ORDERGRID INC. PLATFORM SERVICE TERMS OF SERVICE

Last update: February 20, 2023

ORDERGRID INC.PLATFORM SERVICE TERMS OF SERVICE

Please read these Terms of Service (these “Terms”) carefully. These Terms constitute a legally binding agreement between you (“Client”,“you” or “your”) and OrderGrid Inc., a company incorporated and registered in Canada (company number 11978390) which has itsregistered office at 780 Tapscott Road, Unit 5, Scarborough, Ontario, M1X 1A3 (“OrderGrid”, “we”, “our” or “us”). These Terms governyour access to and use of the Services (as defined herein).

1. ACCEPTANCE.

1. 1.1  BY ACCESSING OR USING THE SERVICES YOU ARE INDICATING YOUR ACCEPTANCE TO BE BOUND BY THESE TERMS (INCLUDINGTHE LINKED DOCUMENTS REFERENCED HEREIN). IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT ACCESS OR USE THESERVICES.
2. 1.2  IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THEAUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS, IN WHICH CASE “CLIENT”, “YOU” OR “YOUR” WILL REFER TOSUCH ORGANIZATION. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUSTNOT ACCEPT THESE TERMS AND MAY NOT ACCESS OR USE THE SERVICES.
3. 1.3  These Terms are effective on the earlier of the date that (a) you first access or use the Services; or (b) you execute anEstimate/Order Form that references these Terms (“Effective Date”). You acknowledge the OrderGrid Privacy Statementlocated at ordergrid.com/privacy-policy (the “Privacy Statement”), as it may be amended from time to time.
4. 1.4  Client acknowledges the OrderGrid Privacy Statement located at ordergrid.com/privacy-policy (the “Privacy Statement”), as itmay be amended from time to time.

2. SERVICES AND SERVICE LEVELS.

2.1 Description. Subject to these Terms, Client shall have the non-exclusive, worldwide, limited right to access and use (a)OrderGrid’s proprietary web-based platform and associated technology (including any modifications, enhancements, APIs (asdefined herein) or integrations, and any optionally procured modules) procured by Client from OrderGrid in the Estimate/OrderForm and any subsequent Estimate/Order Form from time to time, including associated components but excluding Third PartyServices, Supplemental Support Services and Professional Services (the “Platform Service”), (b) all data, reports, text, images,sounds, video, and content, including any offline reports, pricing matrices, or other content, made available to you through thePlatform Service (collectively, the “Content”), (c) supplemental, technical support services which may be subject to additionalfees as outlined in the Estimate/Order Form (the “Supplemental Support Services”) and (d) general consulting, implementationand/or training services to be provided to Client pursuant to the terms hereof and an Estimate/Order Form or as described ina separate statement of work entered into under these Terms and in which these Terms are referenced (each such statementof work, a “SOW” or “Statement of Work”), the (“Professional Services”) ordered by Client (collectively, the “Services”) duringthe applicable period set forth in Client’s applicable Estimate/Order Form or SOW solely for the internal business operations ofClient. These Terms shall also apply to updates and upgrades subsequently provided by OrderGrid to Client for the PlatformService.

If Client orders OrderGrid’s Platform Service under an Estimate/Order Form, Client and Client’s majority owned subsidiariesshall have the non-exclusive, worldwide, limited right to use the Services ordered by Client under that Estimate/Order Formonly, during the applicable period set forth in that Estimate/Order Form or SOW, solely for the internal business operations ofClient and of Client’s majority owned subsidiaries. Client’s majority owned subsidiaries and Authorized Users authorized byClient’s majority owned subsidiaries must comply with these Terms and the applicable Estimate/Order Form, Client isresponsible for Client’s majority owned subsidiaries and their Authorized Users’ compliance with these Terms and theapplicable Estimate/Order Form. Client’s majority owned subsidiaries shall have no right to use the Services ordered by Clientunder other Estimates/Order Forms or SOW that do not include the OrderGrid Platform Service. Client acknowledges andagrees that: (i) the combined use of the Platform Service by Client and Client’s majority owned subsidiaries must not exceedthe quantities and usage limits of the Platform Service ordered and described in the applicable Estimate/Order Form; (ii) allcontent (including Personal Data and Client Data) of Client and Client’s majority owned subsidiaries will reside in the sameenvironment; (iii) Client and Client’s majority owned subsidiaries may be able to access, view, use, create, modify, delete, andtransfer each other’s content (including Personal Information and Client Data) in that same environment; and (iv) OrderGridwill provide the Platform Service to Client’s majority owned subsidiaries pursuant to the standard capabilities and management

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and under the same client support identifier assigned to Client. Notwithstanding the foregoing, Client further acknowledgesand agrees that (i) should OrderGrid receive any instructions directly from Client’s majority owned subsidiaries, suchinstructions will be considered made by Client, and (ii) OrderGrid has no obligation to ensure the compatibility or accuracy ofsuch instructions with any other instructions received from Client, and OrderGrid is not responsible for the effect of anyconflicting instructions.

The Services shall be ordered by Client pursuant to an OrderGrid estimate, renewal notification or order form in the name ofand executed by Client and accepted by OrderGrid which specifies the Platform Service, and any Supplemental Support Servicesand/or Professional Services to be provided by OrderGrid subject to these Terms (an “Estimate/Order Form”). EachEstimate/Order Form shall include at a minimum a listing of the Platform Service and any Support Services and/or ProfessionalServices being ordered and the associated fees. Except as otherwise provided on the Estimate/Order Form, Statement of Workor these Terms, once placed, each Estimate/Order Form and Statement of Work is non-cancellable and all sums paid arenonrefundable. If Client exceeds the quantity of Services ordered, then Client promptly must purchase and pay fees for theexcess quantity. Any one of Client’s majority owned subsidiaries may also order Services under these Terms by entering into anEstimate/Order Form or SOW, signed by such subsidiary and Oracle, as applicable, and agreeing to be bound by the terms ofthis Agreement and such Estimate/Order Form or SOW. For the purposes of such Estimate/Order Form or SOW, “Client” asused in such Estimate/Order Form or SOW and this Agreement, shall be deemed to refer to the majority owned subsidiaryexecuting such Estimate/Order Form or SOW.

