This Shadow Span Customer Agreement (the "Agreement") is a legal agreement between Shadow Span Technologies Inc. ("Shadow Span") and the organization on whose behalf the Shadow Span Services are accessed ("Customer"). Shadow Span and Customer will be referred to together as the "Parties" and each a "Party".

ACCEPTANCE. BY CLICKING "I AGREE" (OR A BUTTON OR CHECKBOX OF SIMILAR MEANING), CREATING A WORKSPACE, JOINING AN EXISTING WORKSPACE, OR OTHERWISE ACCESSING OR USING THE SHADOW SPAN SERVICES, THE INDIVIDUAL DOING SO (THE "USER") (A) AGREES TO THIS AGREEMENT ON BEHALF OF CUSTOMER, AND (B) REPRESENTS AND WARRANTS THAT THE USER IS AN EMPLOYEE OR AUTHORIZED AGENT OF CUSTOMER WITH AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT. IF THE USER DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE TO THIS AGREEMENT, THE USER MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE SHADOW SPAN SERVICES. The date on which Customer first accepts this Agreement is the "Effective Date". Shadow Span records the version of this Agreement accepted, the time of acceptance, the accepting User's verified email address and the network address from which acceptance was made, and makes that record available to Customer on request.

This Agreement sets forth the terms and conditions that govern the provision and use of the Shadow Span services.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the Parties agree as follows:

1. Definitions

"Modifications" means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations.
"Order Form" means (a) the plan, allowances and fees selected by Customer through the Shadow Span Services or displayed at https://shadowspan.com/pricing at the time of selection (a "Self-Serve Order"), or (b) any order form for the provision and use of Shadow Span's services or products that references this Agreement and is executed by the Parties. A Self-Serve Order is an Order Form for all purposes under this Agreement.
"Shadow Span Services" means Shadow Span's security platform, made available on a software-as-a-service basis, as further described in an Order Form, including any Modifications to such Order Form.
"Free Trial" means access to the Shadow Span Services provided at no charge for evaluation purposes under Section 14.
"Workspace" means the Customer-specific tenant within the Shadow Span Services created upon Customer's first acceptance of this Agreement, together with the Customer Data held within it.

