree that you will make commercially reasonable efforts to ensure that your End Users use the Services in compliance with these rules. You remain fully responsible for all acts and omissions of your End Users, and any act or omission of an End User that would constitute a breach of the Agreement if done by you or on your behalf shall be deemed a breach of the Agreement by you.You hereby represent and warrant that, unless expressly authorized in writing by us, you and your End Users will not use the Services in any manner:

i) that is prohibited by Law or regulations or by our policies made available to you, including this Agreement;

ii) that disrupts the use or enjoyment of the Services by third parties, including if such use results in automated, constant, and repeated requests for data other than those authorized under this Agreement and has an adverse impact on our systems or network, including abnormal usage that overloads servers or causes a denial of service for certain parts of our network (e.g., distributed denial-of-service attacks);

 iii) that uses the Services to create, transmit, distribute, or store material that violates intellectual property rights, personal data protection, privacy or publicity rights of individuals, export control, or that may otherwise be threatening, abusive, hateful, or constitute or encourage conduct that would be considered fraudulent, a criminal offense, or liable to civil liability;

iv) that results in (A) sharing of credentials, usernames, and passwords between End Users or between End Users and unauthorized third parties; and (B) distribution, disclosure, or use of any of the Services in any format by or to unauthorized third parties (i.e., other than End Users), including through any time-sharing service, any computer service company, any network, or by any other means;

v) that includes the use of any robot, web crawler, data scraper, deep link, or any other tool, program, algorithm, or similar automated method of data collection or extraction to access, in whole or in part, the Services or to acquire, reproduce, or monitor them;

vi) that involves decompiling, disassembling, or otherwise reverse-engineering or attempting to reconstruct or discover any source code, idea, or algorithm relating to the underlying technology of the Services by any means;

vii) that involves any breach of our security, including, but not limited to:

A) disseminating or transmitting any file that contains viruses, computer worms, Trojan horses, or any other contaminating or destructive element;

B) disrupting the proper functioning of the Services;

C) attempting to hack any security requirement or process in connection with the use of the Services;

D) attempting to access any part of the Services (or any of their systems, networks, servers, or other related equipment) to which you are not authorized to access;

E) attempting to disrupt the operation of the Software Services, their servers, or their networks in any way;

F) failing to comply with any requirement, procedure, policy, or regulation of your network connected to the Software Services;

G) manipulating identifiers to conceal the origin of any content transmitted or uploaded to the Software Services, or the source of any content;

H) modifying the Software Services in any unauthorized manner;

 (collectively, "Abuse").

You agree and acknowledge that an indirect violation or attempt to violate this Section 3.a) shall be considered an Abuse. If we discover that you (or your End Users) are about to commit an Abuse (including facilitating an Abuse), we may suspend all or part of the Services on a preventive basis, with or without notice. If no prior notice has been provided, we will send you a written notice as soon as possible and conduct an investigation to reasonably determine whether the suspension of the Services should be maintained.

b) Access Restrictions

Certain countries are highly at risk for cyber-attacks, hacking, and spamming. Access to the Software Services is therefore blocked from these countries, as indicated in the Documents and subject to change without notice.

Upon Client's request, a country may be temporarily unblocked if the Client foresees the need to access PRIM from one of these countries. It is the responsibility of the Client to verify the availability of access before traveling to the destination by contacting DÉV-NTIC.

c) Account

End Users are responsible for maintaining the confidentiality of their access codes and other unique identifiers used to access the Software Services ("Credentials"), and DÉV-NTIC shall not be liable in the event that any of these Credentials is compromised. If Credentials have been compromised, you must immediately notify us of the situation so that we can conduct reasonable investigations. You agree to cooperate with us in such investigations.

d) Administration of Software Services

You are responsible for understanding the settings, privileges, and controls related to the Software Services and determining who is allowed to become an End User and choosing the settings and privileges for any End User. DÉV-NTIC is not responsible for managing End Users, settings, and controls available with respect to the Software Services.

