Software License Terms

These Terms may be varied by Econix, on the posting of modified terms on Econix's website (www.econixinfotech.com) or otherwise providing written notice to you. By continuing to access and use the Software from the date on which the Terms are updated, you agree to be bound by the updated Terms.

Subject to these Terms, Econix grants you a limited, personal, non-transferable and non-exclusive licence to use and display the Software and provide access to use the Software to your employees and contractors for your internal business uses for the Term.

You shall not make the Software available to nor permit any other person or entity to use the Software on a timesharing, sub-licenced or other basis.

Licence Fee — any fee payable for the Software (Fee) will be detailed on Econix's website. The Fee will be invoiced to you and charged to your credit card. Payment of the Fee must be made in advance of your use of the Software.

Econix may suspend or terminate your access to the Software where you fail to make payment of any Fee payable to Econix under these Terms on the due date.

Access to the Software is subject to the following conditions:

• You must not attempt to undermine the security or integrity of any third party hosting the Software.
• You must not attempt to gain access to materials other than those you have been given express permission to access within the Software or on the systems on which the Software is hosted.
• You must not transmit or input to the Software any content or files that may be offensive, in violation of any law, in breach of copyright or trade secret, or which may damage any other computing devices or software.

Assistance: Econix will provide you with access to the Econix help link (internet based access) to log issues and faults with the Software. Econix will attend to logged issues on a prioritised basis during Econix's normal business hours Monday to Friday (excluding public holidays).

Updates

Econix shall from time to time make available to you amended versions, releases, updates, bug fixes and error corrections and other modifications to the Software which are generally made available by Econix for access by Econix's customers (collectively, "Updates"). All Updates made accessible by Econix to you shall be deemed a part of the Software licenced to you under these Terms.

Error Correction

Econix will use reasonable endeavours to correct Software faults through Updates. Software faults shall be defined as a function of an item of the Software not operating in accordance with the warranties set out below.

Econix will use its reasonable endeavours to correct Software faults:

• Which are not attributable to malfunction of equipment or software other than the Software; or which are not attributable to incorrect use of the Software by you.
• Econix will at its own option either advise you as to the correction or avoidance of the Software faults or make available Updates in a timely manner. Where the Software is hosted by a third party, Econix will provide the Update to the third party for it to make available for your use.

Econix warrants to you that the Software will perform in substantial conformance with the online help published for the Software.

Econix warrants to you that the Software does not and will not infringe any copyright or trade secret of any third party arising under law. Econix's sole obligations in the event of breach of this warranty are those set out in this clause. Econix indemnifies you from costs, expenses, losses, damages, judgments arising out of any breach or alleged breach of the warranty in this clause to the limit of the liability established in clause 5.

If in Econix's determination your use of the Software is or is likely to be enjoined by any action or proceeding, Econix shall have the right, at its expense, to: obtain the right for you to continue to use the Software; and/or modify the Software to avoid any infringement of the rights of third parties; and/or create or procure for you the right to use a substitute for such portions of the Software that avoid any such actual or alleged infringement or violation.

You agree that Econix's cumulative liability for damages under or in connection with these Terms, regardless of the form of action, is limited to the fees paid by you to Econix in the 12 months preceding the warranty/claim event.

As between the parties, all copyrights and all other intellectual property rights in or related to the Software and the services provided by or on behalf of Econix shall remain at all times the property of Econix and/or its licensors and you shall acquire no rights in any of the foregoing except as expressly provided in these Terms.

You agree that it will not, and will not permit others to, use, copy, reproduce, display, deploy, perform, distribute, transmit, make available, create derivative works of the Software or Documentation or, except only to the extent expressly permitted at law, to decompile or reverse engineer any of the Software provided by or on behalf of Econix.

Title to, and all intellectual property rights in, the data stored by the Software remains with you ("Data"). However access to the Data is contingent on you having a current licence and any applicable Fees being paid in full and on time.

The parties acknowledge and agree that you are the data controller in respect of any personal data that Econix may process in the course of providing the Software. The parties acknowledge that Canada is a country which the European Commission has recognised as ensuring an adequate level of protection for the rights of individuals in connection with the transfer of their personal data outside the European Economic Area.

Econix agrees that it shall:

• Only use or handle the data transferred by you within the framework of these Terms and on your instruction or as otherwise required by applicable laws.
• Promptly refer to you any requests, notices or other communication from data subjects, the Information Commissioner or any supervisory authority, for you to resolve.
• Provide such information to you as you may reasonably require to allow you to comply with the rights of data subjects.
• Within 90 days of termination of these Terms, return to you or delete all personal data processed under these Terms.
• Implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk associated with Econix's processing of the personal data.
• Promptly notify you upon becoming aware of any personal data breach.

Term: These Terms shall become effective on the date that the Software is first accessed by you.

Termination:

Econix, in addition to all other rights and remedies it may have, shall have the right to terminate these Terms and all licence rights granted to you by notice in writing if:

• You breach any material term of these Terms.
• You become insolvent or bankrupt, or enter into liquidation or receivership under the law of any jurisdiction.
• The Software is hosted on a third party's platform and the third party determines not to host the Software for any reason.

You may terminate these Terms and your right to use the Software, with or without cause, at any time by discontinuing your use of the Software, and by deleting all copies of the Software from your computers and systems.

The parties shall use all reasonable efforts in good faith to resolve any dispute which arises between them in connection with these Terms.

A party will, as soon as reasonably practicable, give the other party notice of any dispute in connection with these Terms. Any dispute will be referred initially to a designated representative of Econix and your designated representative, who will endeavour to resolve the dispute within 10 days of the giving of the notice; and if the dispute is not resolved within the 10 days, to your Chief Executive and the Chief Executive of Econix who will endeavour to resolve the dispute within a further 10 days.

If, following the dispute resolution procedures, the parties fail to resolve the dispute then the parties will try to settle their dispute by mediation before resorting to litigation. Either party may initiate mediation by giving written notice to the other.

All dispute resolution procedures shall be held in Ontario, Canada, unless otherwise agreed in writing.

No waiver of any breach of any provisions of these Terms shall constitute a waiver of a prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing.

Econix intends that the Software will be available to the fullest extent possible. There will be occasions that the Software may be unavailable to allow for maintenance or development activities to take place. Econix will endeavour to publish in advance when such activity will take place when Econix considers that the non-availability will be longer than normally expected.

These Terms contain the entire agreement between ECONIX and you with respect to the Software and the provision of it to you by ECONIX, including the licensing of the Software and provision of the support specified in clause 5.

These Terms shall be governed by Ontario, Canada law and the parties submit to the non-exclusive jurisdiction of the courts of Ontario, Canada in respect of any dispute or proceeding arising out of this Agreement.

You must not assign, transfer or grant a security interest in its rights under these Terms except if approved in writing by Econix.