2. The Shadow Span Services

Provisioning of the Shadow Span Services. Subject to Customer's compliance with the terms and conditions of this Agreement, Shadow Span will make the Shadow Span Services available to Customer for internal business purposes on the terms and conditions set out in this Agreement during the Term.
Restrictions on Use. Customer will not itself, and will not permit others to:
1. sub-license, sell, rent, lend, lease or distribute the Shadow Span Services or any intellectual property therein, or otherwise make the Shadow Span Services available to any third parties, other than in accordance with this Agreement;
2. use or access the Shadow Span Services: (i) in violation of any applicable law or intellectual property rights; (ii) in a manner that threatens the security or functionality of the Shadow Span Services; or (iii) for any purpose or in any manner not expressly permitted in this Agreement;
3. use or access the Shadow Span Services to create, transmit, or process any data (other than De-Identified Data), information, content, records, and files that Customer loads or enters into, transmits to, or makes available to the Shadow Span Services ("Customer Data") that: (i) Customer does not have the lawful right to create, transmit or process; or (ii) violates any applicable law, or infringes, violates or otherwise misappropriates the intellectual property rights or other rights of any third party (including but not limited to any moral right, privacy right or right of publicity);
4. input, upload, transmit or otherwise provide to or through the Shadow Span Services any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
5. use or access the Shadow Span Services for purposes of benchmarking or competitive analysis of the Shadow Span Services;
6. use the Shadow Span Services, any security findings, vulnerability reports, impersonation alerts, scan results, compliance assessments, risk scores, remediation recommendations, dashboards, visualizations, or other results, reports, or data generated by the Shadow Span Services or made available by Shadow Span ("Shadow Span Artifacts") or any third-party providers' property to train any artificial intelligence (AI) or machine learning algorithms or software or create any derivative works, compilations or collective works or 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;
7. use or access the Shadow Span Services for the purpose of building a similar or competitive product or service;
8. perform any vulnerability, penetration or similar testing of the Shadow Span Services; or
9. direct the Shadow Span Services to scan, monitor, test or install software on any system, domain, cloud account, repository or device that Customer does not own or is not authorized to have scanned, monitored, tested or managed on its behalf.
Suspension of Access; Scheduled Downtime; Modifications. Shadow Span may from time to time and in its discretion, without limiting any of its other rights or remedies under this Agreement, or at law, or in equity:
1. suspend Customer's access to or use of the Shadow Span Services or any component of them: (i) for scheduled maintenance; (ii) due to a Force Majeure Event; (iii) if Shadow Span believes in good faith that Customer has violated any provision of this Agreement; (iv) to address any emergency security concerns; (v) if required to do so by a governmental or regulatory authority; (vi) as a result of a change in applicable law; or (vii) for any other reason as provided in this Agreement; and
2. make any Modifications to the Shadow Span Services.
Customer accepts all patches, bug fixes and updates made by or on behalf of Shadow Span to the Shadow Span Services.
Subcontracting. Shadow Span may engage third parties to provide the Shadow Span Services or any part of them. The delegating or subcontracting of all or any part of Shadow Span's obligations under this Agreement to any subcontractor will not relieve Shadow Span from any obligation or liability under this Agreement.
Third Party Products. In the event that Customer uses or accesses third party products in connection with its use of the Shadow Span Services, Customer acknowledges and agrees that any terms, conditions, warranties or representations associated with such third party products are solely between Customer and the applicable third party product provider. Shadow Span will have no liability, obligation or responsibility for Customer's use of or access to such third party products.
Users and Workspace Membership. Customer is responsible for all activity in its Workspace and for every User it permits to access it. Where Customer has enabled it, an individual who verifies an email address at Customer's organizational email domain and accepts this Agreement may request to join Customer's Workspace; access is granted only when one of Customer's administrators approves the request, and then with the least-privileged role. Customer's administrators may deny a request, or remove such an individual or change that role, at any time. Customer will keep its User credentials confidential and will notify Shadow Span promptly of any unauthorized access to its Workspace.

3. Reservation of Rights and License Grants

Subject to the rights granted in this Section 3, Customer retains all right, title and interest in and to Customer Data, including any intellectual property rights in Customer Data.
Customer grants Shadow Span a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up license during the Term to process Customer Data to: (i) provide the Shadow Span Services and perform its obligations under this Agreement; (ii) develop and improve the Shadow Span Services and other Shadow Span Property and new offerings; and (iii) produce or generate data and information that does not contain any Customer Data ("De-Identified Data"). Shadow Span may process the De-Identified Data for any purpose and without restriction or obligation to Customer of any kind. De-Identified Data is not Customer Data and is not Customer's Confidential Information.
Shadow Span or its licensors retain all right, title and interest, including any intellectual property rights in and to the Shadow Span Services; De-Identified Data, any reports or deliverables generated from the Shadow Span Services, Shadow Span's Confidential Information, any Modifications to the foregoing (collectively "Shadow Span Property").
To the extent that Customer submits ideas, suggestions, documents, or proposals regarding the Shadow Span Services to Shadow Span ("Feedback"), Customer acknowledges and agrees that Shadow Span will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to Customer for such use.

4. Privacy

The Parties agree that any personal information will be treated in accordance with Shadow Span's privacy policy, which may be updated from time to time, the current version of which is made available at https://shadowspan.com/privacy.

5. Support Services

Subject to the terms of this Agreement, Shadow Span will use commercially reasonable efforts to provide Customer with technical support relating to the Shadow Span Services ("Support Services"). Support Services are not provided during a Free Trial or Watch Period except as Shadow Span may elect in its discretion.

6. Service Levels

Subject to the terms hereof, for paid subscriptions Shadow Span will use commercially reasonable efforts to provide the Shadow Span Services in accordance with the service levels in Exhibit B attached hereto. Exhibit B does not apply to a Free Trial or Watch Period.

