Master Subscription Agreement

This agreement governs your acquisition and use of our services. If you are testing our software for a free trial for our services, the applicable provisions of this agreement will also govern that free trial unless otherwise specified. By accepting this agreement, either by clicking a box, or proceeding with a selected box indicating your acceptance, or by executing an order form that references this agreement, either by you or by any member of your corporation; you agree to the terms of this agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the services. You may not access the services if you are our direct competitor, except with our prior written consent. You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

1. DEFINITIONS

1.1 4127854 Canada Inc is the operating company for this website, unless otherwise specified in the customer contractual agreement, and shall be subsequently referred to as SHAIN in this agreement.

1.2 “Customer Data” means all data or information submitted by or on behalf of Customer to the Service.

1.3 “Documentation” means all user manuals and online help provided by SHAIN to its customers generally pertaining to the Service.

1.4 “Service” means the online, web-based software as a service application made available to Customer by SHAIN, as described in an Agreement or Order Form.

1.5 “Software” shall mean any plug-ins, agents, mobile applications, administrative code, APIs or other software that SHAIN may provide to Customer in connection with the Service. In the event SHAIN provides any Software, such Software shall be part of the Service.

1.6 “Term” shall mean the period during which your Users are authorized to use or access the Service pursuant to the terms set forth in the Agreement, or section 2.3 between the user corporation and SHAIN.

1.7 “User” shall mean an individual who is authorized by Customer to use or access the Service and for whom a subscription to the Service has been procured. Users may include Customer’s employees, contractors and agents.

1.8 “User Fee” means SHAIN’s then current fee for a corporate plan to access and use the Service for the then current Term

2. OUR RESPONSIBILITIES

2.1 Provision of Purchased Services. We will (a) make the Services and Content available to you pursuant to this Agreement and the applicable Order Forms, (b) provide applicable standard support for the Services to you at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime, and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, or denial of service attack.

2.2 Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of your data by our personnel including employees and subcontractors except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) allow for access and system testing by our team of employees and subcontractors for system upgrades and other technical requirements. (c) You are responsible for the creation, addition, and deletion of your data. (d) Code Updates. From time to time SHAIN will update it’s code and this may affect the user interface. SHAIN reserves the right to improve its service offering as such and agrees to provide adequate documentation and support to address user inquiries related to the impact of its current use of the service. (e) Unless otherwise specified, data shall be kept active on live servers for a minimum period of 60 months from the data entry date, SHAIN makes no guarantees related to the data preservation after 60 months from the entry date. (f) Upon termination of the services as defined in the Agreement, or in sections 2.3, the user Data shall be forwarded in pdf format in their current state. All data created from the use of SHAIN throughout the course of this mandate shall be permanently deleted within a period of 30 days from termination date.

2.3 Usage Restrictions. You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or your Users, unless expressly stated otherwise, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in an outsourcing offering, including the creation of technical reports and support documents (c) use a Service or to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, or use any of Our Services to access or use any of Our intellectual property except as permitted under this Agreement, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted, (k) access any Service or Content in order to build a competitive product or service or to benchmark with a Non – SHAIN product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law). Any use of the Services in breach of this Agreement by You or Users that in Our judgment threatens the security, integrity or availability of our services, may result in our immediate suspension of the Services, however we will use commercially reasonable efforts under the circumstances to provide you with notice and an opportunity to remedy such violation or threat prior to such suspension. (m) shall not copy, reproduce or extract, or forward copywrite content such as but not limited to database sector definitions, video tutorials, algorithm functions, instructional material to 3rd parties that are not granted access to SHAIN’s service, this content is provided to users for their unique personal use limited to one person per user license. (n) unless otherwise specified, free trials shall last for a minimum period of 7 days, SHAIN will proceed to delete trial data at the end of the free trial unless the free trial is converted and continued into a paid service before the termination date, or unless specified otherwise. One free trial session is the limit per person regardless of company names or email addresses. Free trials are limited to end users defined by a company claimant definition in the case of use for support documentation for tax credits, and are not applicable for resellers or 3rd parties unless otherwise specified.

3. FEES

3.1 Pricing and Payment. Customer shall pay all fees or charges accruing to Customer’s account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is or becomes due and payable. Charges will be equal to the terms as agreed and confirmed in a user agreement, or as otherwise specified by SHAIN. Payments will be made annually in advance unless otherwise mutually agreed. All payment obligations are non-cancellable and all amounts paid are non-refundable. Customer is responsible for paying all User Fees ordered for the entire Term, whether or not such Users actually use the Service. Customer must provide SHAIN with an approved agreement as a condition to being granted access to the Service. Customer may add Users by paying applicable User Fees. Added Users will be subject to the following: (i) the term of use for such Users will be coterminous with the then-remaining Term; (ii) the fee for the added Users will be the then current, generally applicable User Fee; and (iii) Users added during a billing period will be charged in full for that billing period. SHAIN reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least thirty (30) days prior notice to Customer, which notice may be provided by e-mail or by posting in the Service, provided that SHAIN will not change fees during any Term. If Customer does not agree to the modification to the fees or charges, Customer may terminate their account by providing notice as outlined in the terms of the agreement. Fees for other services, including Professional Services if any, will be charged on an as quoted basis. All pricing terms are confidential, and Customer shall not disclose them to any third party.

