SOFTWARE AS SERVICE AGREEMENT

THIS AGREEMENT is made in the City of Montreal “INSERT DATE”

BETWEEN:

9925589 CANADA INC DBA Artiffex Universal Data Conversion, a body corporate incorporated under the laws of the Province of Quebec and having its head office in the City of Montreal, in the Province of Quebec;

(hereinafter referred to as “ARTIFFEX UDC”)

AND:

NAME

ADDRESS,

ADDRESS

ADDRESS

(hereinafter the “Customer”)

WHEREAS both Customer and ARTIFFEX UDC wish Customer to be able to license certain Licensed Software from ARTIFFEX UDC pursuant to the articles and conditions of this Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1
LICENSED SOFTWARE

1.1 This agreement serves to define of the grant of license to the Customer to access and use the ARTIFFEX UDC Service as is described in this agreement and the Licensing Terms Proposal (the “Licensed Software”).

ARTICLE 2
LICENSE GRANT

2.1 Subject to the terms and conditions of this Agreement, ARTIFFEX UDC grants Customer a non-exclusive, non-transferable license, for the duration of this license agreement, to use the Licensed Software. The parties understand that multiple users within the Customer’s team will be able to use the Licensed Software through the web application. The foregoing license shall be limited to the Customer and staff employed by Customer, including any subcontractors of Customer (subject to the terms hereof, including without limitation, Section 5.1 hereof), and shall be used by Customer solely for Customer’s internal business use, including for client engagements and work, and not for distribution The Licensed Software is licensed, not sold.

2.2 The Customer is hereby notified that the Licensed Software includes software and programs which are the property of NDEX Systems Inc. and that certain provisions of this Agreement relate to such licensor’s rights in and to the Licensed Software. Such provisions are made expressly for the benefit of this licensor, and, to the extent permitted by applicable law, are enforceable by and against such licensor in addition to ARTIFFEX UDC. Furthermore, the Licensed Software is hosted, supported and maintained by NDEX Systems Inc. with whom ARTIFFEX UDC has a license agreement legally permitting it to sub-license the Licensed Software to Customers.

ARTICLE 3
DURATION

3.1 This Agreement shall be in full force and effect as of the effective date of this agreement (the “Effective Date”) and shall govern the provision of all software, services and documentation for an initial term of 3 years (the “Initial Term”) or until terminated as provided for herein.

3.2 Following the Initial Term, this Agreement shall renew automatically for successive terms (each, a “Renewal Term”) of one (1) year unless either party provides notice to the other not less than ninety (90) days prior to the first day of any Renewal Term of its intention to terminate this Agreement. The Initial Term, the Renewal Term and any subsequent renewal term(s) may be collectively referred to as the “Term”.

ARTICLE 4
DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

4.1 Subject to the terms of this Agreement, Customer may not copy the Licensed Software in any manner whatsoever.

4.2 Customer shall not assign, sublicense, resell, rent, lease or otherwise transfer or permit a third party to assign, sublicense, use, resell, rent, lease or otherwise transfer the Licensed Software without the prior written approval of ARTIFFEX UDC.

4.3 The source code underlying the Licensed Software constitutes confidential information and a valuable trade secret of ARTIFFEX UDC and NDEX Systems Inc. Customer may not reverse engineer, decompile, disassemble, reverse assemble, modify, adapt, translate, decrypt, create derivative works based on the Licensed Software, merge the Licensed Software into any other program or use all or any portion of the Licensed Software for the purpose of deriving its source code.

ARTICLE 5
UNAUTHORIZED USE AND CUSTOMER COMPLIANCE

5.1 Customer shall ensure that any person with permitted access to the Licensed Software as provided under this Agreement abides by the terms and conditions of this Agreement. In the event that Customer becomes aware that the Licensed Software is being used by any person in a manner not authorized by this Agreement, Customer shall, to the extent possible, cause such unauthorized use of such Licensed Software to immediately cease. Customer agrees to notify ARTIFFEX UDC in writing of any such unauthorized use.

ARTICLE 6
RIGHTS

6.1 Except as stated herein, this Agreement does not grant a party any rights in or to any patents, copyrights, trade secrets, trademarks, or other intellectual property rights of the other party (collectively, the “Intellectual Property Rights”). A party shall not make any use of the other party’s trademark, name or logo, or share such assets with any third party without the prior written consent of the other party.