7. Fees and Payment

Fees. Customer will pay to Shadow Span the fees described in the Order Forms (the "Fees"). Unless otherwise noted on an Order Form: (i) all Fees identified are in Canadian dollars; (ii) Fees are non-cancelable and non-refundable; and (iii) quantities purchased cannot be decreased during the relevant subscription term. If Customer's use of the Shadow Span Services exceeds the service capacity set forth on an Order Form or otherwise requires the payment of additional fees (pursuant to the terms of this Agreement), Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement. No Fees are payable for a Free Trial or Watch Period.
Changes to the Fees. Shadow Span reserves the right to change the Fees and institute new charges on each anniversary of the Effective Date upon providing not less than 30 days prior notice to Customer.
Invoicing. Shadow Span will prepare and send to Customer, at the then-current contact information on file with Shadow Span, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts within 30 calendar days of the invoice date.
Disputed Invoices or Charges. If Customer believes Shadow Span has charged or invoiced Customer incorrectly, Customer must contact Shadow Span no later than 30 days after having been charged by Shadow Span or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
Late Payment. Except as provided in Section 7(4), Customer may not withhold or setoff any amounts due under this Agreement. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. If Customer has not paid all due and undisputed Fees within 10 days of the date that such Fees become due, Shadow Span reserves the right to suspend Customer's access to the Shadow Span Services and any delivery of Support Services until all due and undisputed amounts are paid in full.
Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including any applicable interest and penalties) payable in connection with the transactions contemplated by this Agreement, other than taxes based on the net income or profits of Shadow Span.
Suspension. Any suspension of the Shadow Span Services by Shadow Span pursuant to this Agreement will not excuse Customer from its obligation to make payments under this Agreement.

8. Confidential Information

Definitions. For the purposes of this Agreement, a Party or any of its affiliates, customers, employees, licensors or suppliers receiving Confidential Information will be "Recipient", the Party disclosing such information will be "Discloser" and "Confidential Information" of Discloser means any and all information of Discloser or any of its affiliates, and in the case of Shadow Span, any of its subcontractors, service providers, licensors or customers that has or will come into the possession or knowledge of Recipient in connection with or as a result of entering into this Agreement, including information concerning Discloser's past, present or future customers, suppliers, technology or business, Shadow Span Property, this Agreement and where Discloser is Customer, Customer's Confidential Information includes Customer Data. Notwithstanding the foregoing, Confidential Information does not include any information that: (i) is publicly available prior to it being obtained by or becoming known to Recipient, or that subsequently becomes publicly available through no breach of this Agreement by Recipient; (ii) Recipient can demonstrate (through written records) was known to it prior to it being obtained by or becoming known to Recipient in connection with or as a result of entering into this Agreement; (iii) becomes known to Recipient from a third party, where Recipient had no reason to believe that such third party had any obligation of confidence with respect to such information, but only until Recipient subsequently comes to have reason to believe that such information was subject to an obligation of confidence; or (iv) Recipient can demonstrate (through written records) was developed independently by it or by individuals employed or engaged by Recipient who did not have any access to, or the benefit of, the Confidential Information of Discloser.
Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times following the Term it will:
1. not disclose Confidential Information of Discloser to any person without the express written consent of Discloser, except: (A) if Recipient is Customer, to its own employees, or such other recipients as Shadow Span may approve in writing; or (B) if Recipient is Shadow Span, to its and its affiliate's employees, contractors, subcontractors, advisors, consultants, officers, directors, partners, shareholders, agents and their respective successors or permitted assigns, or such other recipients as Customer may approve in writing, provided that any person described in Section 8(2)(1)(A) or Section 8(2)(1)(B) must have a "need to know" for the purposes of receiving or providing the Shadow Span Services or otherwise performing obligations or exercising rights under this Agreement, be informed of the confidential nature of the Confidential Information, be directed to hold the Confidential Information in confidence and agree in writing, or otherwise be legally bound, to comply with confidentiality obligations in respect of such Confidential Information that are no less stringent than the provisions of this Agreement;
2. not use Confidential Information of Discloser or permit it to be used for any purpose except to exercise its rights or perform its obligations under this Agreement;
3. not alter or remove from any Confidential Information of Discloser any proprietary legend; and
4. take measures to protect the confidentiality and security of the Confidential Information of Discloser that are no less stringent than the measures it takes to protect its own Confidential Information of comparable sensitivity.
Exceptions to Confidentiality. Notwithstanding Section 8(2), Recipient may disclose Discloser's Confidential Information:
1. if and to the extent legally compelled or required by a governmental or regulatory authority or otherwise required by applicable law, provided that Recipient must first: (A) provide Discloser with prompt prior written notice of such compelled disclosure (except where prohibited by applicable law from doing so) to give Discloser the opportunity to oppose such disclosure; and (B) reasonably cooperate with Discloser in assisting Discloser to protect against or limit any such disclosure, including, where feasible, obtaining a protective order narrowing the scope of such disclosure and use of the Confidential Information. Thereafter, Recipient may disclose the Confidential Information of Discloser, but only to the extent required and subject to any protective order that applies to such disclosure;
2. to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party's business; or
3. in the case of Shadow Span, to potential assignees, acquirers or successors of Shadow Span if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Shadow Span.
Injunction and other equitable relief. Each of the Parties acknowledge that disclosure of Discloser's Confidential Information or any other breach of this Section 8 may cause serious and irreparable damage and harm to Discloser and that remedies at law may be inadequate to protect against breach of this Agreement, and each Party agrees that Discloser may seek injunctive relief for any breach of the provisions of this Section 8 and to the specific enforcement of the terms of this Section 8, in addition to any other remedy to which Discloser would be entitled.
Return of Confidential Information. Upon written request by a Discloser or upon the termination or expiration of this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information of the other Party in its possession or control within a reasonable amount of time in accordance with Recipient's data destruction practices. Notwithstanding the foregoing, Shadow Span may retain any electronically archived Customer's Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Section 8. Upon written request of Discloser, Recipient will certify in writing that it has complied with this Section 8.