2. 2.2  Access to Services.
   (a) OrderGrid will make the Platform Service available to Client pursuant to these Terms during the Term (as defined
3. herein), solely for the internal business purposes of Client (the “Permitted Purpose”).
5. (b) Subject to any usage limits (including those contractual service limits and quantities as may be agreed to by theparties), Client may permit its employees, contractors or agents (“Authorized Users”) to access the Platform Servicefor the Permitted Purpose in accordance with these Terms.
7. (c) All users (including Authorized Users) of the Services must sign up for a OrderGrid account (an “Account”). Users willsubmit to OrderGrid certain information, as OrderGrid may reasonably request. Client is responsible for the creation,use and termination of, and for maintaining the confidentiality of all Authorized User log-in Account credentials andpasswords (collectively, “IDs”) and will immediately notify OrderGrid of any unauthorized use of IDs or any otherbreach of security relating to the Platform Service known to Client. OrderGrid will not be liable for any activitiesundertaken by anyone using an Authorized User’s ID. OrderGrid reserves the right, in its sole discretion, to change ordisable any of the IDs used in connection with the Services where OrderGrid suspects there has been an attemptedor actual security breach or to ensure the security of the Platform Service.
9. 2.3  Restrictions. Client shall not, and shall not permit any third party to, directly or indirectly: (a) access or use the Services, exceptfor the Permitted Purpose; (b) allow any third party to access the Services, except as expressly permitted herein; (c) modify,adapt, alter or translate the Platform Service; (d) sublicense, lease, sell, resell, rent, share, loan, distribute, transfer or otherwisecommercially exploit the Platform Service or any intellectual property rights therein or otherwise make the Platform Serviceavailable to others or allow the use of the Platform Service on behalf of or for the benefit of any third party; (e) reverse engineer,decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlyingideas, algorithms, structure or organization) of the Platform Service; (g) create derivative works based on the Services or accessor use the Services to develop or create a similar or competitive service or product; (h) attempt to circumvent any securitydevice or feature of the Platform Service (including contractual service limits and quantities as may be agreed to by the parties);(i) perform any vulnerability, penetration or similar testing of the Platform Service, except as expressly permitted; (j) upload tothe Platform Service or otherwise use the Platform Service with any documents, information or data that contains any virus,worm, trap door, time bomb, Trojan horse or other harmful or malicious code, file, script, agent or program designed to permitunauthorized access to, or to erase or otherwise harm a party’s software, hardware, systems or data (“Malicious Code”); (k)remove or obscure any proprietary notices or labels on the Platform Service, including brand, copyright, trademark and patentor patent pending notices; (l) use or access the Platform Service (A) in violation of any applicable law or intellectual propertyright, or (B) in a manner that threatens the security or functionality of the Platform Service; (m) upload to the Platform Serviceor otherwise use the Platform Service in connection with any documents, information or data that the Client does not havethe lawful right to create, collect, transmit, store, use or process; or (n) upload to the Platform Service or otherwise use thePlatform Service in connection with any documents, information or data that violates any applicable laws, or infringes, violatesor otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy rightor right of publicity).
10. 2.4  Client Responsibilities. Client shall: (a) ensure that any and all access and use of the Services is in compliance with these Termsand laws, regulations and governmental or other regulatory bodies’ rules and policies applicable to Client (including applicablesanctions, privacy, data protection and anti-spam laws); (b) be responsible for use of the Services by Authorized Users; and (c)provide the information and assistance (if any) reasonably requested by OrderGrid to enable it to provide the Services to Client.

