This Terms of Service (these "Terms," and together with an Order Form, this "Agreement") is incorporated by reference into the Order Form that Ottobooks Inc., a Delaware corporation ("Ottobooks") enters into with the Customer identified in that Order Form ("Customer"). In this Agreement, Ottobooks and Customer together are the "Parties". Capitalized terms not defined in these Terms have the meaning provided in the Order Form.

This Agreement was last updated on the Last Updated date above. It is effective between the Parties as of the date (the "Effective Date") that is the effective date of the Order Form or, if earlier, the first date on which Customer or a Customer representative clicks a box indicating acceptance, uses the Deduction Management Application or otherwise agrees to this Agreement.

CUSTOMER AGREES TO THIS AGREEMENT BY CLICKING A BOX INDICATING ACCEPTANCE, BY EXECUTING AN ORDER FORM THAT INCORPORATES THESE TERMS, BY USING ANY SERVICES, OR IN ANY OTHER WAY AGREEING TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND THAT ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERM "CUSTOMER" REFERS TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE THAT AUTHORITY OR DOES NOT ACCEPT THIS AGREEMENT, THAT INDIVIDUAL MAY NOT USE THE SERVICES.

THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE BY WHICH CUSTOMER AND OTTOBOOKS WAIVE THEIR RIGHTS TO SUE IN COURT.

OTTOBOOKS HAS THE RIGHT TO CHANGE OR ADD TO THE TERMS OF THIS AGREEMENT AT ANY TIME, SOLELY WITH PROSPECTIVE EFFECT, AND TO CHANGE, DELETE, DISCONTINUE OR IMPOSE CONDITIONS ON USE OF THE SERVICES BY POSTING AN UPDATED VERSION OF THIS AGREEMENT ON OTTOBOOKS'S WEBSITE. OTTOBOOKS WILL PROVIDE CUSTOMER WITH NOTICES OF ANY CHANGES THROUGH THE WEBSITE, VIA EMAIL SENT TO THE EMAIL ADDRESS(ES) SPECIFIED IN CUSTOMER'S ORDER FORM, OR THROUGH OTHER REASONABLE MEANS. EMAIL NOTICES SENT TO AN EMAIL ADDRESS SPECIFIED IN CUSTOMER'S ORDER FORM WILL BE DEEMED SUFFICIENT AND RECEIVED WHEN SENT.

IF CUSTOMER HAS ALREADY AGREED TO THIS AGREEMENT, THE CHANGES WILL TAKE EFFECT 30 DAYS AFTER WE PROVIDE CUSTOMER NOTICE OF THE CHANGES AND CUSTOMER'S USE OF THE SERVICES AFTER THAT DATE WILL BE SUBJECT TO THIS AGREEMENT AS CHANGED.

1. DEFINITIONS

"Affiliate" means an entity controlled, controlling or under common control with a party, where control means at least 50% ownership or power to direct an entity's management.

"Deduction Management Application" means Ottobooks's proprietary Deduction Management-as-a Service application, as identified in the relevant Order Form, together with any updates, upgrades, enhancements, modifications and improvements thereto.

"Customer Data" means any data, content or materials that Customer (including its Users) provides or makes available to Ottobooks in connection with this Agreement, including from Third-Party Platforms.

"Documentation" means Ottobooks's standard usage documentation for the Deduction Management Application.

"Laws" means all laws, regulations, rules, court orders or other binding requirements of a government authority that apply to a party.

"Order Form" means a written ordering document (whether an online form, a PDF or otherwise) for Customer's access to the Deduction Management Application that is executed by the parties and expressly incorporates this these Terms.

"Third-Party Platform" means any product, add-on or platform not provided by Ottobooks that Customer uses or has the option to use with the Deduction Management Application.

"Usage Data" means Ottobooks's technical logs, data and learnings about Customer's and Users' use of the Deduction Management Application, but excluding Customer Data.

"User" means any natural person who Customer allows to use its accounts for the Deduction Management Application, who may include employees, advisors and contractors of Customer and its Affiliates.

"Virus" means viruses, malicious code or similar harmful materials.