9. Customer Warranty; Disclaimer

Customer Warranty. Customer represents, warrants, and covenants to Shadow Span that Customer has obtained and provided, and will continue to obtain and provide, all necessary consents, rights and notices, and otherwise has and will continue to have all necessary authority in and relating to the Customer Data for Shadow Span to perform its obligations and exercise its rights under this Agreement in compliance with applicable law, and without infringing, misappropriating or otherwise violating any intellectual property rights or other rights of any third party, and will inform Shadow Span immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon. Without limiting the foregoing, Customer represents and warrants that it owns or is authorized to have scanned, monitored, tested or managed every system, domain, cloud account, repository and device it connects to the Shadow Span Services.
DISCLAIMER. SHADOW SPAN DOES NOT WARRANT THAT THE SHADOW SPAN SERVICES OR SUPPORT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SHADOW SPAN SERVICES OR SUPPORT SERVICES EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. THE SHADOW SPAN SERVICES OR SUPPORT SERVICES (OR ANY PART OF THEM), AND ANY OTHER PRODUCTS, SHADOW SPAN ARTIFACTS AND SERVICES PROVIDED BY SHADOW SPAN TO CUSTOMER ARE PROVIDED "AS IS" AND "AS AVAILABLE". ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY PRODUCT IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY PRODUCT PROVIDER.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, SHADOW SPAN HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, SHADOW SPAN EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER'S USE OF THE SHADOW SPAN SERVICES OR SUPPORT SERVICES (OR ANY PART OF THEM), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

THE SHADOW SPAN SERVICES ARE TO ASSIST CUSTOMER WITH THEIR OWN CYBERSECURITY MONITORING, ASSESSMENT, AND GOVERNANCE PURPOSES ONLY AND MAY INVOLVE SCANNING, MONITORING OR ANALYZING THIRD PARTY WEBSITES, SOCIAL MEDIA CONTENT, AND OTHER PLATFORMS AT CUSTOMER'S DIRECTION. ACCORDINGLY, CUSTOMER IS RESPONSIBLE FOR ANY LIABILITY ASSOCIATED WITH THEIR USE OF THE SHADOW SPAN SERVICES AS IT RELATES TO ANY THIRD PARTY CONTENT, SERVICES, MATERIALS OR PLATFORMS.