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5. 2.5  General. You understand that OrderGrid does not take responsibility for the business decisions that you make and implementthrough the Services, including via recommendations provided through the Platform Service. The Services provided and theContent contained in or provided through the Platform Service is for informational purposes only and should not be construedas business, legal, accounting, professional or tax advice. For example, OrderGrid cannot control or ensure that a buyer or sellerwith whom you do business will remit payment for Goods in accordance with your agreement with them. For greater certainty,OrderGrid is not the merchant of record for any of your Goods.
6. 2.6  Service Levels. OrderGrid will use commercially reasonable endeavours to make the Platform Service available with a MonthlyUptime Percentage (defined below) of at least 99.0% (the “Solution Commitment”).
7. 2.7  Definitions.
8. (a)  “Available” means that the Platform Service is available for use by Authorized Users in accordance with these Terms.
9. (b)  “Monthly Uptime Percentage” means the percentage of time during a calendar month that the Platform Service isAvailable, as calculated using the following formula:
10. MUP = ((TCM - UM - EM)/(TCM - EM))*100,
12. where (a) MUP is the Monthly Uptime Percentage, (b) TCM is the total number of minutes in the calendar month,(c) UM is the total number of minutes in the calendar month during which the Platform Service is Unavailable otherthan as a result of a Solution SLA Exclusion event, and (d) EM is the total number of minutes in the calendar monthduring which the Platform Service is Unavailable as a result of a Solution SLA Exclusion event.
15. (c)  “Scheduled Maintenance” means scheduled Unavailability of the Platform Service for maintenance, repairs,upgrades or other services to the Platform Service, which shall be as notified to Client by OrderGrid with no less thantwo Business Days’ notice prior to the Platform Service becoming Unavailable.
17. (d)  “Unavailable” means that the Platform Service is unavailable for use by Authorized Users in accordance with theseTerms.
20. 2.8  Solution Service Level Exclusions. The Solution Commitment does not apply to any Unavailability during a period of ScheduledMaintenance or emergency maintenance, or any Unavailability or any other performance issues for the Platform Service thatresult from: (a) factors outside of OrderGrid’s reasonable control, including any force majeure event or Internet access orrelated problems beyond the demarcation point of the Services, or denial of service attack, which in each case could not havebeen avoided by OrderGrid taking reasonable mitigating action; (b) any actions or inactions of Client, Authorized Users, Clientpersonnel, or any third party; (c) scheduled downtime agreed by the parties (acting reasonably) (collectively, the “Solution SLAExclusions”).
21. 2.9  Support Services.
22. (a)  OrderGrid will, in its discretion, provide reasonable technical support to Client in connection with the receipt or useof the Services by Client’s Authorized Users (“Support Services”). Unless otherwise agreed in writing, OrderGrid willnot, and will not be required to, deal directly with Client’s end-user customers.
23. (b)  OrderGrid will provide Client with the Support Services to address a failure of the Services to perform materially inaccordance with these Terms and applicable documentation made available by OrderGrid from time to time (if any)(“Incidents”). Client must report Incidents via email support channels notified to Client by OrderGrid from time totime. OrderGrid will respond to each reported Incident in accordance with the target response times set out belowand will use reasonable endeavours to resolve each reported Incident in accordance with the target resolution timesset out below. Actual resolution time will depend on the nature of the Incident and the nature of the resolution. Aresolution may consist of a fix, workaround or other solution.
26. 2.10  Designated Contacts. Client will identify between one and four designated contacts to perform the obligations described in thisparagraph ((the “Designated Contacts”). Client will notify OrderGrid if Designated Contact responsibilities are transferred toanother individual. Client’s Designated Contacts will be responsible for overseeing Client’s support case activity, developingand deploying troubleshooting processes within Client's organization, and resolving password reset, username and lockoutissues for Authorized Users and end-customers. Client will ensure that Designated Contacts (a) have completed, at a minimum,the administration training offered by OrderGrid (free of charge), (b) are reasonably knowledgeable about the Services in orderto help analyze and resolve Incidents, and (c) have a basic understanding of any problem that is the subject of an Incident, andthe ability to reproduce the problem in order to assist OrderGrid in diagnosing and triaging it.
27. 2.11  Hours of Support. OrderGrid will provide Support Services on a 24 / 7 basis.

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12. 2.12  Cooperation. OrderGrid must be able to reproduce Incidents in order to resolve them. Client agrees to cooperate and workclosely with OrderGrid to reproduce Incidents, including conducting diagnostic or troubleshooting activities as requested andappropriate. Subject to Client’s approval on a case-by-case basis, Client may be asked to provide remote access to its IT systemsfor troubleshooting purposes. If an Incident is not reproduceable, OrderGrid will not be obligated to resolve it.
13. 2.13  Incident Priority Levels. The Priority Level of each reported Incident will be determined by OrderGrid, acting reasonably withreference to the table below. OrderGrid will use reasonable endeavours to respond to each reported Incident within the timesindicated below, and to provide subsequent status updates for each reported Incident within the times indicated below.

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Priority Level

Description

Target InitialResponse

Subsequent StatusUpdates

Update orResolutionTarget Time

Examples

P1 - Critical

P2 - High

Services are unavailable

Extensive / widespread impact onAuthorized Users’ productivity orbusiness as usual (BAU) operations

Extensive impact to data integrityand/or delivery

Significant reduction ineffectiveness of the Services

Significant impact on AuthorizedUsers’ productivity or BAUoperations

Significant impact to data integrityand/or delivery

Intermittent or sporadic disruptionwith potential

Moderate reduction ineffectiveness of the Services

Moderate impact on AuthorizedUsers’ productivity or BAUoperations

Moderate impact to data integrityand/or delivery

Intermittent or sporadic servicedisruption but

Minor reduction in effectivenessof the Services

Minor impact on AuthorizedUsers’ productivity or BAUoperations

Minor impact to data integrityand/or delivery

General information requests /similar questions

Within 1business hour

Within
2 BusinessHour

Within
1 Business Day

No less frequently thanevery 1 Business Hour

Every 2 Business Hours

2 Business Hours

1 Business Day

Inability to technicallyaccess the Services

Security / fraud issuescompromising dataintegrity

APIs not responding

Delay in technical abilityto access the Services

P3 - Medium

As mutually agreed upon

5 Business Days

P4 - Low

Within
5 BusinessDays

As mutually agreed upon

20 Business Days

3. PLATFORM.

3.1 API. OrderGrid provides access to its APIs as part of its Services pursuant to the applicable Estimate/Order Form during theTerm only for the purpose of interacting with the Platform Service as allowed by the API. Access to the API is subject to theapplicable Estimate/Order Form and the OrderGrid API Terms of Service found at ordergrid.com/api-terms-of-service, as

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updated by OrderGrid from time to time and incorporated herein by reference (“OrderGrid API Terms of Service”). “API” or“OrderGrid API” has the meaning in the OrderGrid API Terms of Service.