2. DEDUCTION MANAGEMENT APPLICATION

   1. Use. Subject to this Agreement and in accordance with the Documentation, Ottobooks hereby grants Customer a limited, non-exclusive right during the Subscription Term to access and use the Deduction Management Application for Customer's own business purposes (the "Permitted Use"). The Permitted Use includes the rights to copy and use the Documentation. The right granted by this subsection is non transferrable and non-sublicensable except as this Agreement provides.
   2. Users. Customer may permit an unlimited number of Users of Customer's choice to use the Deduction Management Application on Customer's behalf. Customer is responsible for provisioning and managing its User accounts, for its Users' actions relating to the Deduction Management Application and for their compliance with this Agreement. Customer will ensure that Users keep any login credentials confidential and will promptly notify Ottobooks in writing upon learning of any compromise of User accounts or credentials.
   3. Affiliates. Customer may freely allow any of its Affiliates and those Affiliates' Users to use the Deduction Management Application in accordance with this Agreement. Where Affiliates or Affiliates' Users use the Deduction Management Application, those Affiliates are each deemed to be the "Customer" as used in this Agreement.

3. USAGE RULES

   1. Restrictions. Customer will not and will not permit any other person to: (a) sell, sublicense, distribute or rent the Deduction Management Application (in whole or part) or grant non-Users access to the Deduction Management Application, (b) reverse engineer, decompile or seek to access the source code of the Deduction Management Application, except to the extent these restrictions are prohibited by Laws and then only upon advance notice to Ottobooks, (c) copy, modify, create derivative works of or remove proprietary notices from the Deduction Management Application, (d) interfere with the Deduction Management Application's operation or circumvent its access restrictions or (e) use the Deduction Management Application to develop a software product that competes with the Deduction Management Application.
   2. Third-Party Platforms. Customer may choose to enable integrations or exchange Customer Data with Third-Party Platforms that Ottobooks may permit from time to time. Customer's use of a Third-Party Platform is governed by Customer's agreement with the relevant provider, not by this Agreement, and Ottobooks is not responsible for Third-Party Platforms or how their providers use Customer Data.

4. DATA

   1. Usage Data. Ottobooks may collect Usage Data and use it to operate, improve and support the Deduction Management Application and for other lawful business purposes, including benchmarking and reports. Ottobooks will not disclose Usage Data externally unless it is aggregated with data across other customers and de-identified so that it does not identify Customer, its Users or any other person.
   2. Security. Ottobooks will use commercially reasonable technical and security measures relating to unauthorized access, use, alteration or disclosure of Customer Data.
   3. No Backup Obligation. Except as this Agreement may expressly provide, Ottobooks has no obligation to Customer to maintain backups or copies of any particular Customer Data and Customer shall not rely on Ottobooks to maintain such backups or copies.
   4. Other Agreements. The parties' obligations in this Data section are in addition to their confidentiality obligations in this Agreement and their obligations under any separate Data Protection Agreement (DPA) or other written agreement to which they may agree relating to privacy, data protection or security.

5. WARRANTIES

   1. Mutual Warranties. Each party represents and warrants that (a) it has the legal power and authority to enter into this Agreement, (b) it will use industry-standard measures to avoid introducing Viruses into the Deduction Management Application, (c) it will comply with all Laws that apply to its performance under this Agreement, and (d) it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or designated by the U.S. government as a "terrorist supporting" country.
   2. Additional Ottobooks Warranties. Ottobooks further warrants that: (a) the Deduction Management Application will perform materially as described in the Documentation and Ottobooks will not materially decrease the overall functionality of the Deduction Management Application during a Subscription Term (the "Performance Warranty"). (b) Ottobooks will use commercially reasonable efforts to make the Deduction Management Application available for Customer's use 99.9% of the time in each month.
   3. Additional Customer Warranties. Customer further warrants that: (a) Customer has all rights necessary to use Customer Data with the Deduction Management Application, to make Customer Data available to Ottobooks in connection with this Agreement and grant Ottobooks the rights to Customer Data specified in this Agreement, without violating third-party intellectual property, privacy or other rights. (b) Customer will not submit to the Deduction Management Application any data controlled under the U.S. International Traffic in Arms Regulations. (c) Customer and its Users shall not use the Deduction Management Application outside of Canada and the United States.
   4. Warranty Remedy. Ottobooks will use reasonable efforts to correct a verified breach of the Performance Warranty reported in writing by Customer. If Ottobooks fails to do so within 30 days after Customer's warranty report ("Fix Period"), then either party may terminate the Order Form as relates to the non-conforming Deduction Management Application, in which case Ottobooks will refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. To receive these remedies, Customer must report a breach of warranty in reasonable written detail within 30 days after discovering the issue in the Deduction Management Application ("Claim Period"). These procedures are Customer's exclusive remedies and Ottobooks's sole liability for breach of the Performance Warranty.
   5. Disclaimers. Except as this Agreement expressly provides, each party disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement. Ottobooks's warranties in this Warranties section do not apply to issues arising from Third Party Platforms or misuse or unauthorized modifications of the Deduction Management Application. These disclaimers apply to the full extent permitted by Law.