10. Indemnities

Shadow Span Indemnity. Shadow Span will indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents (each, a "Customer Indemnitee") from and against any and all losses, damages, Claims, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (a "Loss" or "Losses") incurred by a Customer Indemnitee arising out of or relating to any actual, threatened or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding or any other claim or demand (a "Claim" or "Claims") by a third party (other than an affiliate of a Customer Indemnitee) that arises from or relates to any allegation that the Shadow Span Services infringe any third party intellectual property rights in Canada. The foregoing obligation does not apply to any Claims or Losses arising out of or relating to any: (A) incorporation of the Shadow Span Services into, or any combination, operation, or use of the Shadow Span Services with, any products or services not provided or authorized by Shadow Span; (B) modification of the Shadow Span Services other than by Shadow Span or with Shadow Span's express written approval; (C) unauthorized use of the Shadow Span Services; (D) third party products or Shadow Span Artifacts; (E) Losses covered by the Customer's indemnity obligations in Section 10(2); or (F) use of the Shadow Span Services during a Free Trial or Watch Period. THIS SECTION 10(1) IS SHADOW SPAN'S SOLE AND EXCLUSIVE LIABILITY, AND ANY CUSTOMER INDEMNITEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
1. If the Shadow Span Services are, or in Shadow Span's opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third party intellectual property rights, or if Customer's use of the Shadow Span Services is enjoined or threatened to be enjoined, Shadow Span may, at its option and sole cost and expense: (i) obtain the right for Customer to continue to use the Shadow Span Services materially as contemplated by this Agreement; (ii) modify or replace the Shadow Span Services, in whole or in part, to seek to make the Shadow Span Services (as so modified or replaced) non-infringing, in which case such modifications or replacements will constitute the Shadow Span Services under this Agreement; or (iii) if Shadow Span determines that neither of the foregoing two options are reasonably available, then this Agreement may be terminated by Shadow Span and Shadow Span's sole liability, in addition to the indemnification obligations herein, will be to refund prepaid unused Fees attributable to the Shadow Span Services that were to be provided after the effective date of termination.
THE FOREGOING IS IN LIEU OF ANY REPRESENTATION, COVENANTS OR WARRANTIES OF NONINFRINGEMENT, WHICH ARE DISCLAIMED.
Customer Indemnity. Customer will defend, indemnify and hold harmless Shadow Span, its affiliates, subsidiaries and each of their respective directors, officers, employees, subcontractors and other representatives (each, a "Shadow Span Indemnitee") from and against any and all Losses incurred by a Shadow Span Indemnitee arising out of or relating to any Claim by a third party (other than an affiliate of a Shadow Span Indemnitee) that arise from or relate to: (i) breach of Section 9(1); (ii) unauthorized use of the Shadow Span Services by Customer; (iii) Customer's directions or instructions to Shadow Span to scan, monitor, or access specific third-party websites, platforms, or other content, as a result of such Customer-directed scanning activities; (iv) Customer's use or misuse of any security findings, vulnerability reports, impersonation alerts, or other Shadow Span Artifacts provided by the Shadow Span Services; (v) any Claim that Customer's use of the Shadow Span Services infringes or violates the rights of any third party, including privacy, publicity, or intellectual property rights; or (vi) any User's lack of authority to bind Customer to this Agreement.
Indemnification Procedure. Each Party will promptly notify the other Party in writing of any Claim for which such Party believes it is entitled to be indemnified pursuant to this Section 10. The Party seeking indemnification (the "Indemnitee") will cooperate with the other Party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such Claim (although the Indemnitor will not settle any Claim without the Indemnitee's prior written consent) and will employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this Section 10(3) will not relieve the Indemnitor of its indemnity obligations under this Section 10 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

