Jurismedia/Margill Cloud Services Terms of Service

Applicable to the following Services: Margill Interest Calculators - Standard and Law Editions

THESE TERMS ARE AN AGREEMENT BETWEEN YOU AND US (AS DEFINED BELOW) AND GOVERN YOUR USE OF THE SERVICES. PLEASE READ, PRINT AND SAVE A COPY FOR YOUR RECORDS.

YOU ACCEPT THIS AGREEMENT AND ITS TERMS EITHER BY: (I) CLICKING A BOX INDICATING YOUR ACCEPTANCE; OR (II) SIGNING AN ORDER; OR (III) CREATING AN ACCOUNT OR SUBSCRIPTION FOR THE SERVICES, ACCESSING OR USING THE SERVICES. IF YOU DO NOT AGREE TO OR ACCEPT THIS AGREEMENT, YOU MUST NOT USE THE SERVICES. IF WHILE USING ANY OF THE SERVICES IDENTIFIED ABOVE, YOU PURCHASE ADDITIONAL SERVICES (AN IN-PRODUCT PURCHASE), YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS WILL ALSO APPLY TO AND GOVERN YOUR USE OF SUCH SERVICES.

1. Definitions

1.1 In this Agreement, the following words shall have the following meanings:

"Agreement": means (where applicable) these terms and conditions, the Service Specific Terms, your Order(s), the Data Protection Addendum, Privacy Notice, and any applicable attachments, exhibits, appendices, annexes and schedules or any other documentation or terms and conditions referred to within any of the aforementioned.

"Customer Data": the data, information, files, photos, documents or material provided, inputted, shared or submitted by Users, or otherwise on your behalf, via the Services, which may include data (including Personal Data) relating to Users, your customers, suppliers, employees or other third parties.

"Data Protection Addendum": the Data Protection Addendum posted on margill.com/download/en/Margill-Data-Processing- Addendum.pdf

"Data Protection Laws": has the meaning as set out in the Data Protection Addendum.

"Documentation": the online or written user guides, specifications, and manuals regarding the Services made available by us from time to time, including any Updates.

"Effective Date": the date you accept this Agreement in one of the ways set out above.

"Force Majeure": an act of God (e.g., a natural disaster or epidemic) or another event beyond the reasonable control of the party seeking excuse of performance (e.g., acts of war, terrorism, government authority or by another third party beyond the party's control). For the purposes of this Agreement, a cyber-attack or breach of cyber security is beyond our reasonable control, subject to us being able to demonstrate that we acted in accordance with what would be reasonably considered to be good practice by a business accountancy and payroll software provider of an equivalent size and standing in taking steps to prevent such an attack or breach of security.

"Free Trial": access to the Services, free of charge, for a limited or short-term period as set out in our marketing and sales material.

"Insolvency Event": a winding up petition in bankruptcy or another proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. "Intellectual Property Rights": rights recognised by any jurisdiction with respect to intellectual work product, such as patent rights (including priority rights), design rights, copyrights (including moral rights), mask work rights, trade secret rights, trademarks, service marks, domain name rights, database rights, know-how, rights in confidential information and all other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"Jurismedia": Jurismedia Inc.

"Jurismedia Data": the information in an Order, data about the configuration and use of the Services, the Documentation, and other information provided to you via login in the Services or otherwise by Jurismedia during performance under this Agreement, other than Customer Data.

"Order": an ordering document (such as an order schedule or invoice) between us for your subscription to the Services and/or where there is no ordering document, any instruction from you to us to for your subscription to the Services.

"Personal Data": shall have the meaning as set out in the Data Protection Addendum.

"Privacy Notice": the privacy notice posted on margill.com/en/mlm-oaut-application-privacy-policy

"Services": the products and services provided by us to you under this Agreement or otherwise, including any associated offline or mobile components, Updates and (whether optional or mandatory) any add-ons, modules, features or functionality that work with the products or services but excluding all Third-Party Services.