You agree to promptly notify us of any changes to your Notification Email Address. If you fail to do so, we assume no liability for any notices or communications that you do not receive.

4. Interruption and Suspension of Software Services

a) Maintenance

While we strive to perform scheduled maintenance without service interruption, certain maintenance shutdowns may be necessary to ensure the security, integrity, and full functionality of our Services. We will make efforts to conduct maintenance during off-peak hours, such as nights and weekends. Where possible, we will provide advance notice of scheduled maintenance to the Client through the Notification Email Address or other electronic means.

b) Urgent Security Issues

Unless otherwise specified, we reserve the right to suspend, with or without notice, all or part of the Services in the event of urgent security issues.

c) Suspension for Legal Compliance

We may, at our sole discretion and at any time, suspend the provision of the Services, as necessary, to comply with any applicable law.

5. Support and Technical Assistance

DÉV-NTIC ensures the proper functioning of the Software Services under the conditions and technical requirements indicated in the Documents. We provide technical support for your use of the Software, in accordance with the support terms.

Normal business hours are Monday to Friday, 8:00 a.m. to 5:00 p.m. Eastern Standard Time, excluding holidays in effect in Quebec and any other office closure periods of DÉV-NTIC for which the Client has been notified by newsletter. These days are considered outside of normal business hours, even between 8:00 a.m. and 5:00 p.m. ( UTC-5)

6. Proposal; Fees; Taxes and Duties

a) Proposal; Request for Modification

The Proposal specifies the Subscription Term and payment terms (including frequency, amounts, and payment method(s)).

The Proposal is deemed approved upon acceptance by the Parties through their handwritten or electronic signature or by any other means deemed satisfactory by DÉV-NTIC.

In case of conflict between the Proposal and the Service Terms, the Proposal takes precedence over the Service Terms.

The Client may request modifications to certain parameters stipulated in the then-current Proposal through a request for modification to the Proposal ("Request for Modification"), which may be approved by DÉV-NTIC on a case-by-case basis, as required by and acceptable to the Client, at the sole discretion of DÉV-NTIC.

Notwithstanding any contrary provision in the Service Terms, DÉV-NTIC may modify the Fees prior to each Renewal of the Subscription Term. If DÉV-NTIC decides, at its sole discretion, to modify the Fees, it will notify the Client at least sixty (60) days before the end of the then-current Subscription Term by sending an email to the Notification Email Address.

b) Fees; Payments; Refunds

During the Subscription Term, you agree to pay us the fees described in the Proposal in consideration for our provision of the Services, all in accordance with this Section 6 and the payment terms (billing frequency, authorized payment methods, etc.) set out in the Proposal ("Fees").

Unless otherwise specified in the Proposal, all rates stated in this Agreement are in Canadian dollars. Customers outside Canada will be billed in USD.

Unless otherwise specified in the Proposal, the Client must settle invoices using an electronic payment solution, such as pre-authorized debit (PAD), electronic fund transfer (direct deposit or EFT), or Interac e-Transfer.

If you choose the PAD solution, you hereby authorize us to debit the Fees from your bank account, as applicable, and represent and warrant that you have provided us with accurate and truthful financial information as required for us to debit the Fees from your bank account. You also represent and warrant that you will promptly notify us of any changes to your financial information. You are responsible for all fees resulting from your failure to inform us of any changes, or fees incurred by DÉV-NTIC if your payment is declined for any reason.

Notwithstanding the above, DÉV-NTIC is not obligated to make such payment methods available to the Client, and different payment methods may be made available to the Client according to the terms and conditions set forth in the Proposal. We may change our billing options at any time by informing you through the Notification Email Address at least thirty (30) days in advance.

Subject to applicable laws, the Services are non-refundable, and we are not obligated to refund any Fees you have already paid for any reason.

