SUBSCRIPTION CONTRACT

Last update: September 24, 2024

This Subscription Agreement (the "Agreement") applies to the grant of access to Laylah’s software Platform (the "Platform") and associated support required for the use of the Laylah Innovations Inc ("Laylah") by Laylah to Customer. Customer agrees to be bound by this Agreement as of the effective date of Customer's registration and opening of Customer's account for access to the Platform (the "Effective Date").

PLEASE READ THIS SUBSCRIPTION AGREEMENT CAREFULLY, AS IT CONSTITUTES A BINDING AGREEMENT CONCERNING THE SUBSCRIPTION TO THE PLATFORM. BY ACCESSING OR USING THE PLATFORM, OR BY CLICKING "I AGREE", YOU EXPRESS THAT YOU HAVE THE FULL CAPACITY AND AUTHORITY TO LEGALLY BIND ANY ORGANISATION, COMPANY OR OTHER LEGAL ENTITY ON WHOSE BEHALF YOU ACCESS OR USE THE PLATFORM (THE "CUSTOMER") AS OF THE DATE YOUR ACCOUNT IS OPENED (AS DEFINED BELOW) (THE "EFFECTIVE DATE"). IF YOU DO NOT HAVE SUCH CAPACITY AND AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT / MAY NOT ACCESS OR USE THE PLATFORM.

1. PLATFORM

1.1 Authorised Users

The Customer, holder of a company account (the "Owner Account") must appoint one or more Authorised Users (as defined below) who, in their capacity as agents, managers, supervisors or administrators, are responsible for configuring certain features of the Platform and for managing (an "Administrator Account(s)") the features of the Platform. Platform and the administration (an "Administrator Account(s)") of the Customer's Authorised accounts of the Customer's authorised Users on the Platform (the "Authorised Accounts" and collectively with the Owner Account, the Administrator Account(s), the "Account(s)"). When creating an Account, Customer or its Authorized Users must provide Laylah with true and complete information and ensure that such information remains accurate at all times. The Authorized User with an Administrator Account will have access to all Administrator Features (as defined below) on the Platform, for the Owner Accountand will be responsible for creating and managing all Authorised Accounts associated with the Owner Account.. For the sake of clarity, only the Administrator Account(s) allows use of and access to the Administrator Features. For the avoidance of doubt, the Customer is solely responsible for any withdrawal or modification of accounts and for linking its Authorised Users so that the access and privileges of Authorised Users associated with the Customer's Proprietary Account are consequently deactivated, revoked or modified. For the purposes hereof, "Administrator Features" means the features to which only the Customer, as a business, and its Authorised Users with an Administrator Account have access on the Platform and allowing, inter alia, the management of the Customer's Authorised Users' Accounts by adding or removing Authorised Users' Accounts on the Platform and entering Personal Information as defined in Schedule A related to their business or employment relationship. Authorised User(s)" means an individual who uses the Platform with an Authorised Account, or an Administrator Account as the case may be.

1.2 Subscription; Grant of License

Subject to Customer's full compliance with the Agreement, including payment obligations, Laylah hereby grants to Customer a limited, revocable, non-exclusive, non-sublicensable and non-transferable license (subject to paragraph 8.3 below) for the Term (as defined below) to: (i) access and use the Platform; and (ii) use and make a reasonable number of copies of Laylah's user manuals, handbooks, installation guides relating to the Platform and the various reports resulting from Laylah's analysis of the Customer Data (as defined below) (collectively, the "Documentation") and any training materials that may be provided by Laylah in connection with Customer's access and use of the Platform (the "Training Materials").

1.3 Reservation of Rights

Laylah reserves all rights not expressly granted to Customer herein. Except for the limited rights and licenses expressly granted herein, nothing contained herein grants by implication, waiver, estoppel or otherwise to Customer or any third party any intellectual property or other rights, titles or interests in or to the Platform, Documentation or Training Materials.

1.4 Trial period

As part of a subscription, Laylah may, at its sole and absolute discretion, offer the Customer a trial period to access the Platform. In this case, the terms and conditions applicable to this trial period, including its duration, will be specified directly via Laylah's website and/or communicated with the Customer. During the trial period, no Fees will be due, unless Laylah provides otherwise. During the trial period and notwithstanding any express provision to the contrary in the Agreement, the Platform is provided "as is" without warranty of any kind and Laylah disclaims all liability in connection with the use of the Platform during a trial period.

1.5 Customer's Obligations

Customer is solely responsible for all uses of the Platform by its Authorized Users resulting from access provided by Laylah, directly or indirectly, whether such access or use is authorized by or in violation of this Agreement. Customer shall be responsible for all acts and omissions of its Authorized Users, and any act or omission of an Authorized User that would constitute a breach of this Agreement or Schedule A if committed by Customer shall be deemed a breach of this Agreement by Customer. The Customer shall use commercially reasonable endeavours to make known to all its Authorised Users: (i) the provisions of this Agreement, including Schedule A, applicable to the use of the Platform by such Authorised Users; (ii) the Terms of Use of the Platform by End Users available at : https://www.laylah.ca/en/terms and (iii) the Privacy Policy relating to the Platform available at : https://www.laylah.ca/en/privacy-policy, and shall ensure that its Authorised Users comply with these provisions. Customer agrees to: (a) immediately notify Laylah of any known or suspected unauthorized use of the Platform and any breach of any security measure that may result in unauthorized use of the Platform; and (b) cooperate with Laylah and use commercially reasonable efforts to stop such unauthorized use or breach.