11. Limitation of Liability

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY (INCLUDING ANY PREVIOUSLY PAID LOSSES) OF SHADOW SPAN IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE SHADOW SPAN SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO THE LOSSES. WHERE NO FEES HAVE BEEN PAID (INCLUDING DURING A FREE TRIAL OR WATCH PERIOD), SHADOW SPAN'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS (CAD $100). FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL SHADOW SPAN'S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL SHADOW SPAN BE LIABLE TO CUSTOMER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

12. Term and Termination

Term. This Agreement will commence on the Effective Date and continue to be in effect for as long as Customer holds a Workspace, a Free Trial, a Watch Period or a paid subscription under any Order Form, unless terminated earlier in accordance with this Agreement (the "Term"). Each paid subscription under a Self-Serve Order has an initial term of one year from its start date (the "Initial Term") and will automatically renew for successive periods of one year (each a "Renewal Term"), unless either Party provides the other Party with written notice of its intention not to renew not less than 30 days prior to the end of the then current Initial Term or Renewal Term.
Termination for Cause. Either Party may terminate this Agreement, by giving to the other Party written notice of termination upon the occurrence of any of the following events:
1. the other Party breaches or defaults on any of the material terms or conditions of this Agreement (including Customer's payment obligations under Section 7) and fails to cure such breach or default within 30 days of receipt of written notice thereof; except that, in the event of any breach that is incapable of being cured, such termination will be effective immediately;
2. the other Party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or
3. any proceedings are instituted by or against the other Party under any insolvency laws or for reorganization, receivership or dissolution.
Termination of a Free Trial or Watch Period. Either Party may end a Free Trial or Watch Period at any time, for any reason, on notice to the other Party (in Customer's case, by requesting deletion of its Workspace through the Shadow Span Services or by written notice). The expiry of a Free Trial or Watch Period under Section 14 is not a termination for cause and gives rise to no liability.
Effect of Termination. Upon the effective date of the expiration or termination of this Agreement (the "Termination Effective Date"):
1. Customer will immediately cease accessing or using the Shadow Span Services;
2. Customer will return any Shadow Span Property in its possession and certify in writing to Shadow Span that the Shadow Span Property has been returned;
3. no new Order Forms may be agreed to or entered into by the Parties and all Order Forms will terminate;
4. all Fees due and payable and any amounts due to Shadow Span are immediately due and are to be immediately paid by Customer to Shadow Span. 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; and
5. Shadow Span will delete the Workspace and the Customer Data in it in accordance with Section 14(5) and Shadow Span's data retention practices, subject to Section 8(5).
Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 2(2) (Restrictions on Use), Section 3 (Reservation of Rights and License Grants), Section 7 (Fees and Payment), Section 8 (Confidential Information), Section 9 (Customer Warranty; Disclaimer), Section 10 (Indemnities), Section 11 (Limitation of Liability), Section 13 (General Provisions), Section 12(4) (Effect of Termination) and this Section 12(5) (Survival).

13. General Provisions

Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to Shadow Span, to the following address:

Address: [Insert]
Attention: [Insert]
Email: [Insert]