Unless otherwise specified in the Proposal, all invoices issued to the Client by DÉV-NTIC are payable according to the following payment terms:

a) Licenses for the Software Services are payable in advance. Payment for licenses is due before the start of the Subscription Term or upon receipt of the invoice if it is an addition of licenses for the ongoing Subscription Term. They are invoiced to the Client thirty (30) days before the start of the Renewal Term.

 b) Other "à la carte" Services are due Net 15 Days from the billing date.

DÉV-NTIC may terminate these Service Terms (including the Proposal or any statement of work in progress) for cause, and it is not required to provide the Services until all invoices have been paid. Any unpaid portion of the Fees after the due date will accrue interest at a monthly rate of 1.5% (18% annually). The Client is responsible for all reasonable costs (including attorney fees) that DÉV-NTIC may incur in collecting unpaid Fees. The foregoing does not apply if any portion of the Fees is disputed in good faith, including if the matter is subject to mediation under Section 21(b) or arbitration under Section 21(c).

DÉV-NTIC reserves the right to increase the hourly rates by a maximum of 10% of the then-current rate, annually, following written notice of thirty (30) days to the Client, and to increase the license fees following written notice of sixty (60) days to the Client.

All Fees stated in this Agreement do not include applicable taxes, if any.

c) Software Licenses

The types of Software Licenses (as defined in Section 9(c)) and their pricing are described in the Documents.

The number of licenses acquired by the Client determines the number of authorized users allowed to use PRIM simultaneously.

All of the CLIENT's licenses must be of the same type and frequency. This frequency and the related terms for adding, removing, and payment regarding these changes are detailed in the Proposal.

d) Taxes and Duties

If DÉV-NTIC is required by Law or in connection with its administration to collect applicable taxes and duties from the Client, the Client shall pay such taxes and duties to DÉV-NTIC simultaneously with the payment of the Fees and in addition to such payment (and simultaneously with the payment of any other financial consideration payable under this Agreement and in addition to such payment), unless the Client is eligible for an exemption from paying such applicable taxes or duties, in which case the Client shall, instead of making payment of the applicable taxes and duties to DÉV-NTIC, provide DÉV-NTIC with the certificates, choices, or other documents required by Laws or in connection with their administration to substantiate the exemption requested by the Client and give effect to it. If DÉV-NTIC is not required by Law or in connection with its administration to collect applicable taxes and duties, the Client shall pay such taxes and duties directly to the relevant taxing authority and provide proof of such payment to DÉV-NTIC upon request.

The Client shall make all payments under this Agreement without any deduction or withholding for any taxes or duties ("Tax Deduction"), unless a Tax Deduction is required by law. If a Tax Deduction is required by law, then (i) if the Tax Deduction relates to taxes or duties other than those imposed on DÉV-NTIC's net income, the relevant amount payable by the Client under this Agreement shall be increased to correspond to the amount that, following any required Tax Deduction, would result in DÉV-NTIC receiving the amount that would have been received if no Tax Deduction had been required; (ii) the Client shall promptly notify DÉV-NTIC upon being informed that it must make a Tax Deduction (or that there is a change in the rate or method of calculating a Tax Deduction); and (iii) the Client shall, within the required time period, remit the amount of the Tax Deduction to the competent tax authorities. The Client shall use commercially reasonable efforts to mitigate, reduce, or eliminate any Tax Deduction (including, without limitation, by taking advantage of any reduction in the tax rate provided by any applicable international double tax treaty in force).

7. Term

These Service Terms are effective from the approval of the Proposal until the expiration of any Subscription Term and Renewal Term, unless earlier terminated in accordance with these terms (in which case they shall terminate as of the termination date) or if a statement of work is still active (in which case they shall terminate upon completion of the project or work specified in that statement) ("Term").

The Subscription Term begins on the date specified in the Proposal and ends at the end of the period specified therein ("Subscription Term"). The Subscription Term automatically renews for one (1) year (or one (1) month in the case of a monthly plan), unless otherwise indicated by either party at least thirty (30) days (or at least three (3) days in the case of monthly plans) prior to the end of the then-current Subscription Term (each, a "Renewal Term").