1.6 Restrictions on use

The Customer shall not use the Platform for any purpose beyond the scope of the licence granted in this Agreement. Without limiting the generality of the foregoing and unless expressly provided otherwise in this Agreement, the Customer shall not at any time, directly or indirectly: (i) copy, modify or create derivative works of the Platform, Documentation or Training Materials, in whole or in part; (ii) rent, lease, loan, sell, sub-license, assign, distribute, publish, transfer or otherwise make available the Platform, Documentation or Training Materials; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Platform in whole or in part; (iv) remove any proprietary notices from the Platform, the Documentation or the Training Materials; (v) use the Platform or the Documentation as a service bureau, on a time-sharing basis or in any other way which allows unauthorised third parties to use the Platform, the Documentation and the Training Materials, with the exception of Authorised Users, in accordance with the Agreement and Schedule A; (vi) use the Platform contrary to Schedule A, the Documentation and the Training Materials; (vii) use the Platform and provide unauthorised third parties with passwords or other login information to the Platform; (viii) share information from the Platform with other users; (ix) probe, scan, vulnerability test or circumvent any security mechanism used by the websites, servers or networks connected to the Platform; (x) take any action that imposes an unreasonable or disproportionately large load on the websites, servers or networks connected to the Platform; (xi) access (and attempt to access) or use the data of other Customers through the Platform; (xii) knowingly diminish or impede access to the Platform; (xiii) access the Platform or use it to create a similar or competing platform or service; or (xiv) use the Platform, Documentation or Training Materials in any manner or for any purpose which infringes, misappropriates or otherwise violates any intellectual property or other right of any person, or which violates any applicable law.

1.7 Discriminatory content

At all times, the Customer hereby agrees and accepts that it is solely responsible, especially regarding the legal validity of: (i) the content and format of e-mails transmitted; and (ii) any form, document and/or information uploaded, created and/or sent (collectively, the "Content") via the Platform or any other method to Authorised Users.

Without limiting the generality of the foregoing, Customer agrees that it is solely responsible for complying with all applicable law with respect to all Content posted and shared on the Platform, including requirements under applicable Privacy Laws (as defined in Schedule A). For clarity, when Customer posts or provides any Content on the Platform, Customer acknowledges and agrees that it will not make any statement that could be deemed, in Laylah's sole and absolute discretion, to be: (i) abusive, defamatory, hateful, racist, xenophobic, homophobic or sexist (or any use of discriminatory language); (ii) involving vulgar, obscene or malicious language; (iii) disclosing Personal Information or confidential information of others in contravention of the provisions set out in this Agreement and Schedule A; (iv) unlawful or which otherwise violates applicable laws, including privacy and protection of Personal Information.

To the extent permitted by law and subject to the provisions of this Agreement (including its Schedule A), Laylah further makes no warranty as to the delivery or receipt of e-mail or documents in connection with the activities of its Authorized Users and makes no warranty as to the error-free transfer or storage of data. The Customer assumes full responsibility for examining the environment of their Owner Account and Authorised Accounts on the Platform in order to consult their customers' files and any other information available in the various sections/tabs of the Platform. Notwithstanding the generality of the foregoing, Laylah reserves all rights relating to the administration of the Platform, including but not limited to the right to remove without notice any Content which, in Laylah's sole and absolute discretion, is inappropriate or does not comply with the rules set forth in this paragraph 1.7 or for any other reason. Customer acknowledges and agrees that Laylah has no obligation to review Content posted on the Platform, or to monitor access to or use of the Platform, but has the right to do so, in order to ensure compliance with this Agreement, applicable laws, court orders, government directives or other requirements.

1.8 Suspension of Platform

Notwithstanding anything to the contrary in the Agreement, Laylah may temporarily suspend Customer's and any Authorized User's access to all or part of the Platform if Laylah reasonably determines that: (i) there is a threat or attack on any component of the Platform; (ii) Customer's or any Authorized User's use of the Platform disrupts or poses a security risk to the Platform or to any other Laylah Customer; (iii) Customer, or any Authorized User, is using the Platform for fraudulent or illegal activities; (iv) Customer's or any Authorized User's use of the Platform is prohibited by applicable law; or (v) Customer's or any Authorized User's use of the Platform is contrary to the terms of the Agreement, including Schedule A (each, a "Suspension"). Laylah will use reasonable efforts to provide written notice of any Suspension to Customer and updates regarding the resumption of access to the Platform following a Suspension. Laylah will use reasonable efforts to resume access to the Platform as soon as the event causing the Suspension is resolved. Laylah is not responsible (except to the extent permitted by law) any damages, liabilities, losses (including any loss of profits) or other consequences that the Customer or any Authorised User may suffer as a result of a Suspension.

1.9 Support

Laylah agrees to provide Customer with commercially reasonable support services for use of and access to the Platform as of the Effective Date. At Customer's request, or where the support services required for access and use of the Platform exceed, at Laylah's discretion, the reasonable scope necessary, additional support services may be provided by Laylah, subject to a separate agreement and payment of corresponding additional fees. Subject to the terms and conditions of this Agreement, Laylah will use commercially reasonable efforts to make the Platform available at all times, subject to the terms and conditions set out in paragraph 1.8 hereof.

1.1 Use of Customer Data

Except with Customer's prior written consent (email being sufficient), Laylah does not access, process or otherwise use any data that Customer or its Authorized Users create, upload, migrate, use or otherwise disclose to Laylah or its representatives in connection with the use of the Platform (collectively, "Customer Data"), except to the extent necessary to provide access to the Platform and to maintain or improve the performance and functionality of the Platform. Laylah is not responsible for any inaccuracy, misrepresentation, error or omission in the Customer Data. Unless otherwise agreed by the parties, Customer further understands and agrees that upon expiration or termination of the Agreement, Customer is solely responsible for taking all necessary steps to retrieve Customer Data and export it off the Platform within ninety (90) days of termination or expiration of the Agreement. In the event of inaction or default by the Customer, Laylah makes no commitment as to the availability of the Customer Data and any attempted recovery, to the extent possible, will be charged at Laylah's prevailing rates. Unless otherwise agreed by the parties, Laylah may permanently delete Customer Data ninety (90) days after termination or expiration of the Agreement. Customer acknowledges and agrees that Customer Data cannot be retrieved once it has been permanently deleted. To the extent that Customer Data includes Personal Information, Laylah and Customer agree to comply with the provisions set forth in Schedule A and those set forth in the Privacy Policy available at https://www.laylah.ca/en/privacy-policy. In the event of any inconsistency between the provisions of this Agreement and the provisions of Schedule A and the Privacy Policy with respect to Personal Information, the provisions of Schedule A and the Privacy Policy shall prevail.