3.2 Third Party Services. OrderGrid or third parties may make available to Client for purchase access to or use of third party softwareservices, applications or functionality that link to, interoperate with, are used in conjunction with, or are incorporated into andresold through the Services (“Third Party Services”). Client acknowledges and agrees that OrderGrid does not own or controlsuch Third Party Services. The Third Party Services are made available as a convenience only and are not part of the “PlatformService” or subject to any of the warranties or conditions (whether express or implied), service commitments or otherobligations with respect to the Platform Service hereunder. Moreover, the Third Party Services providers are not partners,agents or representatives of OrderGrid and it is up to Client to decide whether to use or enable these Third Party Services andClient must rely on its own skill and judgement in electing to do business with such third parties. OrderGrid has no obligationto monitor or maintain Third Party Services and may disable or restrict access to any Third Party Services at any time withoutnotice. Access to and use of any Third Party Services, including the availability thereof and uptimes related thereto, is at Client’sown risk and is solely determined by the relevant Third Party Services provider and is subject to such additional terms andconditions applicable to such Third Party Services. By using or enabling any Third Party Offering, Subscriber is expresslypermitting OrderGrid to disclose Client Data or other information to the extent necessary for the Services to interoperate with,or for Client to utilize, the Third Party Offering. Where applicable, Client is solely responsible for maintaining appropriateaccounts in good standing with the Third Party Services providers. OrderGrid will have no liability or other obligation to Clientfor such Third Party Services or Client Data exported to a Third Party Service, including any unavailability of any Third PartyServices, or any Third Party Service provider’s decision to discontinue, suspend or terminate any Third Party Services.

4. OWNERSHIP.

1. 4.1  Rights in the Services. Subject to the limited rights expressly granted herein and excluding any Client Data, (a) no other rightsare granted to Client hereunder and OrderGrid owns, retains and reserves all right, title and interest (including all copyright,patent, trade secrets and other intellectual property rights, whether registered or unregistered) in the Services, API, PlatformService and to any concepts, methodology, project briefs, code, designs or other materials developed or created by OrderGrid,including modifications, improvements, developments, enhancements and derivative works howsoever created, even ifunauthorized or on the request of or based on any Client Data or any suggestion, idea or feedback, from Client; and (b) noexpress or implied license or right of any kind is granted to Client regarding the Services, or any portion thereof, including anyright to obtain possession of any source code, data or other technical material relating to the Services. Client acknowledgesthat it is obtaining only a limited right to access and use the Services.
2. 4.2  Rights in the Client Data. As between the parties, Client owns all right, title and interest in the content, information, materialsand data collected on, submitted or uploaded to, or shared using the Platform Service by or on behalf of Client, including anycontent, information, materials and data submitted or generated by Authorized Users (the “Client Data”). Client is solelyresponsible for the accuracy, quality, reliability, content and legality of all Client Data and for obtaining all the necessarylicences, intellectual property rights, clearances, permissions, consents and authorizations for use of Client Data in connectionwith the Services (and in particular as contemplated by this Section 4.2), including with any Third Party Services. ShouldOrderGrid deem any Client Data either to be in breach of these Terms or to be reasonably expected to constitute grounds forOrderGrid’s exposure to civil or criminal liability, OrderGrid reserves the right, but does not assume the obligation, to removesuch Client Data from the Platform Service or, if OrderGrid itself is unable to do so, to request the removal or editing of suchClient Data by Client as OrderGrid sees fit. Client will comply with any such request as soon as possible. Client hereby grantsOrderGrid a non-exclusive, worldwide, royalty-free right to (a) use, host, copy, store, transmit, modify, and display the ClientData as necessary to exercise its rights under these Terms and for the purposes of providing the Services, research anddeveloping, creating and improving the functionality of the Platform Service (provided that any Client Data that is or containspersonal information (as defined under applicable privacy law) (“Personal Information”) is de-identified prior to such activities);and (b) to use the Client’s trademarks, service marks, and logos as required to provide the Services (and in compliance withClient’s branding guidelines). Without limiting the foregoing, OrderGrid will treat all Client Data as Confidential Information (asdefined herein).
3. 4.3  Usage Data/Statistical Data. To deliver, support, develop, test and improve the Services, OrderGrid may collect, store, analyzeand interpret data elements associated with or provided in the use of the Services (including the APIs). OrderGrid will own allrights in such data and any algorithm, computational or cumulative results of such data. OrderGrid may use such data for anypurpose (including providing the Services, and auditing and improving the Services), and may provide it to third parties orcompile it with other data to derive statistical and performance information, provided that it will aggregate and anonymizesuch data so that Client or any person cannot be identified as the source of such data.

5. CONFIDENTIALITY, PRIVACY AND SECURITY.

5.1 Confidentiality. During the Term, each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) non-public technical, business, marketing, proprietary, trade secret, Personal Information or other information in any form relatingto the Disclosing Party’s business designated or reasonably understood to be confidential (“Confidential Information”). TheReceiving Party agrees that it take reasonable precautions to protect the Confidential Information and will not use, or disclose

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it to any third party, except as expressly permitted in these Terms. Access to Confidential Information will be limited to thoseof the Receiving Party’s employees and contractors who need such access for purposes consistent with the Terms and who owethe Receiving Party an obligation of confidentiality with terms consistent with these Terms. Confidential Information excludesinformation that the Receiving Party can establish: (a) was known to it prior to receiving the same from the Disclosing Party,free of any restrictions; (b) is independently developed by the Receiving Party without reference to the Disclosing Party’sConfidential Information; (c) is acquired from another source without restriction as to use or disclosure; or (d) is or becomespart of the public domain through no fault or action of the Receiving Party. The foregoing exclusions do not apply to PersonalInformation. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent that such disclosureis necessary to enforce its rights under these Terms or is required by law or pursuant to a court or regulatory order, providedthat (if permitted by law) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure andcooperates with the Disclosing Party if the Disclosing Party seeks a protective order.