6. FEES

   1. Payment. Customer will pay all fees described in the Order Form on the date(s) specified therein. Late payments are subject to a charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All fees and expenses are non-refundable except as expressly set out in this Agreement.
   2. Taxes. Customer is responsible for any sales, use, GST, value-added, withholding or similar taxes or levies that apply to Customer's use of the Deduction Management Application, whether domestic or foreign ("Taxes"), other than Ottobooks's income tax. Fees and expenses are exclusive of Taxes.
   3. Payment Disputes. If Customer disputes an invoice in good faith, it will notify Ottobooks within 15 days after receipt of the invoice and the parties will seek to resolve the dispute within a further 15-day period. Customer is not required to pay disputed amounts during the discussion period, but will timely pay all undisputed amounts. After the discussion period, either party may pursue any available remedies.

7. SUSPENSION

   Ottobooks may suspend Customer's access to the Deduction Management Application and related services due to a Suspension Event, but where practicable will give Customer prior notice so that Customer may seek to resolve the issue and avoid suspension. Ottobooks is not required to give prior notice in exigent circumstances or for a suspension made to avoid material harm or violation of Law. Once the Suspension Event is resolved, Ottobooks will promptly restore Customer's access to the Deduction Management Application in accordance with this Agreement. "Suspension Event" means (a) Customer's account is 30 days or more overdue, (b) Customer is in breach of the Usage Rules section of this Agreement or (c) Customer's use of the Deduction Management Application risks material harm to the Deduction Management Application or others.

8. TERM AND TERMINATION
   1. Subscription Term. In this Agreement, "Subscription Term" means the Initial Subscription Term and any Renewal Subscription Terms specified in the Order Form.
   2. Subscription Renewals. The Initial Subscription Term will automatically renew for successive Renewal Subscription Terms unless either party notifies the other party in writing at least 30 days before the end of the then-current Initial Subscription Term or Renewal Subscription Term of its intent not to renew.
   3. Term of Agreement. This Agreement starts on the Effective Date and continues until the end of all Subscription Terms, unless sooner terminated in accordance with its terms. If no Subscription Term is in effect, either party may terminate this Agreement for any or no reason with notice to the other party.
   4. Termination. Either party may terminate this Agreement immediately (i) if the other party (a) fails to cure a material breach of this Agreement within 15 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors' arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days; or (ii) as Section 8.2 provides.
   5. Effect of Termination.
      1. Customer's right to use the Deduction Management Application will cease upon any termination or expiration of this Agreement.
      2. The following provisions will survive expiration or termination of this Agreement: 3 (Usage Rules), 4.1(Usage Data), 5.5 (Disclaimers), 6 (Fees), 8.5 (Effect of Termination), 9 (Intellectual Property), 10 (Limitations of Liability), 11 (Indemnification), 12 (Publicity), 13 (Confidentiality), 19 (Required Disclosures), and 25 (General Terms).
      3. Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

9. INTELLECTUAL PROPERTY

   1. Reserved Rights. Except as this Agreement expressly provides, (a) neither party grants the other any rights or licenses not expressly provided in this Agreement; (b) as between the parties, Customer retains all intellectual property and other rights in Customer Data; and (c) Ottobooks retains all intellectual property and other rights in the Deduction Management Application.
   2. Feedback. If Customer gives Ottobooks feedback regarding improvement or operation of the Deduction Management Application or other Ottobooks services or products, Ottobooks may use the feedback without restriction or obligation.