and (ii) if to Customer, to the current postal or email address that Shadow Span has on file with respect to Customer, including the verified email address of any Workspace administrator. Shadow Span may change its contact information by posting the new contact information on the Shadow Span website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Shadow Span current at all times during the Term.
Assignment. Customer will not assign or transfer this Agreement, or transfer or subcontract any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Shadow Span. Any purported assignment or delegation by Customer to any third party in violation of this Section will be null and void. Shadow Span may assign any of its rights, or delegate any of its obligations, under this Agreement to any third party without the consent of Customer. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.
Governing Law and Attornment. This Agreement and any Claim related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing, Shadow Span may: (i) seek remedies to collect unpaid Fees from Customer; and (ii) seek remedies with respect to a violation of Shadow Span's intellectual property rights or Section 8 (Confidential Information), in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
Export Restrictions. The Customer is not listed under any Canadian economic sanctions law or regulation or owned or controlled by any such person. Customer will not allow access to the Shadow Span Services other than in accordance with the terms of this Agreement. Shadow Span makes no representation or warranty that the Shadow Span Services may be exported without Customer first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.
Construction. Except as otherwise provided in this Agreement, the Parties' rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms "include" and "including" mean, respectively, "include without limitation" and "including without limitation." The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms "consent" or "discretion", when used in respect of a Party in this Agreement, mean the right of such Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Party.
Force Majeure Event. Neither Party will be liable for delays caused by any event or circumstances beyond that Party's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems (other than those involving that Party's employees), Internet service failures or delays, cyberattacks, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party software or websites or changes in law preventing or limiting the provision of the Shadow Span Services or which would make the provision of the Shadow Span Services economically unviable ("Force Majeure Event"). This Section does not apply to any of Customer's obligations under Section 7 (Fees and Payment). In the event of any failure or delay caused by a Force Majeure Event, the affected Party will give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
Further Assurances. Each Party will, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
Entire Agreement. This Agreement (including all Order Forms) constitutes the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions, and agreements between the Parties in connection with the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral. For clarity, any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer's procurement, invoicing, or vendor onboarding portal: (i) do not apply to the Shadow Span Services or Support Services; and (ii) do not override or form a part of this Agreement (including any Order Form). If the Parties execute a written customer agreement or master services agreement, that executed agreement governs over this click-through Agreement to the extent of any conflict.
Amendments. Shadow Span may update this Agreement from time to time by posting the updated version through the Shadow Span Services and at https://shadowspan.com/legal/customer-agreement and giving Customer not less than 30 days notice by email to a Workspace administrator, except that changes required by law or that are not adverse to Customer may take effect immediately on notice. Customer's continued use of the Shadow Span Services after the effective date of an updated version constitutes acceptance of it; Customer may instead terminate under Section 12(3) before that date. No other amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby.
Customer Lists. Shadow Span may identify Customer by name and logo as a Shadow Span customer on Shadow Span's website and on other promotional materials once Customer holds a paid subscription. Any goodwill arising from the use of Customer's name and logo will inure to the benefit of Customer. Customer may opt out by written notice to Shadow Span.
English Language. The Parties confirm that the essential stipulations of this Agreement reflect the mutual agreement of the Parties further to negotiation, and were not imposed by either Party, even when drawn up by one of the Parties. The Parties further confirm that it is the express wish of all Parties that this Agreement, all documents related to this Agreement and all communications between the Parties in the context of the performance of this Agreement be in English only. Les parties confirment que les stipulations essentielles de la présente entente reflètent le résultat de discussions libres de gré à gré et n'ont pas été imposées par l'une ou l'autre des parties, même lorsque rédigées par l'une des parties. Les parties confirment également que c'est la volonté expresse des parties que la présente entente, tout document s'y rattachant et toute communication entre les parties dans le cadre de l'exécution de cette entente soient uniquement en anglais.
Electronic Acceptance. This Agreement may be accepted by electronic means. Customer agrees that its electronic acceptance under the Acceptance paragraph above is the legal equivalent of a signature and that the acceptance record described there is admissible evidence of the Agreement and its terms.