"Service Specific Terms": any service specific or special terms that you accept in addition to these terms. "Third-Party Service(s)": any product (e.g. software of any kind, cloud services, or forms), tool (e.g. integration or development tools) or service (e.g. implementation, configuration, development or accounting) provided to you by a party other than Jurismedia (a "Third-Party Provider").

"Updates": any future modifications, additional features, enhancements, patches, fixes, revisions, and derivative works that may be made to Services or Documentation.

"User(s)": a named individual authorised by you to use the Services and the Documentation, for whom you have purchased a subscription, and who has been supplied with user credentials for the Services by you or by us at your request.

"we", "us", "our": Jurismedia Inc.

"you" or "your": both you and any company or other legal entity that you are authorised to represent (and to the extent appropriate any Affiliates) that accepts this Agreement.

2. Usage Rights

2.1. Free Trial. We may at our sole discretion offer a Free Trial of the Service. Unless otherwise specified, you may only redeem a Free Trial once. At the end of the relevant Free Trial, you will automatically be charged for the Service unless you cancel said Service before the end of the trial period.

2.2. Access to the Services. Subject to the terms and conditions of this Agreement and your payment of all applicable fees (except with respect to a Free Trial, where applicable), we hereby grant you a limited, non-exclusive, non-sublicensable, non-transferable (except as expressly permitted under this Agreement) right to permit Users to access and use the Services and Documentation for the term of this Agreement, solely for your internal business purposes.

2.3. User Subscriptions. Unless otherwise notified to you, Services are purchased as time-based subscriptions. Each User must have a valid subscription for the Services on a named basis only which cannot be shared with others. You can reassign subscriptions to new named Users from Users who cease using the Services. Jurismedia may monitor your use of the Services to verify compliance with any subscription limits and this Agreement.

2.4. Your Responsibilities. You must use the Services only in accordance with this Agreement and the Documentation. You are responsible for: (i) protecting User access credentials that are in your possession or control; (ii) setting up appropriate internal roles, permissions, policies and procedures for Services to be used safely and securely , (iii) the activity of your Users in the Services; (iv) your Users' compliance with this Agreement; and (v) the accuracy, quality, reliability, and legality of Customer Data and the means by which you acquire Customer Data and input it into the Services. You must notify us promptly if you become aware, or reasonably suspect, that your or your Users' account security is compromised.

2.5. Restrictions. Except as expressly authorised by us prior to each instance, you shall not: (i) use the Services and/or Documentation to provide services to any third party; (ii) use the Services as a service bureau or otherwise violate or circumvent any use limitations or restrictions we have communicated to you; (iii) derive the source code or use tools to observe the internal operation of, or scan, probe or penetrate, the Services; (iv) copy, modify, duplicate or create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Documentation (as applicable) in any form or by any means; (v) remove any proprietary markings or notices from the Services or Documentation; (vi) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation or to benchmark with a non-Jurismedia product or service; or (vii) subject to clause 11.2, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Users; (viii) use or access the Services: (a) to send spam, duplicative, or unsolicited messages in violation of applicable laws or regulations; (b) to store sensitive data such as social security numbers or banking or credit card data; (c) to send or store material that violates the rights of a third party; (d) to send or store material containing viruses, worms, Trojan horses or other harmful computer code ; or (e) for any other illegal, discriminatory or unlawful purpose. You may not knowingly facilitate a third party in any of the foregoing activities. If you breach the provisions of this Agreement, or your use of the Services interferes with or disrupts the security, availability or performance of the Services, we reserve the right to immediately modify or temporarily restrict or suspend your access to all or part of the Services or any Third- Party Service without notice or liability to you.