2. 5.2  OrderGrid Security Obligations. OrderGrid will adhere to, in all material respects, its security processes and policies, and allprivacy and data protection laws applicable to OrderGrid in its provisioning of the Services – noting that such compliance maydepend on Client’s compliance with Client’s obligations hereunder, including pursuant to Section 2.4, 4.2, 5.3 and 5.5). Unlessexpressly agreed to herein, OrderGrid will not be responsible for compliance with any specific requirements with respect toClient’s industry.
3. 5.3  Client Privacy Obligations. Client is responsible for compliance with all privacy and data protection laws applicable to Clientand/or its use of the Services. Client shall obtain the prior consent of each Authorized User and end-customer of Client (“End-Customers”) to the collection, use and disclosure of their data in compliance with all applicable laws in all applicablejurisdictions of Client, Authorized Users and End-Customers. Subject to Section 5.2, OrderGrid disclaims any responsibility forthe collection, use and/or disclosure of Authorized User and third-party data by Client and its respective directors, officers,employees, contractors, agents and those for whom in law they may be responsible. Client represents, warrants and covenantsthat it has and will continue to maintain all necessary authority and consent under applicable privacy laws to transfer PersonalInformation to OrderGrid and for the purposes of OrderGrid and its subcontractors performing the Services and exercising itsrights hereunder.
4. 5.4  Privacy Breach. If OrderGrid determines that there has been any incident of theft, loss or unauthorized use or disclosure ofPersonal Information forming part of the Client Data, OrderGrid shall promptly notify Client and provide reasonable cooperationwith Client in containing, investigating and remediating that incident.
5. 5.5  Prohibited Data. Client will not upload to the Services or otherwise submit or make accessible to OrderGrid any financial accountidentifiers (e.g., credit card numbers or bank account numbers), government issued identifiers (e.g., social insurance numbers,health card numbers) or other types of sensitive data that is subject to specific or elevated data protection requirements(“Prohibited Data”), unless OrderGrid has expressly agreed that it can comply with such requirements.
6. 5.6  Express Consent. Client consents to OrderGrid’s processing of Client business contact information for business purposesincluding the provisioning of Authorized User Accounts, sending Service, sales and marketing communications and securing thePlatform Service.

6. FEES AND PAYMENT

1. 6.1  In consideration for the provision of the Services, Client will pay to OrderGrid the fees for the Services set out in theEstimate/Order Form and any third-party fees (taxes, credit card processing fees or other charges incurred during your use ofthe Services) (the “Fees”). Pricing for subsequent renewal Estimate/Order Forms shall be set at then current OrderGrid pricing,unless otherwise agreed to by the parties. The fees and the term of use for additional capacity of the applicable Platform Servicemetric and other items procured during an existing subscription term will co-terminate with and be prorated through the enddate of the subscription term for the applicable Platform Service.
2. 6.2  OrderGrid (or a third-party payment processor) will charge Client for all Fees due with respect to the Platform Service andSupplemental Support Services by credit card in accordance with the then-current Estimate/Order Form. Client will receive astatement of charges, in accordance with the billing and payment terms set out in the then current Estimate/Order Form, whichwill serve as a receipt for Services provided and Fees charged.
3. 6.3  Client’s payments may be processed on behalf of OrderGrid by a third-party payment processor using their secure site. Forgreater certainty, where a third-party payment processor is used, (i) Client’s payment information will be sent to the third-partypayment processor; and (ii) Personal Information that Client submits during the payment process is subject to the PrivacyStatement. OrderGrid reserves the right at any time to reject, cancel or terminate any transaction, even if any payment inrespect of any such transaction is accepted by OrderGrid’s third-party payment processor.
4. 6.4  For Professional Services, Client will pay each undisputed invoice within 30 days of receipt to the bank account identified onthe invoice.

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5. 6.5  All Fees are non-cancellable and non-refundable, except as expressly specified in these Terms. Unless otherwise expresslyagreed by the parties in writing, any Fees paid will not offset any other Fees due. Non-payment or late payment of Fees whichare not the subject of a written good faith dispute is a material breach of these Terms and, OrderGrid shall be entitled towithhold performance and discontinue the Services until all amounts due are paid in full. If any undisputed amount is overdue,those amounts may accrue interest at the rate of 1.5% per month (18% per annum) of the outstanding balance or the maximumpermitted by applicable law, whichever is less, plus all expenses of collection.
6. 6.6  All dollar amounts stated in these Terms and the Platform Service will be in United States dollars unless otherwise specified inthe Estimate/Order Form.
7. 6.7  Taxes. The Fees are exclusive of, and Client is responsible for payment of, all taxes, levies, duties, tariffs, assessments, exportand import fees, or other similar local, state, provincial, federal or foreign jurisdiction governmental assessments, includingsales and use taxes, value-added taxes, goods and services taxes imposed by any jurisdiction arising from the payment of theFees or OrderGrid’s provision of the Services, except taxes based on OrderGrid’s income, property or employees (collectively,the “Taxes”). If OrderGrid has the legal obligation to pay or collect Taxes for which Client is responsible under this Section 6.7,OrderGrid will invoice Client and Client will pay that amount unless, prior to Client’s purchase, Client provides OrderGrid witha valid tax exemption certificate authorized by the appropriate taxing authority. Client will make all payments of Fees toOrderGrid without reduction for any withholding taxes, except as required by law, and any such taxes imposed on payments ofFees to OrderGrid will be Client’s sole responsibility and Client shall increase the amount payable as necessary so that aftermaking all required deductions and withholdings, OrderGrid receives an amount equal to the amount it would have receivedhad no such deductions or withholding been made. Further, Client will provide OrderGrid with official receipts issued by theappropriate taxing authority, or such other evidence as OrderGrid may reasonably request, to establish that such taxes havebeen paid.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS.