6.2 The Licensed Software is protected by copyright laws, other laws, and international treaty provisions. Customer must treat and protect the Licensed Software with at least the same degree of care and discretion as it would its own proprietary and protected material.

6.3 Customer may not remove any copyright, patent, trademark, proprietary rights and other intellectual property notices or markings nor may Customer remove any disclaimers or warning notices included on or embedded in any part of the Licensed Software originally provided by ARTIFFEX UDC or any copy Customer may make of the Licensed Software. Except as specifically provided for in this Agreement. ARTIFFEX UDC reserves all of its other rights.

6.4 Each Party agrees that it will not, without the prior written consent of the other Party in each instance use in advertising, publicity, or otherwise the name of the other Party, or any affiliate, partner, employee or agent of the other Party, or any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction, or simulation thereof owned by the other Party or its affiliates.

ARTICLE 7
TERMINATION OF THE LICENSE AGREEMENT

7.1 ARTIFFEX UDC or the Customer may terminate this Agreement (i) if there is a material breach of any terms of this Agreement by the other Party, or (ii) immediately upon the other party becoming insolvent or entering into a bankruptcy proceeding, application, petition or arrangement.

7.2 Upon any termination of this Agreement by the Customer or ARTIFFEX UDC for any reason, Customer shall at ARTIFFEX’S election either return or destroy all copies of the Licensed Software documentation, provided, however, that the Customer may retain one copy of the Licensed Software documentation for archival purposes, for reference only in connection with determining the content of disclosed information in the event of a dispute or if required by law or regulation.

7.3 The Customer acknowledges and agrees that any violation of the provisions of this Agreement shall cause irreparable damage to ARTIFFEX UDC. In the event of any violation of any terms and conditions of this Agreement by the Customer, ARTIFFEX UDC shall have the right, in addition to all other rights provided by law or by this Agreement, to seek and obtain a provisional injunction, interlocutory injunction and permanent injunction to prevent the other party or persons acting on its behalf, from violating the terms and conditions hereof.

7.4 Return of data. Upon termination of the agreement ARTIFFEX UDC shall immediately return the Customer Confidential Information to the Customer in electronic form. ARTIFFEX UDC shall confirm in writing that it has returned all Customer Confidential Information to the Customer and that it has deleted all copies or backups, whether in a physical or electronic form, from its files, provided, however, that ARTIFFEX UDC may retain one copy of the Customer Confidential Information for archival purposes, for reference only in connection with determining the content of disclosed information in the event of a dispute or if required by law or regulation.

ARTICLE 8
LICENSED SOFTWARE FEES

8.1 Customer agrees to pay to ARTIFFEX UDC fees as per the ARTIFFEX UDC License Offering Terms attached as Schedule A. These payments shall entitle Customer to use the Licensed Software in accordance with this Agreement.

8.2 Customer shall at its sole expense be responsible for providing all hardware and peripheral devices required to use the Licensed Software.

ARTICLE 9
TRAINING

9.1 ARTIFFEX UDC shall provide training as specified in the ARTIFFEX UDC License Offering Terms.

ARTICLE 10
SUPPORT

10.1 ARTIFFEX UDC agrees to provide to the Customer ongoing support of the Licensed Software and the accompanying documentation during the Term as described in Article 10.2.

10.2 Support includes (a) ongoing corrections of programming errors so that the Licensed Software will at all times conform to the system documentation, and if required, correction of the system documentation, (b) problem identification and resolution support available in English and French via telephone and email between the hours of 8:00 am and 6:00 pm Monday to Friday, Eastern Time,(c) all enhancements and updates to the Licensed Software made available by ARTIFFEX UDC from time to time and, (d) software maintenance and support services as the Customer may reasonably require. ARTIFFEX UDC shall act in good faith to provide the services described in (a), (b) and (d) above within twenty-four (24) hours from the time a support request is made by the Customer. As part of the training process, ARTIFFEX UDC may at its discretion train one or more users per office to become “super” users capable of providing ongoing support to the firm’s users of the software.