8. Intellectual Property

Except as expressly provided in this Agreement, we remain the sole and exclusive owner of all rights, titles, and interests, including all Intellectual Property, in relation to the Services, the Documents, and our Confidential Information. Notwithstanding any contrary provision, DÉV-NTIC is also the sole owner of any suggestions, requests for improvement, recommendations, or other feedback provided by the Client (or its end-users) relating to the Services ("Feedback"), as long as they relate to the Services, and the Client hereby assigns all its rights, titles, and interests in and to the Feedback to DÉV-NTIC without any limitation, and DÉV-NTIC accepts such assignment. Upon our reasonable request and at our expense, you will execute and deliver all documents and take all other actions that we may reasonably require to assist us in acquiring, developing, and maintaining our Intellectual Property in and to the Feedback.

The Client remains the sole and exclusive owner of all rights, titles, and interests in its Intellectual Property.

The Software Services may include Open Source Software. The terms and conditions governing your use of such Open Source Software are in accordance with the Open Source License Terms associated with such Open Source Software.

9. License

a) Licenses for Client Data

You retain all rights, titles, and interests in all Client Data, provided that you grant us a revocable (but solely under these Conditions), fully paid-up, non-exclusive, royalty-free, limited, worldwide license to collect, reproduce, distribute, use, and display the Client Data as may be necessary for us to provide the Services or exercise our rights and obligations under this Agreement.

Notwithstanding any contrary provision in this Agreement, you agree and acknowledge irrevocably that DÉV-NTIC owns all rights, titles, and interests, including, without limitation, all Intellectual Property rights, in anonymized data and data related to usage, which may be used and exploited by DÉV-NTIC for any purpose.

b) Licenses for Generated Documentation

The Services may include the provision of reports, self-generated and customized questionnaires, or similar documents to the Client (collectively, "Generated Documentation"). Unless otherwise specified in the Proposal, DÉV-NTIC hereby grants the Client a limited, non-exclusive, non-transferable, non-sublicensable license to reproduce, print, download, and use all Generated Documentation solely in accordance with this Agreement and for your commercial purposes and those of your Representatives. This license shall remain in effect after the Term.

c) Licenses for Services

Subject to your compliance with this Agreement, including payment of the applicable Fees, we hereby grant you a non-exclusive, non-transferable, non-sublicensable, revocable (but solely under this Agreement) right and license, for the Subscription Term, to download, install, use, and access the Software Services (and allow your end-users to access and use the Software Services) for legitimate business purposes, subject to the descriptions, terms, technical specifications, and types of licenses described in the Documents and indicated in the Proposal ("Software Licenses"). It is understood between the Parties that the Software Licenses should allow the Client to continue benefiting from the Services (subject to compliance with the Agreement and the validity of the subscription) in the event of DÉV-NTIC's bankruptcy with permanent closure, including the source code of the Software in the absence of a company to take over the development and support of the Software Services. All rights not expressly granted under these terms are reserved by DÉV-NTIC. End-users may only use the Software Services provided the Client remains responsible for its end-users.

10. Confidential Information

a) Exclusions

Confidential Information does not include information for which the receiving Party can demonstrate: (i) that it is readily accessible to the public in the same form without any fault on the part of the receiving Party; (ii) that it does not originate from the disclosing Party and has been legally obtained by the receiving Party in the same form from an independent third party without any restriction on disclosure; or (iii) that it does not originate from the disclosing Party and the receiving Party was in possession of such information in the same form prior to its disclosure to the receiving Party by the disclosing Party.

b) Obligations

The receiving Party acknowledges and agrees that the Confidential Information constitutes proprietary information of the disclosing Party and may constitute intellectual property of the disclosing Party, whether or not any part thereof is or may be validly protected by copyright or patented. The receiving Party shall use the Confidential Information of the disclosing Party solely for the purposes stated in this Agreement and shall protect such Confidential Information by exercising a degree of care and confidentiality at least equivalent to that it exercises for its own confidential information and, in no event, less than a reasonable degree of care and confidentiality.