3. Availability and Support

3.1 Availability. We will use reasonable commercial endeavours to maintain availability of the Services 24 hours a day, seven days per week, except for: (i) planned maintenance; (ii) Force Majeure events; and (iii) any unavailability that is necessary to protect us, you, Users, or our subcontractors (we will try to notify you of any such unavailability). We will endeavour to schedule planned maintenance affecting the availability of the Services at non-peak times, and you will receive reasonable advance notice of such planned maintenance, which may be posted within the Services. Despite the foregoing, we may at any time suspend without notice your or your Users access to or use of the Services for the purpose of enabling us to carry out essential or emergency maintenance.

3.2. Maintenance. We may release Updates for the Services at our discretion. We will try and notify you when we are going to provide such Updates.

4. Fees and Payment

4.1. Fees. You must pay all fees due for the Services as set out in the invoice provided to you or as otherwise notified to you. From time to time, we may change our fees. Unless otherwise set forth in the Service Specific Terms, you will be notified at least thirty (30) days in advance before we apply any fee changes to your Services and such fee change will take effect from your next payment date after the notice period has ended. All payment obligations are non-cancellable and non-Refundable.

Subject to termination clauses 7.1 and 7.2, payments by credit card or other means agreed between the Parties will be automatically debited on each anniversary date of the initial purchase (monthly, annually or otherwise depending on the Order).

4.2. Billing and Contact Information. You agree to provide us with complete and accurate billing and contact information for your account with us and shall promptly notify us of any change to this information.

4.3. Taxes. All fees and other charges are exclusive of sales taxes. When applicable, sales taxes will be added to the value of our fees.

4.4. Late Payment and Non-Payment. If we do not receive any fees you owe us by the due date, those fees shall accrue interest at the lower of : (i) 24% annually of the outstanding balance; and (ii) the maximum rate permitted by law. Non-payment of any fees for the Services (whether owed to Jurismedia, an Accountant, Reseller or any other third party in connection with the Services) or of any other amounts owed by you to us is a material breach of this Agreement.

5. Proprietary Rights and Data

5.1. Services. Subject to the limited rights expressly granted under this Agreement, Jurismedia reserves and owns all rights, title and interest in and to the Services (including any configurations, customisations, modifications, enhancements and Updates in respect of the Services), Jurismedia Data and Documentation, including all related Intellectual Property Rights therein. All rights not expressly set out in this Agreement are reserved by Jurismedia. The Jurismedia name, logo and the product names associated with the Services are trademarks of Jurismedia or third parties and no right or licence is granted to use them under this Agreement.

5.2. Customer Data. Subject to the limited rights expressly granted under this Agreement, you own all rights, title and interest, including all Intellectual Property Rights, in and to the Customer Data. You grant Jurismedia and its subcontractors the right to host, process, copy, transmit and store Customer data in order to provide, administer and ensure the proper operation of the Services and related systems; and perform our rights and obligations under this Agreement.

5.3. Feedback. You may provide Jurismedia with ideas, suggestions, requests, recommendations or feedback about the Services ("Feedback"). If you do so, subject to the limited rights granted expressly in this Agreement, Jurismedia shall own all rights, title and interest, including all Intellectual Property Rights, in and to the Feedback, including any configurations and customisations.

5.4 Data privacy. Each party will comply with the Data Protection Addendum, and references in the Data Protection Addendum to the "Agreement" shall be construed as references to this Agreement. Any Personal Data used to provide the Services shall be handled in accordance with the requirements of the Data Protection Addendum. Further information on how Jurismedia uses Personal Data is provided in Jurismedia's Privacy Notice.

6. Confidentiality and Data Security

6.1. Confidential Information. "Confidential Information" means all information (however recorded or preserved) of a party or its Affiliates ("Discloser") disclosed to the other party or its Affiliates ("Recipient"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

6.2. Exceptions. Confidential Information excludes: (i) information that was known to the Recipient without a confidentiality restriction prior to its disclosure by the Discloser; (ii) information that was or becomes publicly known through no wrongful act of the Recipient; (iii) information that the Recipient rightfully received from a third party authorized to make such disclosure without restriction; (iv) information that has been independently developed by the Recipient without use of the Discloser's Confidential Information; and (v) information that was authorised for release in writing by the Discloser.