10. LIMITATIONS OF LIABILITY

    1. General Cap. Each party's entire liability arising out of or related to this Agreement will not exceed the amounts paid or payable by Customer to Ottobooks under this Agreement in the 12 months immediately preceding the first incident giving rise to liability.
    2. Consequential Damages Waiver. Neither party will have any liability arising out of or related to this Agreement for indirect, special, incidental, reliance or consequential damages or damages for loss of use, lost profits or interruption of business, even if informed of their possibility in advance.
    3. Exceptions. Sections 12.1 (General Cap) and 12.2 (Consequential Damages Waiver) will not apply to:
       1. A party's indemnification obligations in this Agreement.
       2. A party's violation of Laws.
       3. A party's infringement or misappropriation of the other party's intellectual property rights.
       4. A party's violation of any covenant or warranty in this Agreement relating to confidentiality, privacy, data protection or information security.
       5. Liabilities that cannot be limited by law.
    4. Nature of Claims. The waivers and limitations in this Section 12 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and cannot be limited by law.

11. INDEMNIFICATION

    1. Definitions. In this Agreement,
       • "Customer-Covered Claim" means a third-party claim arising from Customer's breach or alleged breach of any covenant or warranty of Customer in this Agreement.
       • "Ottobooks-Covered Claim" means a third-party claim that the Deduction Management Application, when used by Customer as authorized in this Agreement, infringes or misappropriates a third party's intellectual property rights.
    2. Indemnification by Ottobooks. Ottobooks at its own cost will defend Customer from and against any Ottobooks-Covered Claims and will indemnify and hold harmless Customer from and against any damages or costs awarded against Customer (including reasonable attorneys' fees) or agreed in settlement by Ottobooks resulting from the Ottobooks-Covered Claims.
    3. Indemnification by Customer. Customer at its own cost will defend Ottobooks from and against any Customer-Covered Claims and will indemnify and hold harmless Ottobooks from and against any damages or costs awarded against Ottobooks (including reasonable attorneys' fees) or agreed in settlement by Customer resulting from the Customer-Covered Claims.
    4. Procedures. The indemnifying party's obligations in this Indemnification section are subject to receiving from the indemnified party: (a) prompt notice of the claim (but delayed notice will only reduce the indemnifying party's obligations to the extent it is prejudiced by the delay), (b) the exclusive right to control the claim's investigation, defense and settlement and (c) reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle a claim without the indemnified party's prior approval if settlement would require the indemnified party to admit fault or take or refrain from taking any action (except regarding use of the Deduction Management Application when Ottobooks is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.
    5. Mitigation. In response to an infringement or misappropriation claim, if required by settlement or injunction or as Ottobooks determines necessary to avoid material liability, Ottobooks may: (a) procure rights for Customer's continued use of the Deduction Management Application, (b) replace or modify the allegedly infringing portion of the Deduction Management Application to avoid infringement, without reducing the Deduction Management Application's overall functionality or (c) terminate the affected Order Form and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term.
    6. Exceptions. Ottobooks's obligations in this Indemnification section do not apply to claims resulting from (a) modification or unauthorized use of the Deduction Management Application or (b) use of the Deduction Management Application in combination with items not provided by Ottobooks, including Third-Party Platforms.
    7. Exclusive Remedy. This "Indemnification" section sets out the indemnified party's exclusive remedy and the indemnifying party's sole liability regarding third-party claims of intellectual property infringement or misappropriation covered by this Indemnification section.

12. Publicity.

    Neither party shall publicly announce this Agreement without the other party's prior approval or except as required by Laws.

