SANECOTEC LTD.
SOFTWARE AS A SERVICE AGREEMENT (“SaaS”)

SANECOTEC LTD.
SOFTWARE AS A SERVICE AGREEMENT (“SaaS”)

This SaaS Agreement (“Agreement”), is entered into between SanEcoTec Ltd., a Canadian corporation with offices located at 15 Fitzgerald Rd Suite 200, Nepean, ON, Canada, K2H 9G1 (“Provider”) and any person (“Customer”) who completes the Provider’s subscription process to open and maintain an account with Provider for use of the Services (as defined below), and is effective as of the date of the Customer’s acceptance by clicking the acceptance button below (the “Effective Date”). Provider and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.” Capitalized terms used herein but not defined within the body of this Agreement shall have the meanings ascribed to them in Exhibit A.

BY CLICKING THE ACCEPTANCE BUTTON BELOW OR ACCESSING OR USING ANY PART OF THE SERVICES, CUSTOMER EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED, AND PROVIDER WILL PROMPTLY CANCEL THIS SUBSCRIPTION AND CUSTOMER MAY NOT ACCESS OR USE ANY PART OF THE SERVICES.

WHEREAS, Provider provides access to the Services to its customers (“Services”) subject to the terms and conditions of this Agreement, including the additional terms as set forth in Exhibit A attached hereto, which shall form part of this Agreement;

NOW, THEREFORE, in consideration of the terms and conditions set forth herein, the Parties agree as follows:

1. Access and Use.

   a. Provision of Access. Subject to terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 9(j)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. The total number of Authorized Users will not exceed the number set forth in Exhibit A, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.

   b. Documentation Licence. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 9(j)) licence to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.

   c. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

   d. Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.

   e. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable Law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

2. Customer Responsibilities.

   a. General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by an Authorized User will be deemed a breach of this Agreement by Customer. Customer shall use all reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions.

   b. Third-Party Products. Provider may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow through provisions referred to in Exhibit A attached hereto. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.

3. Service Levels.

   a. Service Levels. Subject to the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to make the Services available in accordance with the service levels set out in Exhibit A attached hereto.

4. Fees and Payment.

   a. Fees. Customer shall pay Provider the fees (“Fees”) as set forth in Exhibit A, commencing upon the Effective Date. Any changes to the Fees set forth in Exhibit A will be communicated directly by the Provider to the Customer not fewer than 60-days ahead of the date of the Fees’ change and in accordance with Section 9 (c). If Customer fails to make any payment when due, without limiting Provider’s other rights and remedies, and if such failure continues for thirty (30) days or more, Provider may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts and any reconnect fees (as set out in Exhibit A) are paid in full.

   b. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all taxes and similar assessments.

5. Intellectual Property Ownership; Confidential Information; Customer Data; Feedback.

   a. Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

   b. Confidential Information. The Customer shall not disclose any of the Confidential Information to any person or organization except to such persons or organizations within or with business with the Provider and its control who have “a need to know” for the Services set out herein, and only on the condition that each is bound by confidentiality obligations of non-disclosure to Provider, no less stringent or effective than the confidentiality and non-disclosure obligations set out herein. The Customer agrees that it will not use the Confidential Information (or any part thereof) received under or pursuant to this Agreement for any purpose except as set out herein, without the express written consent of the Provider.

   c. Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated, without attribution or identification, within the Aggregated Statistics.

   d. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.

6. Warranty and Disclaimer.

   a. Provider shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Provider or by third-party providers, or because of other causes beyond Provider’s reasonable control, but Provider shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

   b. CUSTOMER ACKNOWLEDGES AND AGREES THAT PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. LIMITATIONS OF LIABILITY.

IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY: (A) DAMAGES; (B) INCREASED COSTS, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. Term and Termination.

   a. Term. The initial term of this Agreement is twelve (12) months and begins on the Effective Date (the “Initial Term”). This Agreement will automatically renew for successive twelve (12) month terms (the “Successive Terms”) and will continue in effect unless terminated in accordance with Section 8(b) below.

   b. Termination. Customer may terminate this Agreement for convenience upon thirty (30) days prior written notice to Provider during the Successive Terms. Provider may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due; or (ii) materially breaches this Agreement.

   c. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and, without limiting Customer’s obligations under Section 5, Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

   d. Survival. This Section 8(d) and Section 4 to Section 7, and Section 9 shall survive any termination or expiration of this Agreement. No other provisions of this Agreement shall survive the expiration or earlier termination of this Agreement.