6.3. Confidentiality Obligations. The Recipient will use the same degree of care as it uses for its own confidential information of like nature (but no less than reasonable care and skill) to protect the Discloser's Confidential Information from any use or disclosure not permitted by this Agreement or authorised by the Discloser. The Recipient may disclose the Discloser's Confidential Information to its Affiliates, employees, contractors and service providers ("Representatives") as permitted by this Agreement, provided that they are bound by confidentiality obligations no less restrictive than those set out in this Agreement. The Recipient shall be responsible for any breach of this clause by its Representatives.

6.4. Disclosure Required by Law. The Recipient may disclose Confidential Information to the extent required by court or administrative order or law, provided that the Recipient provides advance notice of such disclosure (unless requested or ordered not to do so by law or a court or administrative order) and reasonable assistance, at the Discloser's cost, to enable the Discloser to prevent or limit such disclosure.

6.5. Injunctive Relief. Each party acknowledges that damages may not be an adequate remedy for a breach of confidentiality obligations and that the other party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement.

7. Term and Termination

7.1. Subscription. This Agreement begins on the Effective Date and continues for the subscription period specified in the Order. Subscriptions will automatically renew for subscription periods equivalent to those specified in the Order unless either party gives the other written notice of non-renewal at least thirty (30) days prior to the end of the subscription. This Agreement will remain in effect for any Subscription until all of User's subscriptions have expired or the Agreement has been terminated in accordance with this Agreement.

7.2. Termination. Either party may terminate the Agreement: (i) in accordance with clause 7.1; (ii) immediately if the other party commits a material breach of any term of this Agreement and such breach is not capable of remedy or the other party fails to remedy such breach within thirty (30) days of being notified in writing to do so; and (iii) immediately upon written notice to the other party if the other party becomes the subject of an Insolvency Event. If you or your Users materially breach this Agreement, we may, without limitation of other rights and remedies, temporarily suspend or terminate your access to the Services or withhold further performance of our obligations under this Agreement. We may terminate this Agreement immediately upon written notice to you in the event there is a change in Control that results in you being, or being an Affiliate of, any of our direct competitors.

7.3. Effect of Termination. On expiration or termination of this Agreement for any reason: (i) all applicable User licences and other rights granted to you shall immediately terminate; (ii) a party's rights, remedies, obligations (including payment obligations) and liabilities that have accrued up to the date of termination shall not be affected; (iii) we will not be obligated to refund any prepaid and unused fees; and (iv) subject to clause 7.4, the Recipient shall, at the request of the Discloser, delete the Discloser's Confidential Information in its possession or control. Notwithstanding the foregoing, the Recipient may retain the Discloser's Confidential Information: (a) to the extent required by law or governmental authority; or (b) that is automatically stored in accordance with the Recipient's generally applicable back-up policies ("Back-up Media"). All Back-up Media shall remain subject to the confidentiality obligations set out in this Agreement, despite the expiration or termination of this Agreement, so long as it remains undeleted.

7.4 Access to Customer Data. Customer Data may be exported at any time during the term of this Agreement. Unless set out otherwise in any Service Specific Terms, we will not delete Customer Data from our production environment for a period of two (2) months after termination or expiration of the Agreement and may assist you with exporting Customer Data during such period at our standard hourly consulting rate. After such two (2) month period has expired, we may delete all Customer Data and will not make it available to you. Should you require longer storage of Customer Data, paid archival services may be available. Please see the Data Protection Addendum and the Privacy Notice for further details of data retention.

7.5. Survival. Clauses 1, 5, 7, 9, 10 and 11 will survive any expiration or termination of the Agreement.

8. Representations and Warranty Disclaimer

8.1. Authority. Each party represents to the other that it has the authority to enter into this Agreement, to carry out its obligations under it, and to give the rights and licences granted under this Agreement.