3.2 Billing Information. Customer agrees to provide SHAIN with complete and accurate billing and contact information, which shall include Customer’s legal company name, street address, valid e-mail address, and name and telephone number of an individual who will be responsible for and authorized to make all decisions concerning the Service on Customer’s behalf, including acting as a billing contact. Customer will update such information within thirty (30) days of any change to it. If the contact information Customer has provided is false or fraudulent, SHAIN reserves the right to terminate Customer’s access to the Service in addition to any other legal remedies.

3.3 Adjustments and Credits. In the event that Customer believes its charges are incorrect, Customer must contact SHAIN in writing within forty five (45) days of the date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

3.4 Taxes. SHAIN’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on SHAIN’s income. If SHAIN is required to pay or collect any federal, state, provincial, municipal, local or value-added tax on any fees charged under this Agreement, or any other similar taxes or duties levied by any governmental authority, excluding taxes levied on SHAIN’s net income, then such taxes and/or duties will be billed to and paid by Customer immediately upon receipt of SHAIN’s invoice and supporting documentation for the taxes or duties charged.

4. WARRANTIES AND DISCLAIMER

4.1 SHAIN Warranties. SHAIN warrants (i) the Service will be provided in conformity with generally prevailing industry standards, (ii) the Service will perform materially in accordance with the Documentation under normal use and circumstances; and (iii) it will perform all Professional Services in a professional and workable manner. Customer must report any material deficiencies in the Service to SHAIN in writing within thirty (30) days of Customer’s discovery of the defect. Customer’s exclusive remedy for the breach of the warranties in (i) and (ii) above will be for SHAIN to use commercially reasonable efforts to provide the Service in accordance with this Agreement. Customer’s exclusive remedy for the breach of the warranty in (iii) above will be for SHAIN to re-perform the applicable Professional Services, and if SHAIN is unable to perform such Professional Services as warranted within a reasonable time following receipt of written notice of breach, Customer shall be entitled to terminate the applicable service and recover the fees paid for the nonconforming Professional Services.

4.2 Government Subsidy and Tax Credit Programs. It is customary for Customer to use the documentation service managed by SHAIN to present to government authorities to prepare or support a claim interest. SHAIN does not provide any advice or consultation related to the preparation of such documents , or warranty the outcome of any applications made to governments by use of the SHAIN functions. Customer assumes full responsibility for verification the accuracy of the content presented, SHAIN is limited to the creation of documents in draft form solely based on the user entries.

4.3 Customer Warranties. Customer warrants and represents that Customer has all necessary consents to allow SHAIN to use and disclose to Customer any and all Information about Customer’s Users collected or acquired by SHAIN.

4.4 Data Communication. Customer will have access to the service and the data by a Software as a Service model, unless otherwise requested providing access to data by internet, and SHAIN provides automatic email updates of data summary by standard email protocols and this confirms explicit consent to communicate by email to companies, users and its representatives. Companies must request in writing to SHAIN to option out or alter the current access to data and data summaries configurations if desired.

4.5 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, GUARANTEES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH ANY DESCRIPTION, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. SHAIN EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, GUARANTEES OR CONDITIONS. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, SHAIN MAKES NO REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY COMPONENT OF THE SERVICE. SHAIN DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SERVICE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY INFORMATION OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE ABSENT OR WILL BE CORRECTED, OR (F) THE SERVICE OR THE COMMUNICATION FACILITIES, INCLUDING, WITHOUT LIMITATION, THE INTERNET, THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR ARE SECURE FROM INTERRUPTION, INTERCEPTION OR CORRUPTION BY THIRD PARTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED TO CUSTOMER STRICTLY ON AN “AS IS”, “WHERE IS” AND “AS AVAILABLE” BASIS. THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRY OF THIS AGREEMENT AND CONTINUE IN EFFECT.

5. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHAIN HEREBY EXCLUDES FOR ITSELF, AND ITS LICENSORS AND SUPPLIERS (INCLUDING WITHOUT LIMITATION, ANY THIRD PARTY PROVIDING THIRD PARTY SERVICES), ANY LIABILITY IN EXCESS OF THE FEES PAID BY CUSTOMER TO SHAIN DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OR ACT OR OMISSION GIVING RISE TO THE CLAIM (THE”COMPENSATION AMOUNT”), HOWSOEVER CAUSED, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. SHAIN SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, OR FOR ECONOMIC LOSS, LOSS OF REVENUE OR PROFITS OR INVESTMENT OR THE LIKE, LOSS OF BUSINESS, LOSS OF INFORMATION OR DATA, OF OTHER FINANCIAL LOSS, PROPERTY DAMAGE OR PERSONAL INJURY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION, MAINTENANCE, USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THE SERVICE, PROFESSIONAL SERVICES AND THE SOFTWARE, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR SHAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SHAIN SHALL HAVE NO LIABILITY TO ANY THIRD PARTY OTHER THAN CUSTOMER CLAIMING RIGHTS UNDER THIS AGREEMENT. THERE ARE NO RIGHTS UNDER THIS AGREEMENT FOR ANY THIRD PARTY BENEFICIARY. THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

5.1 Entire Agreement. This Agreement (including any Order Forms) constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.

5.2 Amendments. SHAIN may amend this Agreement by giving notice which may be provided by posting in the Service panel.