1.1 Aggregate Data

Laylah may monitor Customer's use of the Platform, collect and compile aggregated and anonymous data sets and decision model structures ("Aggregate Data"). As between the parties, all rights, titles and interests in and to the Aggregated Data, and all intellectual property rights therein, shall be owned and retained solely by Laylah. Customer acknowledges and agrees that Laylah may: (i) generate the Aggregate Data based on Customer's Data; (ii) make the Aggregate Data publicly available in accordance with applicable law; and (iii) use the Aggregate Data to the extent and in the manner permitted by applicable law.

2. FEES; PAYMENT

2.1 Fees

In order to access the Platform during the Term, Customer must pay Laylah the fees associated with the subscription package selected by Customer plus any applicable taxes (the "Fees"). The Fees for a given period are calculated according to the package selected and the number of Authorized Users of the Customer indicated during the registration to the Platform by the Customer. The minimum number of Authorised Users charged is one (1) Authorised User. In the event that the Customer wishes to add Authorised Users or additional extensions to their package, they must pay the difference between the Charges for their current package and the Charges for the upgraded package. In the event of the addition of Authorised User(s) to access the Platform during a billing cycle, the Customer shall pay the Fees adjusted pro rata to the billing cycle for the additional number of Authorised User(s). If the number of Authorised Users authorised to access the Platform is reduced during a billing cycle, a credit equivalent to the adjusted Charges for the Authorised Account withdrawn will be carried forward to the next billing cycle (monthly or annual instalment). For the sake of clarity, the Customer may, at any time, reduce the number of Users authorised to access its Platform during a specific billing cycle. The Fees then modified will be effective for the next billing cycle for the modified subscription.

2.2 Billing Period

Subject to any other payment terms agreed between the parties, Laylah will invoice the Fees on the Effective Date and thereafter on a monthly basis (or annual basis or such other basis as the parties may agree) during the Term. Customer shall make all payments of the Fees hereunder by direct debit from Customer's credit card account, and Customer hereby authorizes Laylah to charge Customer's credit card on a monthly basis during the Term (or on an annual basis or such other basis as the parties may agree) without deduction or withholding and without exercising any right of set-off. No refund will be made in the event of termination of the subscription, but the Customer will nevertheless have access to the Platform until the end of the billing cycle then in progress (monthly instalment or annual instalment). All amounts due to Laylah must be paid upon receipt of an invoice.

2.3 Payment methods

Direct debits are made via the Stripe online payment solution, which accepts the following principal credit cards: Visa and Mastercard. Laylah reserves the right to change any of these payment methods at any time. The Customer hereby accepts that the credit card associated with the Customer's account may be used for payments of Renewals, additional Authorized User accounts, one-time or annual fees or unpaid Fees as the case may be.

2.4 Late Payment

In the event of late payment of the Fees, Laylah may suspend or cancel access to the Platform until full payment of the Fees and interest thereon. Any unpaid amount when due will bear interest from the due date until payment, at a rate equal to one point five percent (### 1.5 %) per month (i.e. 1### 9.5 6% per annum). Payment shall be made without any right of set-off, recovery, counterclaim, deduction, debit or withholding for any reason whatsoever. Except as provided in this Agreement, none of the payments made under this Agreement are refundable.

2.5 Increase in Fees

Laylah reserves the right to increase the Fees at its discretion upon sixty (60) days prior written notice to the Customer.

2.6 Taxes

All Taxes are indicated separately on the invoice sent to the Customer showing the charges and other amounts payable under this Agreement. “Taxes" includes, without limitation, sales tax, goods and services tax (GST), value added tax, use and excise taxes, and all other similar taxes, duties and charges of any kind imposed by any federal, provincial, territorial or local governmental entity on all amounts payable by Customer hereunder, except taxes imposed on Laylah's income.

3. TERM; TERMINATION

3.1 Term

This Agreement shall commence on the Effective Date and, unless terminated early in accordance with paragraph 3.2 of this Agreement, shall continue for a period of one month or such duration of the subscription to the Platform by the Customer and Authorised Users as selected at the time of the Customer's registration to the Platform (the "Initial Term"). Upon expiry of the Initial Term, the Agreement shall automatically renew for successive periods of one month or as defined in the package selected by the Customer (each, a "Renewal"). Notwithstanding the foregoing, Customer may, at any time, terminate this Agreement by terminating its subscription directly by contacting Laylah's support team. Notwithstanding the foregoing, Laylah assumes no responsibility and shall not be liable for any damages, losses (including any lost profits) or other consequences that Customer or any Authorized User may suffer as a result of such unauthorized termination by Customer or any of its Authorized Users. The Initial Term and any Renewal, if any, are collectively referred to as the "Term".