8.2. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ONLY FOR COMMERCIAL USE, SUBJECT TO ANY RESTRICTIONS IN THIS AGREEMENT OR THE DOCUMENTATION. WE DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THOSE: (I) OF MERCHANTABILITY OR SATISFACTORY QUALITY; (II) OF FITNESS FOR A PARTICULAR PURPOSE; AND (III) ARISING FROM CUSTOM, TRADE USAGE, COURSE OF PRIOR DEALING OR COURSE OF PERFORMANCE.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WE DO NOT WARRANT, REPRESENT, GUARANTEE OR UNDERTAKE THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICES ARE FREE FROM BUGS, ERRORS OR MISTAKES, OR THAT THE SERVICES, DOCUMENTATION AND/OR THE INFORMATION OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR PRODUCE PARTICULAR OUTCOMES OR RESULTS, OR THAT THE SERVICES WILL PRODUCE ERROR-FREE MACHINE-GENERATED RESULTS. WE ARE NOT RESPONSIBLE OR LIABLE FOR: (A) ANY ISSUES WITH THE SERVICES THAT ARISE FROM CUSTOMER DATA, THIRD-PARTY SERVICES OR THIRD-PARTY PROVIDERS; AND (B) ANY DELAYS, DELIVERY FAILURES OR ANY OTHER LOSS OR DAMAGE RESULTING FROM THE TRANSFER OF DATA OVER COMMUNICATION NETWORKS AND FACILITIES, INCLUDING THE INTERNET, AND YOU ACKNOWLEDGE THAT THE SERVICES AND DOCUMENTATION MAY BE SUBJECT TO DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. YOU FURTHER ACKNOWLEDGE THAT WE DO NOT PROVIDE ANY ACCOUNTING, FINANCIAL, LEGAL OR OTHER ADVICE TO YOU, USERS, OR ANY THIRD PARTY, AND YOU ACCEPT THAT IT IS YOUR RESPONSIBILITY TO ENSURE THAT THE SERVICES MEET YOUR REQUIREMENTS.

9. Indemnification

9.1. Our Indemnification. Subject to clause 9.3, we shall defend, indemnify and hold you and your Affiliates, officers, directors and employees harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, (including without limitation, reasonable legal fees and court costs) (collectively, "Damages") to the extent arising out of or in connection with a third- party claim alleging that your use of the Services infringes the Intellectual Property Rights of a third party. In no event shall Jurismedia, its Affiliates, employees, consultants, agents and subcontractors be liable to you to the extent that the alleged infringement is based on: (a) a customisation or modification of the Services at your direction or by anyone other than us; (b) your use of the Services in combination with any service, software, hardware, network or system not supplied by us, if the alleged infringement relates to such combination; (c) your use of the Services in a manner contrary to our instructions or the Documentation; or (d) your use of the Services after notice of the alleged or actual infringement from Jurismedia or any appropriate authority. If the Services infringe, or we reasonably believe they may infringe, Intellectual Property Rights, we may, at our own expense and option: (i) procure the right for you to continue use of such Services; (ii) replace or modify such Services so that they become non-infringing without material loss of functionality; or (iii) if (i) and (ii) are not feasible, terminate this Agreement and refund to you a pro-rata portion of any prepaid and unused fees for the Services covering the period following the effective date of termination.

9.2. Indemnification by You. Subject to clause 9.3, you will defend, indemnify and hold us and our Affiliates, officers, directors, employees, and agents harmless from and against any and all Damages to the extent arising out of or in connection with your and your Users' acts or omissions in connection with: (i) your and your Users' use of the Services; (ii) any Customer Data; or (iii) you or your Users' breach of any of your obligations under this Agreement including a claim alleging that: (a) your collection, retention or use of Customer Data infringes the rights of, or has caused harm to, a third- party; or (b) your use of the Services in breach of this Agreement infringes the rights of, or has caused harm to, a third -party, or otherwise violates applicable law.