13. Confidentiality

    1. Definition. "Confidential Information" in this Agreement means information in any form or medium (digital, hard copy or otherwise) disclosed by or on behalf of one party (as discloser) to the other party (as recipient) under this Agreement, which consists of (i) registered or unregistered intellectual property, proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, code, or formulae related to current, future and proposed products and services (including information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing manufacturing, customer lists, client information, business forecasts, sales and merchandising and marketing plans and information) relating to the discloser or to the discloser's personnel, suppliers, customers, potential customers, past customers or business partners or (ii) any other material that the discloser provides to the recipient under a written "confidential" or "proprietary" designation. Without limitation, Ottobooks's Confidential Information includes the Deduction Management Application and content made available to Customer through it, and Customer's Confidential Information includes Customer Data.
    2. Use and Protection. As recipient, each party will (a) use Confidential Information only to fulfill its obligations and exercise its rights under this Agreement, (b) not disclose Confidential Information to third parties without the discloser's prior approval, except as permitted in this Agreement and (c) in addition to that party's other undertakings hereunder, protect Confidential Information using no less than a commercially reasonable standard of care. A party's obligations under this Confidentiality section shall last permanently in the case of trade secrets and for two years after termination of this Agreement as to other Confidential Information.
    3. Permitted Disclosures. A recipient may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know provided it remains responsible for their compliance with this Confidentiality section and they are bound to confidentiality obligations no less protective than this Confidentiality section.
    4. Exclusions. These confidentiality obligations do not apply to information that the recipient can document (a) is or becomes public knowledge through no fault of the recipient, (b) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from the discloser, (c) it rightfully received from a third party without confidentiality restrictions or (d) it independently developed without using or referencing Confidential Information.
    5. Remedies. Breach of this Confidentiality section may cause substantial harm for which monetary damages are an insufficient remedy. Upon a breach of this Section, the discloser is entitled to seek appropriate equitable relief, including an injunction, in addition to other remedies.
    6. Required Disclosures. The recipient may disclose Confidential Information (including Customer Data) to the extent required by Laws. If permitted by Laws, the recipient will give the discloser reasonable advance notice of the required disclosure and reasonably cooperate, at the discloser's expense, to obtain confidential treatment for the Confidential Information.

14. GENERAL TERMS

    1. Entire Agreement. This Agreement is the parties' entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements about its subject matter. Excluding Order Forms, terms in business forms, purchase orders or quotes used by either party will not amend or modify this Agreement. No browsewrap, shrinkwrap, clickwrap or other non-negotiated terms and conditions maintained or published by either party are incorporated into this Agreement or impose any obligation on the other party.
    2. Amendments. Any amendments to this Agreement must be in writing and signed by each party's authorized representatives.
    3. Interpretation. In this Agreement, headings are for convenience only and "including" and similar terms are to be construed without limitation. An Order Form may not modify any other part of the Agreement unless the Order Form specifically and expressly identifies the provisions that it supersedes. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.
    4. Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement, with written notice to the other party, in connection with the assigning party's merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns.
    5. Governing Law. This Agreement and any action arising out of or relating to this Agreement shall be governed by and construed under Delaware law, without reference to conflict of law rules.
    6. ARBITRATION AND OTHER DISPUTES. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be negotiated informally prior to arbitration or a lawsuit. If the parties cannot reach a settlement informally, then the dispute, controversy, or claim shall be settled by arbitration administered by the American Arbitration Association in accordance with its commercial, or other arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof in the state and county of Ottobooks's primary place of business.
    7. Notices. Except as set out in this Agreement, notices, requests and approvals under this Agreement must be in writing to the addresses on the Order Form and will be deemed given: (1) upon receipt if by personal delivery, (2) upon receipt if by certified or registered U.S. mail (return receipt requested), (3) one day after dispatch if by a commercial overnight delivery or (4) upon delivery if by email. Either party may update its address with notice to the other.
    8. Waivers and Severability. Waivers must be signed by the waiving party's authorized representative and cannot be implied from conduct. If any provision of this Agreement is held unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.
    9. Force Majeure. Neither party is liable for a delay or failure to perform this Agreement due to an unforeseen event beyond a party's reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, third-party Internet or utility failure, refusal of government license or natural disaster, where the affected party takes reasonable and customary measures to avoid or mitigate such event's effects. If any such event materially adversely affects the Deduction Management Application for 15 or more consecutive days, either party may terminate the affected Order Form(s) upon notice to the other and Ottobooks will refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. However, this Section does not limit Customer's obligations to pay fees owed.
    10. Subcontractors. Ottobooks may use subcontractors and permit them to exercise its rights and fulfill its obligations, but Ottobooks remains responsible for their compliance with this Agreement and for Ottobooks's overall performance under this Agreement.
    11. Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers, and this Agreement does not make either party, or any of its employees, an employee of the other party.
    12. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.