3.2 Termination

In addition to any other right of termination expressly set forth in this Agreement, Laylah may terminate this Agreement by giving written notice (email is sufficient) effective immediately, if (i) Customer breaches this Agreement, including Schedule A, and such breach continues for more than ten (10) days after Laylah has given written notice to that effect ; or (ii) Customer becomes bankrupt, goes into receivership, is dissolved or liquidated. Notwithstanding the foregoing, Laylah may terminate this Agreement at any time and without notice in the event of gross negligence on the part of the Customer, including, without limitation, any attempt to steal information, to share Personal Information, to breach the obligations set forth in Schedule A, to reverse engineer or to fraudulently use the components of the Platform in an illegal or unlawful manner. For the sake of clarity, and subject to the terms and conditions set out in Schedule A, the Customer irrevocably waives the application of article 2125 of the Civil Code of Quebec and if the Customer wishes to terminate the Agreement, it must do so in accordance with paragraph 3.1 above. Notwithstanding the foregoing, upon seven (7) days notice, Laylah may also terminate any current trial period, if any, all at its sole and absolute discretion.

3.3 Effect of Expiration or Termination

Unless earlier termination of this Agreement is made by Laylah, effective immediately upon written notice to Customer and without prejudice to Customer's other rights, expiration or earlier termination of this Agreement by Customer shall be effective at the end of the then current billing cycle. As of the date of expiration or termination of this Agreement by either Customer or Laylah, all rights granted to Customer hereunder shall revert to Laylah and, without prejudice to the foregoing, Customer shall immediately cease using the Platform, Documentation and Training Materials (if any). For clarity, the expiration or termination of this Agreement does not affect Customer's obligation to pay any Fees that may be due as of the date of such expiration or termination.

3.4 Survival of provisions

Paragraph 3.4 and Sections 2, 3, 4, 5, 6, 7 and 8 shall survive any termination or expiration of this Agreement, as shall any other provision which by its terms is intended to survive such expiration or termination.

4. INTELLECTUAL PROPERTY

4.1 Property of Laylah

Customer acknowledges and agrees that, as between the parties, Laylah owns all rights, titles and interests, including all intellectual property rights, in and to its Confidential Information (as defined below), Platform (including data, text, images, designs, video, sound and Platform source code), Documentation, Aggregate Data and Training Materials that Laylah may have provided to Customer under the Agreement (the "Laylah Property").

4.2 Customer Data

As between the parties, Customer owns all rights, titles and interests, including all intellectual property rights, in and to the Customer Data and its Confidential Information. Customer hereby grants Laylah: (i) a non-exclusive, royalty-free, worldwide license to reproduce, distribute and otherwise use and display the Customer Data and to perform all acts with respect to the Customer Data that may be necessary for Laylah to provide access to the Platform, including analyses and reports issued based on the Customer Data; and (ii) a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use and anonymize the Customer Data to create the Aggregate Data.

4.3 Feedback

Laylah shall have no obligation to treat as confidential any Feedback (as defined below) provided to Laylah by Customer (if any), and nothing in this Agreement shall restrict the right to use, profit from, disclose, publish, keep secret or otherwise exploit any Feedback, without compensation or attribution to the person who provided it. For the purposes hereof, "Feedback" means any suggestions or other ideas for improving or modifying the Platform.

4.4 Customer Trademarks

The Customer hereby grants Laylah the right (but not the obligation) to use, reproduce, distribute, display and exhibit the Customer's trademarks, logos and corporate name (collectively, the "Customer Trademarks") in connection with the Platform, including for promotional purposes, without limitation as to time or territory. Laylah agrees to comply with all reasonable instructions and requirements that the Customer may submit to Laylah from time to time in connection with the use of the Customer Trademarks, provided, however, that failure to comply with such instructions and requirements shall not constitute a breach of Laylah's obligations.

4.5 Third-Party Products

Laylah may distribute certain third-party products provided on or integrated with the Platform (collectively, the "Third-Party Products"). For purposes of this Agreement, such Third-Party Products are subject to their own terms, conditions and licenses. If the Customer does not agree to comply with the terms and conditions applicable to such Third-Party Products, the Customer must not install or use such Third-Party Products. The Customer acknowledges and agrees that, as between the parties, the relevant third-party suppliers own all rights, titles and interests, including all intellectual property rights, in and to the Third-Party Products. Without limiting the generality of the foregoing, the Customer acknowledges and agrees that it is its responsibility to comply with the terms of use of the various Third-Party Products whose data may be imported into the Platform.

5. CONFIDENTIALITY

5.1 Confidential information

For the purposes hereof, "Confidential Information(s)" means all information: (i) disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") or which the Receiving Party may come into contact with or become aware of in connection herewith (including the Disclosing Party's technology and trade secrets); and (ii) which is designated as confidential by the Disclosing Party (orally or in writing) or which should be considered confidential by reason of its nature or the circumstances surrounding its disclosure. Confidential Information, however, excludes information which: (a) is already known to the Receiving Party at the time of disclosure; (b) has been made public without any action on the part of the Receiving Party; (c) has been disclosed to the Receiving Party by a third party who has a legitimate interest in the information and the right to disclose it; (d) has been developed by the Receiving Party or by a third party who has a legitimate interest in the information and the right to disclose it; (e) has been developed by the Receiving Party independently and without the use of Confidential Information; (f) has been authorised in writing by the Disclosing Party to be disclosed by the Receiving Party; or (g) has been disclosed to a third party by the Disclosing Party without imposing on that third party similar restrictions on its disclosure.

5.2 Obligation of confidentiality

The parties acknowledge and agree that the Disclosing Party may provide Confidential Information to the Receiving Party in connection with this Agreement. The Receiving Party agrees to protect the Disclosing Party's Confidential Information from unauthorized disclosure or use with at least the same degree of care as the Disclosing Party exercises with respect to its own Confidential Information, but in no event with less care than is commercially reasonable. The Receiving Party may only use the Confidential Information in accordance with the terms of this Agreement and solely for the purpose of performing its obligations and exercising its rights under this Agreement.