14. Free Trial and Watch Period

Free Trial. Shadow Span may make the Shadow Span Services available to Customer at no charge for a single evaluation period of up to 90 days from the Effective Date (the "Free Trial"), subject to the allowances shown for the Free Trial plan at https://shadowspan.com/pricing at the time of acceptance. Shadow Span may change those allowances during the Free Trial on notice through the Shadow Span Services.
One trial per organization. A Free Trial is available once per organization, identified by the organization's verified email domain. Shadow Span keeps a record of that identifier after a Workspace is deleted for the sole purpose of enforcing this Section, and may decline a further Free Trial to the same organization at its discretion.
Watch Period. When the Free Trial ends without a paid subscription, the Workspace enters a 30-day period in which Shadow Span continues only passive monitoring of the organization's registered domain and retains the Workspace (the "Watch Period"). Scanning of endpoints, cloud accounts and repositories stops, and no reports are generated, during the Watch Period.
Inactivity. Shadow Span may delete a Workspace that no User has signed into for 14 days after its creation, or for 45 days at any time during a Free Trial, after giving notice to the accepting User's verified email address.
Deletion. At the end of the Watch Period, or on earlier termination under Section 12(3), Shadow Span will delete the Workspace and all Customer Data in it, and will delete the accounts of its Users, except for (i) the identifier described in Section 14(2), (ii) the acceptance record described in the Acceptance paragraph, and (iii) any records Shadow Span is required by law to keep. Customer is responsible for exporting anything it wishes to retain before deletion, to the extent export is available on its plan.
No warranties, support or service levels. A Free Trial and Watch Period are provided "AS IS" for evaluation only. Sections 5, 6, 10(1) and Exhibit B do not apply to them, and Section 11 applies as stated for the case where no Fees have been paid. Customer should not rely on the Shadow Span Services during a Free Trial for any compliance, audit or security decision.
Conversion. Customer may convert to a paid plan at any time during the Free Trial or Watch Period through a Self-Serve Order or an executed Order Form; on conversion, the Workspace and Customer Data are retained and the paid plan's allowances apply.

Exhibit A — Self-Serve Plans

The Shadow Span Services are offered in the plans, with the allowances and Fees, published at https://shadowspan.com/pricing (the "Price List"). Customer's selection of a plan through the Shadow Span Services is a Self-Serve Order for that plan at the Fees, allowances and term shown on the Price List at the time of selection. Usage above a plan's allowances is billed at the add-on rates on the Price List. Plans marked "contact sales" are provided only under an executed Order Form.

Exhibit B — Service Levels (paid subscriptions only)

Any capitalized terms in this Exhibit B that are not defined will have the meanings set out in the Customer Agreement. For the purposes of this Exhibit B:
1. "Available" means the Shadow Span Services are available to perform their material functionality when required.
2. "Downtime" means time other than Excluded Downtime during which the Shadow Span Services are not Available, and such Downtime will commence from the time that Shadow Span receives written notice from Customer of such Downtime.
3. "Excluded Downtime" means any of the following: (i) periods when Shadow Span is performing scheduled maintenance; (ii) any downtime resulting from outages of third party connections or utilities or other reasons beyond Shadow Span's control, including Internet access problems; (iii) any downtime resulting from Shadow Span's suspension of the Shadow Span Services in accordance with this Agreement; (iv) any downtime resulting from a Force Majeure Event; (v) any downtime resulting from Customer's breach of this Agreement; (vi) any downtime for emergency maintenance; or (vii) any downtime resulting from Shadow Span's blocking of data communications or other aspects of the Shadow Span Services in accordance with its policies.
4. "Service Availability Failure" means a failure of the Shadow Span Services to meet the Uptime Requirement as a result of Downtime.
During the Term after Shadow Span has confirmed that Shadow Span Services are available for production use, Shadow Span will make the Shadow Span Services Available 99.9% of the time (except Excluded Downtime), as measured on a monthly basis ("Uptime Requirement").
Customer's sole and exclusive remedy, and Shadow Span's entire liability, in connection with a Service Availability Failure will be that Shadow Span will credit to Customer's account 5% of Fees for the Shadow Span Services attributable to the month the Service Availability Failure occurs (a "Service Credit").
In order to receive a Service Credit, Customer must notify Shadow Span in writing within 48 hours from the end of the applicable calendar month during which the Service Availability Failure occurred. Failure to provide such notice will forfeit Customer's right to receive a Service Credit for such Service Availability Failure. Service Credits may not be redeemed for cash. Shadow Span will only apply the Service Credit to the Fees for the month in which the Service Availability Failure occurred.

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