1. 7.1  By Client. Client represents, warrants and covenants with OrderGrid that: (a) it has the power and authority to enter into theseTerms; (b) the Client Data shall not contain any Malicious Code; (c) the Client Data shall not infringe any copyright, trademarkor patent right or misappropriate any trade secret; (d) it will comply with applicable law in using the Services (including thecollection, use and disclosure of Client Data in accordance with applicable laws); and (e) Client Data will only contain PersonalInformation in respect of which Client has provided all notices and disclosures (including to each Authorized User and End-Customers), obtained all applicable consents, and permissions and otherwise has all authority, in each case as required by andin compliance with applicable laws, including applicable privacy laws, to enable OrderGrid to provide the Services, includingwithout limitation with respect to the collection, storage, access, use, disclosure, processing, transmission and transfer ofPersonal Information, including by or to OrderGrid and to or from all applicable third parties. .
2. 7.2  Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES (INCLUDING THE PLATFORM SERVICE, API,CONTENT AND THIRD PARTY SERVICES) ARE PROVIDED “AS IS,” AND ORDERGRID MAKES NO (AND HEREBY DISCLAIMS ALL)OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED,STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE,NONINFRINGEMENT, ACCURACY AND FITNESS FOR A PARTICULAR PURPOSE OR THE RESULTS CLIENT MAY OBTAIN BY USINGTHE SERVICES. ORDERGRID DOES NOT WARRANT THAT THE SERVICES WILL MEET ALL OF CLIENT’S REQUIREMENTS, OR THATTHE SERVICES SATISFY THE CLIENT’S REGULATORY REQUIREMENTS. ORDERGRID DOES NOT WARRANT THAT ALL ERRORS CANBE CORRECTED, OR THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL CORRECTALL DEFECTS OR PREVENT UNAUTHORIZED ACCESS. ORDERGRID DOES NOT WARRANT THAT THE PLATFORM SERVICE WILL BECOMPATIBLE WITH CLIENT’S COMPUTER SYSTEMS OR ANY INTERNET TECHNOLOGY. ORDERGRID DISCLAIMS ALL FAILURES,DELAYS AND OTHER PROBLEMS INHERENT WITH THE INTERNET AND IS NOT RESPONSIBLE FOR ANY CLIENT DATA DELAYED,LOST, ALTERED, INTERCEPTED OR STORED DURING THE TRANSMISSION ACROSS NETWORKS NOT OWNED OR CONTROLLED BYORDERGRID. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVELIMITATIONS MAY NOT APPLY TO CLIENT.

8. INDEMNIFICATION.

8.1 By OrderGrid. OrderGrid shall indemnify and defend Client against any third party claims brought against Client alleging thatthe use of the Services as permitted hereunder infringes any copyright, trademark or patent right of such third party, andOrderGrid shall pay any losses, damages, costs, liabilities and expenses (including reasonable attorneys’ fees) finally awardedby a court to such third party or otherwise agreed to in settlement of such claim (“Costs”). If any portion of the Servicesbecomes, or in OrderGrid’s opinion is likely to become, the subject of a claim of infringement, OrderGrid may, at OrderGrid’soption: (a) procure for Client the right to continue using the Services; (b) replace the Services with non-infringing software orservices which do not materially impair the functionality of the Services; (c) modify the Services so that the Services becomenon-infringing; or (d) terminate these Terms, and refund any Fees pre-paid by Client to OrderGrid for Services from the effectivedate of termination to the end of the Term, and upon such termination, Client will immediately cease all use of the Services.Notwithstanding the foregoing, OrderGrid shall have no obligation under this Section 8.1 or otherwise with respect to anyinfringement claim based upon any (i) use of the Services not in accordance with these Terms; (ii) use of the Services in

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combination with other products, equipment, software or data not supplied by OrderGrid; or (iii) modification of the Servicesby any person other than OrderGrid or its authorized agents. This Section 8.1 states the sole and exclusive remedy of Client andthe entire liability of OrderGrid, and any of the officers, directors, employees, shareholders, contractors or representatives ofOrderGrid, for claims and actions described in this Section 8.1.

2. 8.2  By Client. Client shall indemnify and defend OrderGrid against any claims (including third party claims) brought againstOrderGrid arising from or in relation to (a) your breach of these Terms; (b) any of your Client Data (including allegations thatyour Client Data infringes the intellectual property, privacy or other rights of a third party); (c) your negligence, fault, omissionsor willful misconduct, your fraud or the misrepresentation in connection with the Services; (d) your access, contribution to, useor misuse of the Services (including allegations that you violated applicable law or infringed the intellectual property, privacyor other rights of a third party), and Client shall pay the Costs. This indemnity shall include all claims in tort (includingnegligence), contract, by statute or otherwise, including claims for personal injury (including death) and actual or tangibleproperty damage.
3. 8.3  Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a)the indemnified party promptly notifying the indemnifying party in writing of any threatened or actual claim or suit, provided,however, that failure to give prompt notice will not relieve the indemnifying party of any liability hereunder (except to theextent the indemnifying party has suffered actual material prejudice by such failure); (b) the indemnifying party having solecontrol of the defense or settlement of any claim or suit (provided the indemnifying party may not settle any claim without theindemnified party’s consent unless it unconditionally releases the indemnified party of all liability); and (c) the indemnifiedparty (at the indemnifying party’s expense) reasonably cooperating with the indemnifying party to facilitate the settlement ordefense of any claim or suit.
4. 8.4  General. Indemnification by either party under these Terms may be reduced to the extent of loss actually proven as directlyattributable to the breach of these Terms, negligence or willful misconduct of the other party.