9. Miscellaneous.

   a. Entire Agreement. This Agreement, and all related Exhibits, constitutes the sole and entire agreement of the Parties and supersedes all prior understandings, both written and oral, with respect to the subject matter of this Agreement.

   b. Order of Precedence. In the event of any inconsistency between the statements made in the body of this Agreement, or the related Exhibits, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; and (ii) second, the Exhibits to this Agreement as of the Effective Date.

   c. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). Notices sent in accordance with this Section will be deemed effectively given: (i) when received, if delivered by hand, with signed confirmation of receipt; (ii) when received, if sent by an internationally recognized overnight courier, signature required; (iii) when sent, if by email with confirmation of transmission if sent during the addressee’s normal business hours, and on the next business day if sent after the addressee’s normal business hours; and (iv) on the seventh day after the date mailed by certified or registered mail by the Canada Post Corporation (or its affiliates in the United States), return receipt requested, postage prepaid.

   d. Force Majeure. In no event shall Provider be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Provider’s reasonable control, including but not limited to acts of God, epidemics, pandemics, including the 2019 novel coronavirus disease (COVID-19) pandemic, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

   e. Amendments and Modifications. No amendment to or modification of this Agreement is effective unless it is set forth as a Notice and signed by an authorized representative of each Party.

   f. Waiver. No waiver by any Party of any of the provisions hereof will be effective unless set forth as a Notice and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights from this Agreement will be construed as a waiver thereof, and (ii) no single or partial exercise of any right, hereunder will preclude any other or further exercise thereof or the exercise of any other right.

   g. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

   h. Governing Law. This Agreement including all Exhibits attached hereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.

   i. Arbitration. In the case of a dispute arising between the Parties as to their respective rights and obligations under this Agreement, the Parties shall first attempt to resolve all matters through friendly negotiation by a meeting between their representatives upon notice per Section 9(c). A resolution reached in this way must be reached within ten (10) days of both Parties having knowledge and notice of the dispute and be reduced to writing. In the case of a dispute arising between the Parties that has not been resolved through friendly negotiation within ten (10) days, either Party may give the other notice of such dispute and request arbitration thereof. If both Parties agree, the Parties shall, with respect to the particular matters then in dispute, submit the same to arbitration in accordance with the rules and regulations of the Arbitration Act, 2001 (Ontario) for the conduct of arbitrations in effect at the date of commencement of such arbitration.

   j. Assignment. Neither Party may assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

   k. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under 5 or, in the case of Customer, Section 1(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

Exhibit a

1. Definitions

a. “Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

b. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.

c. “Confidential Information” means all proprietary technical, commercial and/or financial information about or relating to Provider, its products, technology, software, algorithms, data, trade secrets, manufacturing processes, capabilities, services, pricing, market development and/or business strategies, and all other information of a proprietary and confidential nature (whether or not identified in writing as confidential), that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, disclosed under this Agreement for the Services set out herein that import an obligation of confidence, and which derives its economic value from not being generally known.

d. “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.

e. “Documentation” means Provider’s user guides relating to the Services provided by Provider to Customer either electronically or in hard copy form.

f. “Feedback” has the meaning set forth in Section 5(c).

g. “Fees” has the meaning set forth in Section 4(a).

h. “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, provincial, territorial, municipal, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

I. “Notice” has the meaning set forth in Section 9(c).

j. “Provider IP” means the Services, the Documentation, and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data.

k. “Services” means the SaaS offering described in Exhibit A.

l. “Term” has the meaning set forth in Section 8(a).

m. “Third-Party Products” means any third-party products described in Exhibit A provided with or incorporated into the Services.

2. Services

A. DESCRIPTION OF SERVICES:

Summary of Subscriptions available, includes:

Plan Recommendations will be provided.

B. FEES:

a) Subscriptions are renewable every 12 months and price changes may occur from time to time and will be communicated directly in accordance with Section 4 (a) and Section 9 (c). Monthly payments commence upon the Effective Date.

b) Reconnect fees may be charged for Customer’s reinstatement of Services following Termination as described in Section 8. Reconnect fees will be quoted and agreed in writing by the Parties prior to any reinstatement of Services.

c) Up-to-date pricing available in the WHI App and Plan Recommendations.

C. DATA FEES:

a) Oversized locations may also be subject to data plus fees - based on the volume of data.

3. Service Levels

A. The Services will achieve System Availability (as defined below) of at least 99% during each calendar year of the Term. “System Availability” means the number of minutes in a year that the key components of the Services are operational as a percentage of the total number of minutes in such year, excluding downtime resulting from (i) scheduled maintenance, (ii) events of Force Majeure in the Agreement), (iii) malicious attacks on the system, (iv) issues associated with the Customer’s computing devices, local area networks or internet service provider connections, or (v) inability to deliver services because of acts or omissions of Customer. The Provider reserves the right to take the Services offline for scheduled maintenance for which Customer has been provided reasonable notice and the Provider reserves the right to change its maintenance window upon prior notice to Customer.

B. If the Provider fails to meet System Availability in the year, upon written request by Customer within thirty (30) days after the end of the year, the Provider will issue a credit in Customer’s next invoice in an amount equal to 1% of the yearly fee for the affected Services for each 1% loss of System Availability, up to a maximum of the Customer’s fee for the affected Services. If the yearly fee has been paid in advance, then at Customer’s election the Provider shall provide a credit to Customer to be used for an additional term extension. The remedy stated in this paragraph is Customer’s sole and exclusive remedy for interruption of Services and the Provider’s failure to meet System Availability.