10.3 In year one of the contract, support services are included in the Engagement Fee. In year two and onwards, the Customer agrees to pay to ARTIFFEX UDC an annual maintenance and support fee, as described in the License Offering Terms. Following the initial term of the agreements, these fees are subject to change.

10.4 ARTIFFEX UDC agrees to provide support services in accordance with the timing and availability terms described in Schedule B – Service Level Agreement.

ARTICLE 11
CONFIDENTIALITY

11.1 ARTIFFEX UDC acknowledges that any information or data of a proprietary or confidential nature including, but not limited to, financial and business information and personal information as defined in Canadian federal and provincial privacy legislation of either the Customer or the Customer’s clients (collectively the “Customer Confidential Information”) is confidential and constitutes a valuable asset of Customer and/or the Customer’s clients, therefore ARTIFFEX UDC shall: (a) treat that information as confidential, (b) exercise at least the same degree of care and discretion with respect to Customer Confidential Information as it exercises in protecting its own confidential information, (c) take all necessary steps to ensure that the confidential information is maintained confidential, (d) not display, disclose , or otherwise make available any of the Customer Confidential Information, and (e) restrict the access to the Customer Confidential Information solely to employees of ARTIFFEX who need to be able to access the Customer Confidential Information to allow ARTIFFEX UDC to provide the Services to the Customer.

The Customer shall have the right to access the Customer Confidential Information and to rectify and/or update such data at any time.

ARTIFFEX UDC shall not use the Customer Confidential Information for any purpose other than to provide the Services to the Customer under this Agreement, provided, however, that it may use Customer Confidential Information in an aggregated and anonymous manner that eliminates any potential identification of the Customer for research, performance assessment or benchmarking purposes.

11.2 ARTIFFEX UDC shall return the Customer Confidential Information to the Customer immediately upon request and, in any case, upon termination of this Agreement. ARTIFFEX UDC shall confirm in writing that it has returned all Customer Confidential Information to the Customer and that it has deleted all copies or backups, whether in a physical or electronic form, from its files; provided, however, that ARTIFFEX UDC may retain one copy of the Customer Confidential Information for archival purposes, for reference only in connection with determining the content of disclosed information in the event of a dispute or if required by law or regulation..

11.3 Customer shall take such steps as may be required under applicable law with its clients to permit the provision of the Customer Confidential Information to ARTIFFEX UDC for the purposes of this Agreement.

ARTICLE 12
DATA SECURITY AND PROTECTION

12.1 ARTIFFEX UDC warrants that it has put in place technical and organizational security measures, including, enhanced authentication, data encryption, vetting and oversight, discovery and inventory and maintaining situational awareness, appropriate and in line with the industry standards to protect the Customer Confidential Information from any unauthorized access to computer systems hosting or processing Customer Confidential Information, including from any unauthorized reading, copying, alteration or removal of storage media, any unauthorized data input or any unauthorized disclosure, alteration or erasure of stored Customer Confidential Information or any unauthorized use of data-processing systems by means of data transmission or remote facilities.

12.2 ARTIFFEX UDC shall immediately inform the Customer of any breach or suspected breach of its data security systems or of any other unauthorized use or disclosure of the Customer Confidential Information and shall do everything reasonably possible to limit and repair any unauthorized use or disclosure of the Customer confidential Information.

12.3 ARTIFFEX UDC shall comply with all applicable personal data protection legislation, including (i) the Personal Information Protection and Electronic Documents Act (Canada), as amended, or any replacement or supplemental federal or provincial legislation in effect from time to time in Canada, (ii) the Quebec Act Respecting the Protection of Personal Information in the Private Sector, as amended, or any replacement or supplemental provincial legislation in effect from time to time and (ii) any other laws of privacy or protection of personal information applicable to, or guidance rulings, findings, interpretation bulletins or facts sheets issues by a regulator having authority over ARTIFFEX UDC (the “Applicable Privacy Laws”).

12.4 ARTIFFEX UDC shall maintain at all times during this Agreement appropriate disaster recovery and backup plans and ensure procedures are in place with respect to the Customer Confidential Information that either Customer entrusted to it or that ARTIFFEX UDC accesses or collects in the course of this Agreement. ARTIFFEX UDC agrees that from time to time, it will review its procedures with respect to security safeguards through risk assessments, benchmarking or other means, to determine whether they are still consistent with Applicable Privacy Laws and with industry standards, appropriate to the risks, and consistent with best practices, and if not, agrees to revise the same as required.