The receiving Party shall take all reasonable measures necessary to ensure that the Confidential Information of the disclosing Party is not made accessible or disclosed to any third party by the receiving Party or any of its Representatives, except (i) as required by applicable law, including a valid court order; (ii) with the prior written consent of the disclosing Party; or (iii) as otherwise permitted by this Agreement or reasonably inferred from it. The receiving Party shall exercise due diligence to ensure that its Representatives are subject to the same confidentiality obligations.

The receiving Party may not make any copies or reproductions of the Confidential Information of the disclosing Party (in any form) except as required for the purposes of this Agreement (including backup and business continuity purposes).

c) Obligations upon Termination

Upon termination of these Service Terms for any reason, the receiving Party shall promptly return all Confidential Information it has in its possession to the disclosing Party or destroy such Confidential Information, at the option of the disclosing Party. Notwithstanding the foregoing, the receiving Party is allowed to retain copies to the extent required to comply with applicable law, for its business records, or as part of its business continuity, in which case the receiving Party shall ensure the confidentiality and integrity of such Confidential Information for as long as it remains in its custody and shall securely delete it as soon as reasonably possible.

11. Personal Data

a) Collection, Use, and Disclosure of Personal Data

You agree and acknowledge that we collect, use, and disclose Personal Data in accordance with our Privacy Policy.

The Client is responsible for complying with applicable law regarding the collection, use, and disclosure of Personal Data through the Software Services. Without limiting the generality of the foregoing, you represent and warrant that you have obtained all necessary consents or are relying on another legal basis to allow us to collect, use, and disclose Personal Data as stated in our Privacy Policy and to the extent necessary to provide the Services.

We will make commercially reasonable efforts to assist you in responding to requests for privacy protection, such as the right of access, rectification, or erasure of Personal Data, among others. If we receive such requests concerning your end-users, we will promptly notify you. The parties agree to cooperate in good faith to the extent necessary to respond to such requests in accordance with applicable law and as otherwise required to comply with applicable law.

To the extent that the European Union's General Data Protection Regulation applies to you, your customers, or our processing of Client Data for any reason, the Data Processing Addendum [9] is hereby added to and deemed an integral part of this Agreement.

b) Security Breach

In the event of a Security Breach involving Personal Data, we will notify you within forty-eight (48) hours after becoming aware of a Security Breach affecting Personal Data using the notification email address, providing sufficient information to enable you to fulfill your obligations to report to or inform affected individuals or authorities. If such information is not available at the time of the notice, we will follow up as the information becomes available. We may notify affected individuals directly without first obtaining your prior written consent if required by applicable law or if such mode of notification is more appropriate under the circumstances.

12. Information Security

Taking into account factors such as the sensitivity and quantity of Client Data, the nature, scope, context, and purpose of the use, collection, and disclosure of Client Data, as well as the inherent risks associated with such use, collection, and disclosure, including the rights and freedoms of individuals, DÉV-NTIC will implement appropriate physical, administrative, technical, and technological security measures to ensure an adequate level of security for the risks associated with Client Data.

The Client agrees to exercise reasonable diligence in preventing the transmission of any computer virus, worm, bug, or other computer infection to the Software Services. The Client is solely responsible for educating its end-users, providing them with training, and securing its own network and technologies and assets used to access the Software Services.

To the extent permitted by applicable laws, DÉV-NTIC shall not be liable for any loss of data caused by: any intentional or unintentional act of an end-user, intrusion by a malicious person (hacker, cracker, etc.), an external agent to the system (virus, spyware, any other software), failure of the Software Services and/or computer hardware. The Client is responsible for taking appropriate measures to protect its IT environment from various risks that may infect it.