9. LIMITATION OF LIABILITY.

1. 9.1  IN NO EVENT WILL ORDERGRID BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL,EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES (INCLUDING LOST PROFITS OR LOST DATA) ARISING OUT OF OR INCONNECTION WITH THESE TERMS OR ITS PERFORMANCE HEREUNDER, WHETHER THE ACTION IS IN CONTRACT OR TORT(INCLUDING NEGLIGENCE) AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ORDERGRID HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES. FOR AVOIDANCE OF DOUBT, ORDERGRID IS NOT LIABLE FOR ANY DIRECT DAMAGES, COSTS,LOSSES OR LIABILITIES IN EXCESS OF THE MAXIMUM AGGREGATE LIABILITY CAP SET FORTH BELOW.
2. 9.2  IN ANY EVENT, ORDERGRID’S MAXIMUM AGGREGATE LIABILITY TO CLIENT AS A RESULT OF ALL CLAIMS ARISING UNDER OR INCONNECTION WITH THESE TERMS, WHETHER SUCH CLAIM IS BASED ON BREACH OF CONTRACT, TORT (INCLUDINGNEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNTSACTUALLY PAID UNDER CLIENT’S ESTIMATE/ORDER FORM OR SOW FOR THE SERVICES GIVING RISE TO THE LIABILITY DURINGTHE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, LESS ANY AMOUNTS PAIDIN RESPECT OF PREVIOUS CAUSES OF ACTION AGAINST THE LIABLE PARTY DURING SUCH TWELVE (12) MONTH PERIOD.NOTHING IN THIS SECTION 9 WILL OPERATE TO EXCLUDE OR RESTRICT ORDERGRID’S LIABILITY (IF ANY) TO CLIENT FOR ANYMATTER FOR WHICH IT IS NOT PERMITTED BY LAW TO EXCLUDE OR LIMIT ITS LIABILITY, INCLUDING DEATH OR PERSONALINJURY RESULTING FROM ORDERGRID’S NEGLIGENCE.

10. TERM AND TERMINATION.

1. 10.1  Term and Termination. These Terms are valid for the Estimate/Order Forms (including SOWs) which these Terms accompany(the “Term”). The initial subscription term of the Platform Service and/or Supplemental Support Services procured by Clientshall continue for the term applicable to such Services specified in the applicable Estimate/Order Form. If Client has not enteredinto an Estimate/Order Form with OrderGrid regarding renewal of Client’s Platform Service and/or Supplemental SupportServices prior to the expiration of the initial term or then-current renewal term of such Services, then the subscription term forsuch Services shall be automatically renewed for a term of one (1) year unless either party provides written notice of non-renewal to the other at least thirty (30) days before expiration of the applicable initial term or then-current renewal term(“Renewal Term”).
2. 10.2  Termination For Cause. Either party may terminate these Terms with immediate effect by giving written notice to the otherparty if the other party:

(a) is in material breach of any of its obligations under these Terms and if such breach is capable of remedy, has not beenremedied to the satisfaction of the non-breaching party within 30 days of the breach; or

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(b) becomes the subject of a petition in bankruptcy, insolvency proceeding, receivership, liquidation or composition forthe benefit of creditors.

3. 10.3  Termination For Failure To Pay. OrderGrid may terminate these Terms with immediate effect by giving written notice to Clientif Client fails to pay any undisputed amount due under these Terms within 60 days of the due date and such amount remainsunpaid 30 days after OrderGrid has notified Client that such amount remains unpaid.
4. 10.4  Client Data Portability and Deletion. All Client Data (if any) hosted and stored on the Platform Service will be available to Clientfor export or download during the Term and for a period of 30 days after the effective date of termination of these Terms uponrequest. After such 30 day period, OrderGrid will have no obligation to maintain or provide the Client Data and will delete ordestroy it in accordance with its standard practices, unless legally prohibited from doing so. and, upon request, an officer ofOrderGrid will certify the same in writing.
5. 10.5  Effects of Termination. Immediately upon termination of these, (a) all applicable rights granted to either party shall terminate;(b) Client will cease to access and use the Services; (c) all Orders will terminate; and (d) (subject to Section 10.4) each party willreturn or destroy Confidential Information of the other party and, upon request, an officer of such party will certify the samein writing. Termination shall not relieve Client’s obligation to pay all undisputed charges accrued and payable before theeffective date of termination.
6. 10.6  Suspension Rights. In addition to its other rights under these, OrderGrid may, in its sole discretion, immediately suspend(temporarily or permanently) Client’s access to and use of the Services (or any part thereof), until the situation giving rise tothe suspension has been remedied to OrderGrid’s satisfaction, where: (a) Client’s use of the Services poses a reasonable risk ofharm or liability to OrderGrid or any third party and Client is not taking appropriate action; (b) there has been a breach of theseTerms; (c) Client is using the Services in violation of applicable law and/or fails to cooperate with OrderGrid’s investigation intoany such alleged violation; (d) there has been an event of non-payment by Client as contemplated in Section 10.3; or (e) asuspension is required by applicable law or governmental authority. OrderGrid may also suspend Client’s access to and use ofthe Services (or any part thereof): (a) for scheduled maintenance; (b) due to a force majeure event; (c) to address anyemergency security concerns; (d) if required to do so by a regulatory body or as a result of a change in applicable law; or (e) tomake any modification to the Services. Any such suspension by OrderGrid shall not relieve Client of any of its paymentobligations hereunder. Where reasonably practicable in the circumstances and unless prohibited by law, OrderGrid will, priorto suspending the Services, inform Client of the concern as soon as reasonably possible.

11. WAIVER OF JURY TRIAL AND CLASS ACTION RIGHTS. WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESERVICES AND/OR THESE TERMS: (A) CLIENT HEREBY EXPRESSLY GIVES UP ITS RIGHT TO HAVE A TRIAL BY JURY; AND (B) CLIENTHEREBY EXPRESSLY GIVES UP ITS RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDINGCLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
12. NON-SOLICITATION.

12.1 For the duration of the Term and for a period of 12 months thereafter, neither you nor your affiliates shall, without the priorwritten consent of OrderGrid, either on your own account or on behalf of any other person, firm or undertaking, either directlyor indirectly employ, solicit, entice away, offer employment to or engage the services of any personnel of OrderGrid. This Clause12.1 shall not apply to personnel that respond to a publicly advertised vacancy that is not specifically targeted at them.