12.5 ARTIFFEX UDC shall ensure that its contractual relationship with any third party requires such a party to maintain the confidentiality and security of Customer Confidential Information, to collect, use, transfer, store, disclose, process and handle all Customer Confidential Information it receives under such contract in compliance with Applicable Privacy Laws and restricts the use by such third party of the Confidential Information only for the purpose of providing the services and Licensed Software under this Agreement.

12.6 Customer shall cause its personnel that uses the Licensed Software to comply with reasonable guidelines established by ARTIFFEX UDC from time to time for the purposes of preserving data security and protection as well as such standards as are usual and customary for the preservation of data security in the industry in which Customer operates, such as password access and security protocols, limiting access to the Licensed Software from insecure locations, prohibiting access by unauthorized personnel and similar matters.

12.7 ARTIFFEX UDC’s current Privacy Policy is attached as Schedule C. ARTIFFEX UDC reserves the right to amend or replace the Privacy Policy at any time, at its sole discretion.

ARTICLE 13
EXCLUSIONS OF WARRANTIES

13.1 ARTIFFEX UDC (a) MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY, RESPECTING THE LICENSED SOFTWARE PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND (b) DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE BY PERSONS OTHER THAN ARTIFFEX UDC.

ARTICLE 14
LIMITATION OF LIABILITY

14.1 In no event shall the liability, if any, of ARTIFFEX UDC its affiliates, officers, employees, licensors, manufacturers, subcontractors or suppliers for damages of any type relating to the Licensed Software or otherwise arising out of, related to or in any way connected with this agreement exceed the lesser of the amount paid under this agreement for the specific Licensed Software that directly gave rise to the damages claimed in the calendar year in which such damages arose, or $250,000, regardless of the form of action, whether based on contract, negligence, product liability, trade practices or otherwise, except to the extent such loss, claim, liability, penalty or expense suffered by the Customer has been finally judicially determined to have resulted from the gross negligence, fraud or intentional misconduct of ARTIFFEX UDC. In no event will ARTIFFEX UDC be liable for any claim brought by Customer more than one year after the cause of action arose or reasonably should have been discovered.

14.2 In no event shall ARTIFFEX UDC and the Customer, and their respective affiliates, officers, employees, manufacturers, licensors, subcontractors or suppliers be liable to the other party or any other person or entity for any special, incidental, indirect, consequential, punitive, multiple or reliance damages whatsoever, whether such alleged damages are alleged in contract, delictual liability/tort or otherwise (including but not limited to, damages for loss of profits, loss of savings,) even if any such entity is made aware of the possibility of such damages.

ARTICLE 15
INDEMNITY

15.1 ARTIFFEX UDC shall indemnify and hold the Customer harmless from any claims, demands, or allegation that the Customer’s use of the Licensed Software violates a third party’s intellectual property rights, unless the claim, demand or allegation arises from Customer’s violation of this Agreement.

ARTICLE 16
INSURANCE

16.1 ARTIFFEX UDC represents and warrants that it has in force and will maintain in force commercial general liability and errors and omissions insurance no less than $1,000,000.00 per occurrence and no less than $2,000,000.00 in the aggregate.

ARTICLE 17
SURVIVAL

17.1 Section 4.3, Section 11 and Article 13 hereof shall survive any termination of this Agreement.

ARTICLE 18
MISCELLANEOUS

18.1 Any waiver of any term or condition of this Agreement shall only be deemed to have been made if expressed in writing by the party granting such waiver. The failure or neglect by a party to enforce, in any one or more instances, any of the terms and conditions of this Agreement shall not be construed as a waiver of the future performance of any such term or condition, or any other terms or conditions of this Agreement.

18.2 This agreement shall be governed by and interpreted in accordance with the laws of the Province of Quebec. The parties expressly submit and consent to the exclusive jurisdiction of the Superior Court, District of Montreal, Quebec, with respect to any controversy arising out of or relating to this agreement or any supplement hereto or to any transaction in connection therewith.