13. Advertising

By subscribing to our Services, you hereby agree (i) that we may publicly use your name and logo together with the names and/or logos of other clients on our website and in our client lists, proposals, investor presentations, and sales presentations; and (ii) that each party shall obtain the other party's prior written consent before publishing any press release.

You may contact us at info@primlogix.com to withdraw the consent provided under this Article 13.

14. Representations and Warranties

We represent and warrant that the Services will substantially conform to the Documents and will be provided in a professional manner.

In addition to other representations and warranties provided in this Agreement, you represent and warrant that (i) all your end-users are at least sixteen (16) years old; and (ii) you have never been subject to suspension or prohibition from using the Services.

Each party represents and warrants (a) that it has the necessary power and authority to enter into this Agreement; and (b) that it will comply with all applicable laws in connection with the provision or use of the Services, as applicable.

15. Indemnification; Remedies

You hereby agree to indemnify, defend, and hold us (including our Representatives) harmless from and against all claims, penalties, fines, costs, expenses (including reasonable attorneys' fees), actions, damages, losses, or liabilities, directly or indirectly, arising out of or relating to: (i) your access to the Services, your use of the Services, or your alleged use of the Services in an unauthorized manner under the Agreement, including, without limitation, any breach of Articles 3 and 14; and (ii) negligence, fraud, and inadvertent misconduct on your part.

16. Disclaimer

**Except as provided in this Agreement, (i) we do not warrant that the Services will be uninterrupted or error-free; (ii) we do not provide any warranty regarding the results that may be obtained from the use of the Services; (iii) DÉV-NTIC is the sole entity authorized to make representations or warranties on its behalf; (iv) we do not warrant that the Services will be in accordance with representations made by our Representatives that are inconsistent with the Documents; (v) the Services are provided "as is," "where is," and "as available"; (vi) to the fullest extent permitted by law, we make no other representations, conditions, or warranties, express or implied, as to the accuracy, quality, reliability, or completeness of any data or information (including any generated Documentation) provided in connection with or as a result of using the Services; and (vii) we expressly disclaim any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Unless otherwise stated in this Agreement, you hereby waive any rights you may have with respect to any of the foregoing warranties, representations, or conditions, whether express or implied. The Client is solely responsible for the accuracy, truthfulness, and quality of the Client Data as well as any content, advice, or information that is directly or indirectly provided or transmitted through the Services by the Client (or its end-users). We exercise no control and assume no responsibility for the accuracy, truthfulness, and quality of such advice and Client Data, including, but not limited to, violations of intellectual property, applicable law, and data protection rights. DÉV-NTIC is not a company that provides human resources, marketing, legal, financial, accounting, tax, insurance, healthcare, real estate, or other professional services or advice. If you need such assistance, please seek the services of a competent professional. You acknowledge and agree that any data (including any generated Documentation) produced by the Services or obtained through the Services (or resulting from their use) is provided for informational purposes only. We assume no responsibility whatsoever for any business or professional decisions based on such data. You must ensure that the data is accurate and consistent. We do not operate the networks of wireless communication service providers or other communication service providers through which you may access the Services, and we have no control over the activities of such providers. Therefore, (i) we disclaim any liability and obligation with respect to your use of such providers to access the Services; and (ii) we cannot guarantee the confidentiality or security of wireless data transmissions. No other verbal advice or written or electronic information provided by DÉV-NTIC or its Representatives shall create a warranty.

17. Limitation of Liability

To the fullest extent permitted by law, neither party shall be liable to the other party or its Representatives for any loss of profits or any indirect, incidental, consequential, or special damages or exemplary damages arising out of or in connection with the provision of the Services or the satisfaction of any other obligation under this Agreement, even if a party has been advised of the possibility of such damages.

Notwithstanding any contrary indication, to the fullest extent permitted by law, our total liability to you for any damages arising out of or related to this Agreement, whether under statute, contract, tort, or otherwise, shall not exceed the amounts of Fees you have paid under this Agreement during the twelve (12) months preceding the event giving rise to such damages.