9.3. Indemnification Procedure. In the event of a potential indemnity obligation under this clause 9, the indemnified party shall provide to the indemnifying party: (i) prompt written notice of the claim or a known threatened claim; and (ii) control of, and reasonable assistance in, the defence and settlement of the claim, at the indemnifying partys expense. Without the prior written consent of the indemnified party, the indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of, or imposes additional obligations on, the indemnified party.

9.4. Exclusive Remedy. The indemnification obligations set forth above represent the sole and exclusive liability of the indemnifying party and the exclusive remedy of the indemnified party for any third-party claim described in this clause 9.

10. Limitation of Liability

10.1. General Liability. OTHER THAN: (I) YOUR OBLIGATIONS TO PAY FEES AS SET OUT IN THIS AGREEMENT; AND (II) THE INDEMNIFICATION OBLIGATIONS OF EACH PARTY UNDER CLAUSE 9, IN NO EVENT SHALL EITHER PARTY'S (INCLUDING ITS AFFILIATES') MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE VALUE OF THE FEES PAID OR PAYABLE BY YOU TO US IN RELATION TO THE SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM.

10.2. Exclusion of Damages. In no event shall either party be liable to the other for any: (i) loss of or damage to data, revenue, business, profits, or anticipated savings; (ii) business interruption, loss of reputation or goodwill; (iii) loss of opportunity or contracts; (iv) wasted management or other staff time; and (v) any indirect, punitive, special, exemplary, incidental or consequential damages or losses.

10.3. Unlimited Liability. Nothing in this Agreement shall be construed so as to limit, reduce or exclude any liability under or in connection with this Agreement to the extent that it arises in respect of: (i) death or personal injury caused by a party's negligence; (ii) fraud or fraudulent misrepresentation by a party; (iii) any other matter for which it would be unlawful for either party to exclude or limit or attempt to exclude or limit its liability; or (iv) the indemnification obligations of each party under clause 9.

10.4. Scope. The exclusions and limitations set out in this clause 10 apply to all causes of action (in each case whether direct or indirect and howsoever arising), whether arising from any breach of contract, tort (including negligence), breach of statutory duty or otherwise, even if such loss was reasonably foreseeable or if one party had advised the other of the possibility of such loss. The allocation of risk in this Agreement is reflected in the level of fees payable under this Agreement. A party may not circumvent the limitations of liability in this Agreement or receive multiple recovery under this Agreement by bringing separate claims or claims on behalf of its Affiliates.

11. General Provisions

11.1. Compliance with Laws. Each party shall comply with all applicable laws, statutes, codes and regulations in relation to your use of the Services, including applicable anti-bribery and anti-corruption laws, Data Protection Laws, tax evasion laws and all sanctions laws, regulations and regimes imposed by relevant authorities ("Relevant Requirements"). You shall, and shall procure that persons associated with you shall: (i) comply with all Relevant Requirements; (ii) not engage in any conduct which would constitute an offence under, or otherwise breach, any of the Relevant Requirements; (iii) not do, or omit to do, any act that may lead Jurismedia to be in breach of any Relevant Requirements; and (iv) have and maintain in place during the term of this Agreement your own policies and procedures to ensure and demonstrate compliance with the Relevant Requirements and will enforce them where appropriate.

11.2. Assignment. You may not assign, transfer, novate, charge, sub-contract or deal in any other matters with any of your rights or obligations under this Agreement, whether in whole or in part, directly or indirectly, by operation of law merger, acquisition or otherwise without our prior written consent (not to be unreasonably withheld). Jurismedia may assign, transfer, novate, charge, sub-contract, or deal in any other manner with this Agreement, whether in whole or in part, without your consent. Any attempted assignment in breach of this Agreement shall be void.

11.3. Remedies Not Exclusive. Except as expressly set out in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

11.4. Third Party Rights. Except as expressly set out in this Agreement, this Agreement does not give rise to any third party rights.