5.3 Non-Disclosure

The Receiving Party will disclose Confidential Information only to its directors, officers, employees and Users (collectively, the "Representatives") who: (i) have a need to know the Confidential Information; (ii) have been informed of the confidentiality obligations set forth herein; and (iii) agree to comply with such confidentiality obligations. The Receiving Party shall remain fully responsible for any breach of this Section 5 by its Representatives.

5.4 Mandatory disclosure

In the event that the Receiving Party is requested or required by any applicable law, rule or regulation, deposition, examination, request for documents, subpoena, civil investigative demand or similar legal process, or by any stock exchange, tax, judicial, supervisory, regulatory or other governmental body to disclose Confidential Information, the Receiving Party shall, to the extent permitted by law, tax, judicial, supervisory, regulatory or other governmental body, disclose Confidential Information. The Receiving Party shall, to the extent not prohibited by applicable law, rule, regulation or judicial or administrative order, provide the Disclosing Party with reasonable prior written notice of any such requirement in order to permit the Disclosing Party, at its sole expense, (i) to seek an appropriate protective order or other remedy (which the Receiving Party agrees it will not oppose), or (ii) to the extent permitted by applicable law, rule, regulation or judicial or administrative order, to consult with the Receiving Party regarding the steps to be taken to resist, limit or narrow the scope of any such request or legal process. The Receiving Party will provide only that portion of the Confidential Information which legal advice indicates is the subject of the request or legal requirement.

5.5 Breach

Each Party acknowledges and agrees that a breach of this Section 5 would cause the Disclosing Party irreparable harm for which monetary damages would not be an adequate remedy and that, in addition to any other remedies available to it, the Disclosing Party is entitled to an injunction against such breach or threatened breach, without the necessity of proving actual harm or posting a bond or other security.

5.6 Personal Information

To the extent that the Customer's Confidential Information includes Personal Information, Laylah agrees to comply with the provisions set forth in Schedule A and in the Privacy Policy available at https://www.laylah.ca/en/privacy-policy. In the event of any inconsistency between the provisions of this Agreement and the provisions of Schedule A or the Privacy Policy, the provisions of the Privacy Policy shall prevail.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual representations and warranties

Each party represents and warrants to the other that: (i) it has the authority and capacity to enter into and execute this Agreement; (ii) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms; (iii) the execution, performance, delivery or fulfilment of its obligations under this Agreement will not violate or result in a default under its articles of association, by-laws, any agreement or any law to which it is subject, or any judgment, order or decree of any governmental authority to which it is subject, or any contract to which it is a party or by which it is bound; and (v) it is not involved in any bankruptcy, insolvency, liquidation, dissolution or reorganisation proceedings.

6.2 Additional Representations and Warranties of Laylah

Laylah represents and warrants to Customer that: (i) to the extent applicable, it will provide access to the Platform using personnel with the requisite skills, experience and qualifications and in a professional manner, in accordance with generally accepted industry standards for similar platforms, and will devote adequate resources to fulfill its obligations under this Agreement; (ii) the Platform will be compliant in all material respects, when used according to the Documentation ; and (iii) it will maintain all commercially reasonable security measures, including physical, organizational and technical measures, to protect Customer Data from unauthorized alteration, disclosure or access during the Term. Notwithstanding the foregoing, Laylah does not warrant that the Platform is completely secure against hacking or other unauthorized infiltration or disclosure. The foregoing warranties do not apply to, and Laylah strictly disclaims all warranties with respect to, Third-Party Products. For the sake of clarity, Laylah makes no representations, conditions or warranties with respect to Third Party Products.

6.3 Additional representations and warranties by the Customer

Customer represents and warrants to Laylah that: (i) it will comply at all times with applicable laws (including applicable Privacy Laws), including, without limiting the generality of the foregoing, obtaining all necessary consents for Customer to disclose Personal Information to Laylah for the purposes of the Agreement, and for Laylah to use Customer's Personal Information for such purposes, in accordance with this Agreement and Schedule A ; (ii) Customer's Data does not infringe or violate any third party rights; (iii) it is not subject to any restrictions or obligations that could reasonably be expected to affect the performance of its obligations under this Agreement; and (iv) it has obtained all necessary rights and consents to grant Laylah the rights granted hereunder. Without limiting the foregoing, Customer represents and warrants that Laylah shall not be liable for any third-party claims arising out of any failure by Customer to comply with its obligations under the Third Party Products Terms of Use and applicable Privacy Laws (as defined in Schedule A).

6.4 Trial period

Without restricting the scope of paragraph 1.4 of this Agreement, the Customer acknowledges and agrees that paragraphs 6.1 and 6.2 do not apply to any trial period from which it may benefit.

6.5 Exclusions

EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN PARAGRAPHS 6.1 AND 6.2 LAYLAH MAKES NO CONDITIONS OR WARRANTIES OF ANY KIND THAT THE PLATFORM, THE TRIAL PERIOD, THE DOCUMENTATION, LAYLAH'S CONFIDENTIAL INFORMATION AND THE TRAINING MATERIALS, OR ANY PRODUCTS OR RESULTS OF THEIR USE, INCLUDING ANY REPORTS OR ANALYSES BASED ON CUSTOMER DATA, WILL MEET THE CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, WILL OPERATE UNINTERRUPTED, WILL ACHIEVE THE DESIRED RESULT, WILL BE COMPATIBLE OR OPERATE WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICE, OR WILL BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR.

7. COMPENSATION

7.1 General Indemnification

Each party (the "Indemnifying Party") undertakes and agrees to indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, shareholders, employees, agents, and other representatives (the "Indemnified Party"), from and against any loss due to any third party claim, demand, suit, action or cause of action (a "Claim") related to or arising out of a breach or alleged breach by the Indemnifying Party of any of its representations, warranties or obligations under this Agreement. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any Claim and shall co-operate in the defence of such Claim. Neither party shall agree to settle any Claim out of court without the prior written consent of the other party. Notwithstanding the generality of the foregoing, Customer undertakes and agrees to indemnify Laylah and its Representatives for any Claim arising out of or resulting from, directly or indirectly: (i) the use of the Platform by Customer or its Authorized Users; (ii) any use of Customer Data permitted by this Agreement; and (iii) any third-party claim relating to Customer's non-compliance with its obligations under Schedule A.