18. Major Force

Except for payment of Fees, neither party shall be responsible for any delays or failures in performance under these terms for reasons beyond its reasonable control, including, but not limited to, acts of God, criminal acts, actions taken by the government in its sovereign or contractual capacity, floods, earthquakes, and other natural disasters, strikes or other labor disputes, acts of war, acts of civil disobedience, denial of service attacks and distributed denial of service attacks, ransomware, and other cyber-attacks not caused or facilitated by negligence ("Force Majeure Event"). The parties shall promptly notify each other if a Force Majeure Event occurs.

19.Export Control; Anti-Corruption

Each party shall comply with all applicable laws regarding anti-corruption, including, but not limited to, the Corruption of Foreign Public Officials Act (Canada), as amended from time to time ("Anti-Corruption Laws"). Neither party nor any of its Representatives is or has been the subject of any investigation or inquiry by any authority regarding actual or potential violations of Anti-Corruption Laws. If a party has been subject to such investigation or inquiry, it represents and warrants that it has not been found guilty of any violation of applicable law and that no charges have been brought against it. Notwithstanding any contrary indication, if a party takes any action that could constitute a violation of Anti-Corruption Laws, the other party may immediately terminate this Agreement.

The Client acknowledges that the Services may be subject to Canadian and U.S. export laws and regulations, as well as the export laws and regulations of other countries, including, but not limited to, the Export Administration Regulations of the U.S. Department of Commerce and any U.S. government administrative laws made under them.

The Client represents and warrants that neither it nor any of its Representatives will export, re-export, distribute, or otherwise transfer the Services or any related technical information, directly or indirectly, to any country for which the relevant authorities (including Canadian and U.S. governmental entities) require an export license, other government approval, or assurance letter, without first obtaining such license, approval, or letter, including, but not limited to, any country listed on the Canadian Area Control List or subject to Canadian economic sanctions.

20. Termination

a) Termination

DÉV-NTIC may suspend or terminate the Service Terms (or a Statement of Work, if multiple are active) for cause (i) upon providing written notice of thirty (30) days of a material breach of the Agreement to the Client if such breach remains uncured at the expiration of such notice period; (ii) immediately upon written notice in the following cases:

**A) The Client becomes subject to a bankruptcy petition or any other insolvency, receivership, liquidation, or assignment for the benefit of creditors proceeding;

B) The Client refuses a modification to these Terms as more fully set forth in Article 2;

C) The Client or an End User engages in Abuse as described in Article 3, if DÉV-NTIC has conducted a reasonable investigation confirming that the Abuse has occurred;

D) In the case of a violation of Anti-Corruption Laws as described in Article 19;

E) The Client fails to pay any outstanding Fees as described in Article 6.b);

F) There is no reasonable prospect that the Client's material breach of this Agreement can be cured within thirty (30) days following receipt of the notice referred to in this Section 21.a).

The Client irrevocably and expressly waives Articles 2125 and 2126 of the Civil Code of Quebec.

We may terminate these Terms and the applicable Proposal without cause by providing you with written notice of ninety (90) days.

If the Services are terminated for any reason, the Client agrees to pay DÉV-NTIC, proportionally to the agreed Fees in the Proposal, for the actual work performed up to the date of termination of the Service Terms (or the relevant Statement of Work, as applicable).

For certainty, the suspension of the Services under Article 3 or this Section 20 (except for a suspension due to the circumstance set forth in paragraph B) above) does not relieve the Client of its obligation to pay any amounts owed to DÉV-NTIC under this Agreement and to comply with any other obligations under these Terms.

b) Effects of Termination

If this Agreement is terminated for any reason or expires, then: (i) except as otherwise provided in this Agreement, the rights granted by one party to the other shall immediately cease; (ii) you shall have limited access to the Services for a period of thirty (30) days during which you may extract your Client Data;

The provisions of Articles 8, 9, 10, 11, 12, 14, 15, 16, 17, 19, 20, 21, and 22 of these Terms shall survive the Term or termination of this Agreement for any reason.