11.5. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the use of the Services. Each party acknowledges that in entering into this Agreement it does not rely on and shall have no rights or remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) other than as expressly set out into this Agreement.

11.6. Severability. If any provision or part-provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, then to the extent possible such provision shall be deleted, or shall be construed, as far as possible, to reflect the intent of the original provision, with all other provisions in this Agreement remaining in full force and effect.

11.7. No Partnership or Agency. Each party is an independent contractor, and neither party has any authority to act on behalf of the other. Neither party will represent itself as agent, servant, franchisee, joint venture or legal partner of the other. Subject to any permitted assignment under clause 11.2, the obligations owed by us under this Agreement shall be owed to you solely by us and the obligations owed by you under this Agreement shall be owed solely to us.

11.8. Waiver. A party's failure or delay to exercise or enforce any of its rights under this Agreement will not act as a waiver or continuing waiver of such rights. Such rights may only be waived in writing signed by the waiving party.

11.9. Force Majeure. Neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations to the extent that such delay or failure is due to a Force Majeure event.

11.10. Order of Precedence. In the event of any express conflict or inconsistency, the order of precedence shall be: (i) the Data Protection Addendum; (ii) the Service Specific Terms (where applicable); (iii) your Order (where applicable); (iii) these terms (including any annexes or exhibits hereto); and (iv) the Documentation.

11.11. Variation. From time to time, we may amend the terms of this Agreement in our sole discretion. We will use reasonable endeavours to notify you of any material changes by sending you an email or posting a notice in the Services, but it is up to you to ensure that you regularly check, read, understand agree to the most recent version of the Agreement. By continuing to access or use the Services, you are indicating that you agree to be bound by the modified terms.

11.12. No Publicity. Neither party shall make any public statement about this Agreement, or the relationship of the parties governed by this Agreement that identifies the other party without the other party's prior written consent, except that while you are a customer, Jurismedia may use your name and logo in its customer list in a manner that does not suggest endorsement.

11.13. Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Province of Quebec, Canada. The parties agree to resolve all disputes related to this Agreement by binding individual arbitration before one arbitrator and will not bring or participate in any representative action. Any challenge to arbitrability shall be decided by the arbitrator. Judgment on the arbitration award may be entered in any court having jurisdiction. In the event a party seeks injunctive relief from a court, the parties consent to the exclusive jurisdiction and venue of the federal and provincial courts located in Montreal, Quebec. For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods shall not apply.

11.14. Notices. Except as otherwise specified in this Agreement, any formal notice required to be given under this Agreement will be in writing and sent by pre-paid mail, courier service or email to the contact address or email last provided in writing to the notifying party by the notified party. Any notice will be deemed to have been duly received: (i) if sent by pre-paid mail, 48 hours after posting; (ii) if sent by courier, on the next business day; or (iii) if sent by email, at 9 a.m. recipient's local time on the next business day after the email is sent, or earlier if the intended recipient has confirmed receipt either expressly or by conduct. 11.15. Interpretation. In this Agreement: (a) the headings are for convenience only and shall not affect its construction or interpretation; (b) "including" and "includes" and similar expressions shall, be interpreted as illustrative, not exhaustive; (c) references to a person include an individual, a body corporate and an unincorporated association of persons; (d) unless otherwise specified, a reference to "writing" or "written" includes email but not faxes; (e) a reference to a statute, statutory provision or subordinate legislation is a reference to it as in force from time to time, taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts.

11.15. Interpretation. In this Agreement: (a) the headings are for convenience only and shall not affect its construction or interpretation; (b) "including" and "includes" and similar expressions shall, be interpreted as illustrative, not exhaustive; (c) references to a person include an individual, a body corporate and an unincorporated association of persons; (d) unless otherwise specified, a reference to "writing" or "written" includes email but not faxes; (e) a reference to a statute, statutory provision or subordinate legislation is a reference to it as in force from time to time, taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts.

Version: March 1, 2026