7.2 Mitigation

If any element of the Platform becomes, or in Laylah's reasonable opinion is likely to become, the subject of any Claim alleging that the Platform infringes or misappropriates the intellectual property rights of a third party, Laylah shall, at its option and expense: (i) license and procure for Customer the right to continue to use the Platform, as the case may be, as set forth herein; (ii) modify the Platform to make them non-infringing (without any loss of quality or functionality), or (iii) terminate this Agreement for the then current billing cycle (monthly, annual or other period set forth in the applicable subscription package).

7.3 Exclusion

Laylah shall have no obligation under this Section 7 with respect to any Claim arising out of or relating to: (i) any modification of the Platform created by any party other than Laylah if not at Laylah's express request, (ii) any combination of the Platform with any third party hardware, software or other products not authorized by Laylah, where such combination is the subject of the Claim, (iii) the use of any version of the Platform other than the latest version made available to Customer by Laylah, or (iv) non-compliance with Customer's obligations under Schedule A.

7.4 Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR ANY OF THEIR AFFILIATES OR SUBCONTRACTORS) SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS OR REVENUE, REGARDLESS OF THE CAUSE OR FORM OF ACTION, EVEN IF SUCH PARTY WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LAYLAH'S LIABILITY FOR ALL INCIDENTS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED, IN THE AGGREGATE, THE FEES PAID BY THE CUSTOMER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY.

8. GENERAL

8.1 Entire Agreement; Amendment

The parties acknowledge and agree that this Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, understandings, representations and arrangements, whether oral or written, relating to its subject matter. No amendment, modification or waiver of this Agreement shall be valid unless confirmed in writing and signed by both parties.

8.2 Order of precedence

Except as otherwise provided in this Agreement, in the event of any inconsistency between the statements made in the Agreement (including its Schedule) and any other document incorporated herein by reference, the following order of precedence shall apply: (i) first, the Agreement, including its Schedule; and (ii) second, any other document incorporated herein by reference. In the event of any inconsistency between the provisions of this Agreement and the provisions of Schedule A and the Privacy Policy with respect to Personal Information, the provisions of Schedule A and the Privacy Policy shall prevail.

8.3 Assignment; Binding effect

This Agreement may not be assigned by either party, in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably delayed or withheld, except that Laylah may assign or transfer this Agreement, in whole or in part, without Customer's prior written consent, in the event of the sale, merger, consolidation or corporate reorganization of the assigning party, or the sale of all or substantially all of the assets of the assigning party, provided that the assignee agrees in writing to be bound by Laylah's obligations under this Agreement. This Agreement shall be binding upon the parties and their successors and permitted assigns.

8.4 Relationship between the Parties

Customer and Laylah are independent contractors and nothing in this Agreement shall be construed as creating in any way an agency, partnership, employment or joint venture.

8.5 Notices

Unless otherwise provided herein, any notice or consent provided for or required by the Agreement: (i) shall be submitted in writing and delivered by hand, by registered or certified mail (return receipt requested) or by email (return receipt requested) to the contact address set out in the Customer Account or to such other address as the party may designate in writing in accordance with this Section; and (ii) shall be deemed to have been received on the day of delivery where delivered by hand or on the third (3rd) business day after posting or receipt in the case of registered or certified mail or email.

8.6 Force majeure

In no event shall either party be liable to the other party, or be deemed to be in breach of this Agreement, for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations), if and to the extent that such failure or delay is caused by circumstances beyond the reasonable control of the party concerned, including, but not limited to, natural disasters, epidemics, pandemics, floods, fires, earthquakes, explosions, wars, terrorism, invasions, riots or other civil disturbances, strikes, stoppages or slowdowns of work or other industrial disturbances, the passing of any law or the taking of any action by any governmental or public authority, including the imposition of any embargo.

8.7 Waiver

No waiver by any party of any provision of this Agreement shall be effective unless made expressly in writing and signed by the waiving party. Except as otherwise provided in this Agreement: (i) no failure to exercise or delay in exercising any right, remedy, power or privilege under this Agreement shall operate or be construed as a waiver thereof; and (ii) no single or partial exercise of any right, remedy, power or privilege under this Agreement shall preclude any subsequent exercise thereof or the exercise of any other right, remedy, power or privilege.

8.8 Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect or impair any other term or provision of this Agreement and shall not invalidate or render unenforceable this Agreement or such term or provision in any other jurisdiction.

8.9 Counterparts

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall be deemed to constitute one and the same Agreement.

8.10 Applicable law and jurisdiction

This Agreement shall be governed by, construed and enforced in accordance with the laws of the Province of Quebec and applicable federal laws, without regard to conflict of law rules. The parties agree that any dispute of any nature whatsoever relating to, arising out of or in any way connected with this Agreement shall be brought and settled exclusively in the judicial district of Québec City, in the Province of Quebec, and waive any objection that such venue is impractical or improper.

SCHEDULE A. PRIVACY ADDENDUM

The Customer is subject to the requirements of Applicable Privacy Laws with respect to the collection, use, disclosure and security of Personal Information. The purpose of this Addendum is to ensure that Innovations Laylah inc (hereinafter "Laylah") maintains adequate tracking and security controls over Personal Information and that the Parties comply with the requirements of Applicable Privacy Laws.