21.Applicable Law; Dispute Resolution

a) Applicable Law

The validity, interpretation, and performance of this Agreement, and the legal relationship between you and us, shall be governed by the laws of Quebec, Canada, and the federal laws applicable therein and shall be construed in accordance therewith, without regard to any choice or conflict of law provision or rule (whether of Quebec or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than Quebec, Canada. The Terms expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

Subject to Sections 22.b) and 22.c) herein, any suit, action, or proceeding arising out of or in connection with the Agreement or any transaction contemplated hereby shall be instituted exclusively in Saint-Jean-sur-Richelieu, Quebec, Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any suit, action, or proceeding.

b) Mediation

Any dispute between the parties arising out of or relating to the application or interpretation of the Agreement that is not resolved within thirty (30) days after the delivery of a written notice of dispute by one party to the other party shall be submitted to mandatory mediation. The parties shall participate in good faith in at least one (1) mediation session by designating an authorized person to attend. The mediator shall be jointly chosen by the parties acting reasonably. The mediation shall be conducted in French or English in the city of Saint-Jean-sur-Richelieu, Quebec, or by electronic means agreed upon by the parties. The parties shall be responsible for their own costs related to the mediation and shall share equally the other costs associated with the mediation, such as professional fees.

If the parties settle the dispute through mediation, they shall jointly prepare a document setting out the terms of the settlement. The document, once signed, shall irrevocably bind the parties and may be submitted for approval to a competent court in the judicial district of Iberville (Saint-Jean-sur-Richelieu), Quebec, Canada.

c) Arbitration

Subject to the provisions regarding mediation set forth above, any dispute, controversy, or claim arising out of or relating to this Agreement or its subject matter, including any question regarding its existence, interpretation, validity, breach, or termination, or the commercial relationship created thereby, shall be submitted to and conclusively resolved by arbitration under the rules of the Canadian Arbitration Association. The place of arbitration shall be Saint-Jean-sur-Richelieu, Quebec, Canada (unless otherwise agreed in writing by the parties). The language of the arbitration shall be French or English, at the option of the parties. A single arbitrator shall be jointly selected by the parties, or if the parties cannot agree, by a judge of the Superior Court of Quebec sitting for the judicial district of Iberville (Saint-Jean-sur-Richelieu). The arbitrator shall have at least five (5) years of experience in commercial law and in the technology sector such as software as a service (SaaS) tools.

The arbitrator shall select one of the final offers submitted by each party, in its entirety and without modification. The arbitrator shall provide detailed reasons for the decision. No hearing is required, and the parties may make written submissions. The decision of the arbitrator is final and binding, and no appeal may be made therefrom. The costs of arbitration shall be shared equally between the parties, and each party shall bear its own representation costs. Notwithstanding the foregoing, in the event that the decision of the arbitrator is in favor of DÉV-NTIC, the Client shall be solely responsible for bearing the costs of arbitration. The decision of the arbitrator may be enforced by any competent court.

The arbitration proceedings and awards shall be treated as confidential information.

22. General Provisions

The waiver of a breach of any provision of this Agreement shall not be deemed or interpreted as a waiver of any other or subsequent breach.

If any provision of this Agreement is found to be in violation of any applicable law or is illegal for any reason, such provision shall be deemed to be severed from this Agreement without affecting the validity of the remaining provisions.

This Agreement constitutes the entire agreement between the parties and supersedes all oral and written agreements between them relating to its subject matter.

We may assign this Agreement, in whole or in part, at any time as part of a good faith business reorganization, sale of our assets, merger and acquisition, or bankruptcy filing. You may not assign this Agreement or any portion thereof to another person without our prior written approval, which shall not be unreasonably withheld. Any attempt by you to assign this Agreement without our consent is void. You may not transfer to another person, temporarily or permanently, the rights to use the Services or any portion thereof.