13. GENERAL.

1. 13.1  Publicity. During the Term, Client hereby agrees that OrderGrid may use Client’s name and logo to identify Client as a Clientwho uses the Services. Client and OrderGrid agree that during the Term they will collaborate on press releases and other jointcommunications surrounding Client’s use of the Services. During the Term, OrderGrid may request Client to serve as areference, provide statements for marketing purposes, and/or develop case studies on Client’s success in using the Services.Client agrees to respond within a reasonable amount of time to any request from OrderGrid for assistance with theaforementioned.
2. 13.2  Export Compliance. The Platform Service, other OrderGrid technology, and derivatives of them may be subject to export lawsand regulations of Canada, the United States and other jurisdictions. Client represents that it is not named on any Canadian orU.S. government denied-party list. Client may not access the Platform Service in a country named on Canada’s Area Control Listunder Canada’s Export and Import Permits Act, in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan,Syria Russia, Belarus or Crimea), by persons or entities prohibited from receiving U.S. exports, or in violation of any Canadianor U.S. export law or regulation.
3. 13.3  Notice. Any notice or other communication provided under these Terms will be effective when received, if personally delivered;when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day deliveryby recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

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4. 13.4  Governing Law. These Terms has been made in and shall be construed and enforced in accordance with the laws of the Provinceof Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.
5. 13.5  Arbitration. Any dispute or claim arising out of or relating to these Terms will be referred to and finally resolved by arbitrationunder the Arbitration Act (Ontario) or the International Commercial Arbitration Act (Ontario), as applicable. Within 10 days ofthe giving of such notice of arbitration, the parties will jointly select a single arbitrator who will be independent of the partiesand acceptable to the parties. If a single arbitrator has not been selected during such 10 day period, then, unless the partiesagree otherwise, the dispute will be resolved by a single arbitrator appointed pursuant to the Arbitration Act (Ontario) or theInternational Commercial Arbitration Act (Ontario), as applicable, on application by either party. The fees and expenses of thearbitrator will be borne equally between the parties. The arbitrator may order interest on any award and the arbitrator mayaward costs to either party. In the absence of any such award of costs, each of the parties will bear its own costs of thearbitration. The arbitration will take place in Toronto, Ontario, unless the parties agree otherwise. Client agrees that good faithnegotiations and arbitration will all be without recourse to the courts and that the award of the arbitrator will be final andbinding, except that: (a) either party may appeal an arbitration award to the courts of Ontario on a question of law; and (b)either party may apply to the courts of Ontario for an interim measure of protection or for any order for equitable relief whichthe arbitrator does not have the jurisdiction to provide.
6. 13.6  Third-Party Beneficiaries. There are no third-party beneficiaries under these Terms.
7. 13.7  Assignment. You may not assign these Terms without OrderGrid’s prior written consent. OrderGrid may assign these Terms, inwhole or in part, without restriction, and provided it promptly notifies Client in writing of the assignment and the assigneeagrees in writing to be bound by these Terms and assume the obligations of OrderGrid under these Terms pursuant to thisSection 13.7. Any purported assignment or delegation by you in violation of this Section will be null and void. These Terms shallbe binding upon and inure to the benefit of the parties and any successors and permitted assigns.
8. 13.8  Force Majeure. Neither party shall be deemed to be in breach of these Terms for any failure or delay in performance (otherthan payment of Fees due hereunder) caused by reasons beyond its reasonable control, including, but not limited to, acts ofGod, war, terrorism, work stoppages, failure of suppliers, fires, floods, earthquakes, disease or Internet or telecommunicationsfailures. In the event a force majeure event affecting a party continues for a period longer than 30 days, either party shall beentitled to terminate these Terms as of the date specified in the written notice to the other party to that effect.
9. 13.9  Remedies. Client acknowledges that the Services contain valuable trade secrets and proprietary information of OrderGrid, andthat any actual or threatened breach by Client of its obligations with respect to intellectual property rights of OrderGrid, willconstitute immediately, irreparable harm to OrderGrid for which monetary damages would be an inadequate remedy. In suchcase, OrderGrid will be entitled to seek immediate injunctive relief without the requirement of posting bond.
10. 13.10  Independent Contractors. The parties are independent contractors and nothing in these Terms shall be deemed to create anypartnership, join venture or agency relationship between the parties. Neither party is, nor will either party hold itself out to be,vested with any power or right to bind the other party contractually or act on behalf of the other party as a broker, agent orotherwise.
11. 13.11  Severability; Waiver. In the event any provision of these Terms is held by a court of law or other governmental agency to bevoid or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the originalprovision to the fullest extent allowed by law, and the remaining provisions shall remain in full force and effect. No delay oromission to exercise any right or remedy by either party hereunder shall constitute a waiver of that right. No waiver of anyprovision of these Terms shall be valid unless in writing and signed by the waiving party.
12. 13.12  Survival. Those provisions that by their terms survive, or by their nature are intended to survive the termination of these Terms,will survive any termination of these Terms and remain in full force and effect.
13. 13.13  Entire Agreement; Modifications. These Terms (including all Orders) contain the entire agreement of the parties with respectto its subject matter and supersede any prior or contemporaneous understandings or communications (oral or written)regarding such subject matter. OrderGrid may update these Terms and/or the Privacy Statement at any time, withoutnotification to you, and you should review these Terms and the Privacy Statement from time to time by accessing the PlatformService. Additionally, OrderGrid may update its Rate Card at any time by providing you with an updated Rate Card. Yourcontinued use of the Services will be deemed irrevocable acceptance of any such revisions.
14. 13.14  Interpretation. In these Terms, (a) words importing the singular number only shall include the plural and vice versa and wordsimporting the masculine gender shall include the feminine; (b) the headings are intended solely for convenience of referenceand will be given no effect in the interpretation or construction of these Terms; and (c) wherever the words “include”, “includes”or “including” (or similar variations) are used, they shall be deemed to be followed by the words “without limitation” and thewords following “include”, “includes”, or “including” (or similar variations) shall not be considered to set forth an exhaustivelist.

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