Definitions

Capitalized terms used in this Addendum are defined below and are in addition to the terms defined in the Agreement:

• "Commissioner" means any representative of the competent government control authority authorized to issue recommendations or orders in privacy matters, including the Privacy Commissioner of Canada and the commissioners of the surveillance and jurisdictional section of the Commission d'accès à l'information du Québec.
• "Applicable Laws" means all present and future laws, regulations, orders, decisions, rulings, guidelines and directives of any federal or provincial court or governmental authority that are applicable in Canada, including Applicable Privacy Laws.
• "Applicable Privacy Laws" means any privacy legislation applicable in the circumstances, including the Act respecting the protection of personal information in the private sector (RLRQ., c. 39.1) and the Personal Information Protection and Electronic Documents Act ("PIPEDA").
• "Confidentiality Agreement" means a standard agreement between Laylah and its Personnel, executed in the ordinary course of its business and requiring Personnel to comply with the company's internal policies and the requirements of Applicable Laws, including Applicable Privacy Laws, in a manner intended to ensure Laylah's and its Personnel's compliance with the provisions of this Addendum.
• "Authorized End" means access to Personal Information necessary for Laylah to provide the Services (as defined in the Agreement).
• "Personnel" means all employees, officers, directors, contractors, subcontractors, associates, representatives or other persons engaged by Laylah to perform Laylah's obligations under the Agreement.
• "Personal information" means any information about an identifiable individual or that, either separately or in combination with other data, identifies an individual, whether or not it is publicly available.
• The "Privacy Officer" is the person designated to ensure compliance with and implementation of the Applicable Privacy Laws, as well as to respond to consumer requests and questions regarding the protection of Personal Information.
• Any "Major Incident" includes, without limitation, (i) Laylah's failure to comply with any provision of this Addendum relating to or resulting from the collection, use, disclosure, storage or destruction of any Personal Information in violation of Applicable Privacy Laws and/or this Addendum ; and (ii) Laylah's failure to take reasonable steps to remedy any breach of the Applicable Privacy Laws and/or this Addendum to Customer's satisfaction within 30 days of written notice to Laylah describing the incident in sufficient detail or within 30 days of Laylah becoming aware of the incident.

Capitalized terms not otherwise defined in this section shall have the meaning given to them in the Agreement.

Controller-processor relationship

a. The Parties agree that with respect to the processing of Personal Information, the Customer acts as data controller, meaning that it is responsible and accountable for the Personal Information it collects and for which it determines the purposes, Laylah is a data processor and that Laylah will engage subcontractors in accordance with the requirements of Section XI "Subcontractors" below.

b. In these circumstances, the Customer acknowledges and accepts that it is responsible for complying with the terms and conditions of use of the various platforms whose data will be imported into the Platform as part of the Agreement.

Laylah subject to Applicable Privacy Laws

a. Laylah agrees that, with respect to the collection, use, processing, sharing, disclosure, storage, security, destruction and management or administration of Personal Information, it is subject to and will comply with the requirements of the Applicable Privacy Laws and this Addendum, including any applicable order or security requirement prescribed by the Commissioner or a court. Laylah will ensure that it and its employees are familiar with their obligations under the Applicable Privacy Laws.

b. Laylah acknowledges that Personal Information may be disclosed to Laylah for the sole purpose of performing the Services. Laylah shall take all reasonable precautions to protect Personal Information against loss, theft, as well as unauthorized access, disclosure, copying, use or modification, storage and retention and, in any event, shall treat any Personal Information in accordance with Applicable Privacy Laws.

c. Laylah is committed to maintaining Personal Information governance policies and practices, including a Privacy Policy that complies with Applicable Privacy Laws.

d. Laylah specifically assumes full responsibility for Personnel and for the breach by any one or more of them of any provision of the Applicable Privacy Laws or of this Addendum.

Consents

The Parties acknowledge and agree that between the Customer and Laylah:

a. It is the Customer's responsibility to identify and obtain directly or indirectly the consent of the persons concerned, or to notify them, as required by Applicable Privacy Laws, for the collection, use, processing, sharing, communication, storage, security, destruction, management or administration of Personal Information by Laylah.

b. The Customer agrees to provide Laylah with his login information to the platforms he designates. The Customer understands that this is equivalent to his consent to allow Laylah to offer him its Services. The Customer ensures that this consent also respects the terms of use of the platforms he will designate.

Collection, use and disclosure of personal information

a. Laylah will only collect, use and disclose Personal Information on behalf of the Customer to the extent necessary to perform the Services or as authorized in writing by the Customer or as required or permitted by Applicable Laws. The Customer is responsible for ensuring that the Personal Information it collects via the Platform is necessary for the performance of its services.

b. Laylah will ensure that neither it nor its Personnel collect, create, copy, reproduce, use, store, disclose or provide access to any Personal Information except for purposes directly related to or necessary for the performance of the Services.

Referral of requests for access or rectification

If Laylah receives a request for access to or correction of Personal Information from a person other than the Customer under Applicable Privacy Laws, Laylah will promptly advise such person to direct his or her request to the Customer and provide the name and contact information of the Customer's Privacy Officer. Laylah will promptly inform the Customer of any such request.

Collaboration in responding to access requests

When the Customer informs Laylah that it has received a request for access to Personal Information, Laylah will locate and provide to the Customer all records in its custody that are within the scope of the request. Laylah will do so within a reasonable time to allow the Customer to comply with its obligations under Applicable Privacy Laws.

Accuracy and Rectification of Personal Information

If Laylah engages in the collection, maintenance or updating of Personal Information or the creation of records on behalf of Customer under the Agreement, Laylah will use reasonable efforts to ensure the accuracy and completeness of such Personal Information generally and in accordance with Applicable Privacy Laws.

Protection and Security of Personal Information

Laylah shall protect Personal Information to ensure compliance with Applicable Privacy Laws by taking reasonable security measures against such risks as theft, loss or unauthorized access, collection, use, disclosure or disposal of Personal Information.