18.3 This Agreement including all Schedules attached hereto (which are incorporated herein by reference) constitute the entire understanding between the parties, and supersede all prior discussions, representations, understandings or agreements whether oral or in writing between the parties with respect to the subject matter of this Agreement. Except as otherwise provided herein, any modification or amendment to this Agreement must be in writing and signed by and on behalf of both parties. In the event of any inconsistency between the main body of this Agreement and any Schedule, the terms of the main body shall prevail.

18.4 This Agreement is for the benefit of and shall bind the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any rights or obligations hereunder may be assigned or otherwise transferred, in whole or in part, by Customer or ARTIFFEX UDC to any other person without the prior written consent of the other party, whether by operation of law or otherwise; provided, however, that either Customer or ARTIFFEX UDC may assign this Agreement to any subsidiary or affiliate of such party, and ARTIFFEX UDC may assign this Agreement to a third party in any transfer to such third party of all or substantially all of its assets. For purposes of this Agreement an assignment shall be deemed to include a merger or acquisition or change of control of a party, irrespective of whether that party is the surviving entity in such transaction.

18.5 Either party shall execute, acknowledge, and deliver, or causes to be executed, acknowledged, and delivered, such instruments and take such other action as may be necessary or advisable to carry out its obligations hereunder and to implement the terms and conditions of this Agreement.

18.6 Neither party shall be held liable or responsible for any delay or failure to perform any of its obligations hereunder as a result of any cause beyond its reasonable control.

18.7 In the event that a particular provision of this Agreement is held by a court of competent jurisdiction to be invalid, such provision shall be severed from the Agreement and shall not affect the validity of this Agreement as a whole or any of its other provisions. The parties hereto agree to replace such invalid provision with a new provision that has the most nearly similar permissible, economic or other effect.

18.8 The headings in this Agreement are for convenience of reference only and shall have no bearing on the construction or interpretation of this Agreement.

18.9 This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument

18.10 Except as otherwise specified herein, all notices, requests, demands or other communications required or permitted hereunder shall be given or made in accordance with the provisions of the License Offering Terms

18.11 The parties hereto have expressly required that agreement and all documents and notices relating thereto be drafted in the English language. Les parties aux présentes ont expressément exigé que la présente convention et tous autres documents et avis y référant soient rédigés en langue anglaise.

Schedule A – License Offering Terms

The Licensed Software to be provided as referenced in the accompanying Software as a Service Agreement is the ARTIFFEX UDC solution encompassing:

1. MARKETABLE SECURITIES DATA CONVERSION

ARTIFFEX ingests and converts data from the following sources:

• Native PDF statements
• Data downloaded from online and investment sites
• Custodial feeds from financial institutions

2. REPORTING

Comprehensive reporting including but not limited to:

• Realized Gain and Loss
• Realized Income
• Foreign Income Verification (T1135)
• Continuity Report
• Position / Activity Reports
• USD Cash Tracking

3. INVESTMENT

The investment required covers the following items:

• training for a maximum of 5 users per office
• data base set up
• adding support for financial institutions not recognized for PDF ingestion

USAGE FEE – levels

Usage fees are based on the number of entities* the Customer places in the Licensed Software. At the beginning of the term of the agreement, the Customer must select the initial level. A Level is defined as a package of entity licenses and is invoiced at the Monthly Fee up to the Number of Entities for that level. Additional entities can be added at any time and are charged at the Level Overage Fee, up to the Level Overage Cap. Once the number of entities increases beyond the Level Overage Cap, the Customer is automatically moved to the Monthly Fee of the next level.

*An entity is defined as a single and independently existing body, individual, corporation, privately held corporation, trust, or estate containing an unlimited number of broker accounts from an unlimited number of financial institutions.

Artiffex offers a variety of subscription plans to meet different needs, including monthly and annual options. Each plan provides access to specific features and services as detailed on our website or in your service agreement.

4. CONDITIONS

• Customer must confirm level at the start of the agreement, following which Monthly Fee is billed at the beginning of each month.
• Customer is responsible for ensuring the number of entities in the application is current.
• Artiffex charges @ $125 per hour for additional training
• If an entity ceases to be a client and the Customer advises Artiffex, the data will continue to be archived for compliance purposes.
• Pricing excludes taxes.