Staff access

Laylah will ensure that its Personnel have access to Personal Information only when such access is necessary for the performance of the Services, and subject to the following conditions:

a. Prior to access, Laylah has entered into its standard Confidentiality Agreement with its Personnel or Laylah Personnel have expressly agreed to comply with Laylah's internal documents acknowledging obligations to protect Personal Information in accordance with this Addendum and Applicable Privacy Laws;

b. Laylah will revoke the access rights of any person who collects, uses or discloses Personal Information without authorization or who otherwise breaches the Confidentiality Agreement; and

c. Laylah will ensure that Personnel with access to Personal Information are aware of and comply with their obligations under this Addendum and Applicable Privacy Laws.

Subcontractors

Laylah acknowledges that if it uses subcontractors to provide services to the Customer, it will require that subcontractors be bound by terms equivalent to this Addendum and Applicable Privacy Laws.

Access and storage abroad

Laylah recognizes and accepts that Personal Information cannot be collected, used, processed, shared, communicated, stored, secured, destroyed, managed or administered from outside Canada by Laylah or any of its subcontractors. The Customer acknowledges having provided all the required notices and information and/or obtained all the required consents and approvals for the collection, use, processing, sharing, communication, storage, security, destruction, management and administration of Personal Information outside the province of Quebec.

Notice of request for disclosure

If Laylah or any person to whom Laylah transmits Personal Information in connection with an Authorized Purpose is legally compelled or receives a request for disclosure of Personal Information other than as authorized by the Applicable Privacy Laws, including, without limitation, pursuant to an adversarial foreign order, unless prohibited by law, Laylah will not do so unless and until: (i) Customer has been notified of this requirement; (ii) the Parties have appeared before a Canadian court; and (iii) the Canadian court has ordered disclosure. Laylah is responsible for ensuring that it obtains the necessary contractual rights or makes the necessary arrangements with its Personnel or third parties to whom it may grant access to the Personal Information to enable it to comply with the provisions of this section. Nothing in this Addendum shall be construed to prohibit Laylah from complying with a valid court order made under the laws of Canada applicable in the province.

Aggregated and de-identified data

Notwithstanding the provisions of this Addendum, Laylah retains the right to use and disclose aggregated and de-identified data in any manner. "De-identified data" means information (or any portion thereof) that has been subject to reasonable efforts to be de-identified, aggregated and/or made anonymous so that no specific person, entity or record can be identified and is no longer Personal Information as defined in Applicable Privacy Laws.

Privacy Officer

Laylah shall designate a Privacy Officer and such person shall have sufficient authority to make decisions and execute documents on behalf of Laylah as may be required from time to time for the administration of this Addendum. Laylah will promptly provide Customer with the name and contact information of its Privacy Officer and will promptly notify Customer of any changes.

Incident notification and corrective measures

a. Laylah will promptly notify the Customer in writing of any actual or anticipated Major Incident, including full details thereof.

b. Laylah will cooperate with Customer to prevent the occurrence or recurrence of any violation of this Addendum or Applicable Privacy Laws.

Inspection, investigation and cooperation

a. Upon Customer's reasonable request, Laylah will provide to a Commissioner information relating to Laylah's handling of Personal Information demonstrating Laylah's compliance with this Addendum, the Agreement and Applicable Privacy Laws, including:

• I. Laylah's Privacy Policy; and
• II. information relating to any complaint lodged against Laylah with a Commissioner.

b. Laylah will reasonably cooperate with Customer, at Customer's expense, in the event of any audit, enquiry, investigation, complaint, suit or other legal proceeding regarding any actual or alleged violation of Applicable Privacy Laws or this Addendum for a Major Incident.

Return or destruction of Personal Information on request

a. Unless otherwise specified in the Agreement, Laylah will retain the Personal Information until it receives written direction from the Customer regarding its return or destruction.

b. On expiry or early termination of the Agreement or, at any time, at the written request of the Customer, subject to back-up copies being available for a period of 90 days following the expiration or early termination of the Agreement, Laylah agrees to: (i) return or deliver to Customer all records, including copies, or (ii) destroy, in accordance with Customer's instructions, all documents or other records, including copies, in any form or format in Laylah's possession which constitute or are based on Personal Information.

c. Once a request has been made under this section, Laylah will not retain any Personal Information for any purpose without the Customer's prior written consent. If for any reason Laylah does not return or destroy any Personal Information in accordance with this section, Laylah's obligations under this Addendum shall remain in full force and effect.

General

a. Customer represents and warrants that it will comply with Applicable Privacy Laws, including, without limiting the generality of the foregoing, obtaining all necessary consents for Customer to disclose Personal Information to Laylah for the purposes of the Agreement, and for Laylah to use Customer's Personal Information and Personal Information for such purposes. Laylah will not be liable for any third party claims arising out of any failure by Customer to comply with its obligations under Applicable Privacy Laws.

b. The Parties acknowledge and agree that either of them may disclose the Agreement or portions thereof in accordance with Applicable Privacy Laws.

c. If any provision of this Addendum or the Agreement conflicts with a requirement of Applicable Privacy Laws, the conflicting provision of the Agreement (or the Directive) will be ineffective to the extent of the conflict.

d. Unless expressly provided otherwise in the Agreement, if any provision of this Addendum is inconsistent or in conflict with any provision of the Agreement, the inconsistent or conflicting provision of the Agreement shall be ineffective to the extent of the conflict.

e. Laylah's obligations under this Addendum shall survive the expiration or earlier termination of the Agreement until the Personal Information is returned to the Customer or securely destroyed in accordance with this Addendum.

f. Except as otherwise provided in this Addendum, no amendment to this Addendum shall be effective unless made in writing and accepted by the Parties.