Master Subscription Agreement (MSA)

1. DEFINITIONS:

1.1 “Assessment” or similar terms may be used instead of “Audit”, but in terms and within the context of this Agreement such terms will mean “Audit” and can be used interchangeably.

1.2 “Assessor” or similar terms may be used instead of “Auditor”, but in terms and within the context of this Agreement such terms will mean “Auditor” and can be used interchangeably.

1.3 “AuditSoft Customer Success Manager” shall mean the designated representative from AuditSoft who acts as the single and primary point of contact for the Customer. The AuditSoft Customer Success Manager is tasked with the responsibility of gathering feedback from the Customer and ensuring its effective communication to the relevant teams within AuditSoft for appropriate action. This role is central to facilitating a seamless and responsive feedback loop between the Customer and AuditSoft, aimed at driving customer satisfaction and success throughout the engagement.

1.4 “Auditors” collectively refers to External Auditors, Internal Auditors, Student Auditors, or Team Auditors, where: (a) “External Auditor” is a Customer certified auditor authorized to conduct Certification Audits on the Customer’s behalf. (b) “Internal Auditor” is a Customer certified auditor employed by the entity under assessment, typically authorized to conduct Maintenance Audits as part of a continuous improvement process exclusively for their employer between Certification Audits. (c) “Student Auditor”, also referred to as a “Provisional Auditor”, is an auditor undergoing training to become either an External Auditor or an Internal Auditor.

1.5 “Authorized User” refers to any individual whom the Customer has explicitly authorized to access and utilize the Product on behalf of the Customer, for purposes directly related to the Customer’s operational needs and within the scope defined by the Customer’s subscription. This includes the Customer’s employees, agents, and contractors invited by the Customer to access the Product. The Customer commits to undertaking thorough vetting procedures for all such Authorized Users to ensure they meet the Customer’s standards for access. The Customer also agrees to implement and maintain appropriate security measures to prevent unauthorized access to the Product. For the avoidance of doubt, AuditSoft shall not be held liable for any unauthorized access to the Product that arises as a result of the Customer’s actions or omissions in granting access to users who have not been properly authorized or vetted.

1.6 “Custom Feature” refers to any changes or additions to the Product, distinct from Maintenance, and Enhancements, explicitly requested by the Customer. These Custom Features are to be added to the Product solely at the Customer’s request, with all such requests processed through the official AuditSoft Change Request procedure. Each Custom Feature request will be assessed individually, requiring a separate development quote, approval, and compensation arrangement.

1.7 “Customer Content” means the content provided to AuditSoft, or otherwise made available to AuditSoft, by the Customer or its Representatives, for use in the configuration of the Product as part of the Subscription Services.

1.8 “Customer Project Lead” shall mean the individual designated by the Customer, who shall serve as the sole and primary point of contact between the Customer and AuditSoft for the duration of the project. This individual is vested with the authority and responsibility for making all final decisions pertaining to the project’s requirements, change requests, deadlines, budget, and deliverables. The Customer Project Lead is responsible for consolidating and communicating feedback from all Customer stakeholders to enhance operational efficiency. The identification and appointment of the Customer Project Lead shall be formalized during the project kickoff meeting.

1.9 “Documentation” encompasses all manuals and technical materials related to the Product, furnished by AuditSoft to the Customer.

1.10 “Effective Date” is the commencement date of this agreement as specified in the Subscription Order Form.

1.11 “Enhancement” includes any modifications, additions, or improvements to the Product that surpass its initial specifications at the Effective Date. Such changes, not classified as Custom Features, are made at AuditSoft’s discretion, and may involve significant new functionality or substantial performance improvements via system design or coding modifications, or customization of the Product. Enhancements aim to introduce new features, functionalities, or capabilities as part of the Product’s continuous development, covering all new versions of the Product released by AuditSoft that notably enhance functions or performance, along with related Documentation.

1.12 “Maintenance” covers services aimed at maintaining the Product’s functionality and operational status in line with this Agreement’s specifications and performance standards. This includes identifying and resolving defects, errors, or issues (“Bugs”) affecting the Product’s intended use, providing updates and patches for security vulnerabilities or compatibility with updated third-party systems or platforms, and offering technical support for operational issues. Maintenance does not cover changes, enhancements, or additions that increase the Product’s functionality, features, or capabilities beyond the scope of the original agreement.

1.13 “Maximum Use” refers to the highest level of usage permitted under this subscription Agreement, quantified by specific metrics, such as number of users, transactions, data volume, etc., during the applicable Subscription Period. This limit is set to ensure the fair and optimal use of the service by the Customer. It is important to note that “Maximum Use” defines usage constraints for the duration of the current Subscription Period only and does not imply the acquisition, purchase, or rollover of licenses, tokens, or any usage rights beyond the end of the current Subscription Period.

1.14 “Overage” is defined as the measure of consumption that exceeds the stipulated “Maximum Use” limit of the Service or Product as outlined in this subscription Agreement. Overage is calculated based on the actual usage recorded on the last day of each Subscription Period during the term of this agreement. Any use beyond the “Maximum Use” limit may result in additional charges, limitations of service, or other actions as outlined in this Agreement.

1.15 “Product” denotes the standardized suite of software solutions and services furnished by AuditSoft to the Customer, as itemized in the Subscription Order Form and clarified within this Agreement. This term encapsulates AuditSoft’s pre-developed software applications, platforms, and tools, including but not limited to the AuditSoft desktop and web platforms, and the AuditXchange web suite of tools. The Product is provisioned to the Customer complete with Setup Services as delineated in Section 3 “Setup Services and Customer Acknowledgement” of this Agreement. While the Product is based on AuditSoft’s standardized software offerings, it is configured — not customized — to align with the Customer’s operational requirements. The configuration process may involve setting up the software to utilize specific functionalities and integrate with third-party content and software, provided in executable object code format. The precise composition and capabilities of the Product are defined by the choices indicated in the Subscription Order Form, ensuring the AuditSoft solutions are adapted to meet the agreed-upon objectives and deliverables of the Customer. It is important to note that the term “Product” within this Agreement refers to the configured ensemble of AuditSoft’s proprietary solutions, potentially inclusive of third-party elements, alongside the Services to incorporate Customer Content, forming the standardized yet tailored solution provided to the Customer.

1.16 “Renewal Term” upon the expiry of the Term, this agreement shall automatically renew for successive renewal term of one Subscription Period each, unless either party gives written notice of its intention not to renew at least 60 days before the end of the then-current term.

1.17 “Subscription Period” refers to the duration for which the Customer is entitled to access and use the Product under the terms of this Agreement. Each Subscription Period shall be defined as a calendar year, commencing on January 1st and concluding on December 31st, unless an alternative period is explicitly stipulated within the Subscription Order Form associated with this Agreement. The Agreement may encompass multiple consecutive Subscription Periods, subject to renewal terms as outlined herein. Should the Effective Date of this Agreement fall partway through a calendar year, the duration of the initial Subscription Period may be prorated accordingly, resulting in a shorter period that aligns with the remaining portion of that calendar year. This adjustment ensures that subsequent Subscription Periods revert to the standard full calendar year cycle, promoting consistency and ease of administration in line with industry best practices.

1.18 “Subscription Services” shall mean the ongoing service provided by AuditSoft that grants the Customer, a non-exclusive, non-transferable, and revocable right to access and use the Products for the Term, purpose and services expressly set forth in this Agreement. These encompass, without limitation, the right to utilize the Products, associated data storage, regular software updates and enhancements, security features, and customer support services provided by the AuditSoft in connection with the Products. (a) The Customer’s right to access and use the Subscription Services and non-exclusive, non-transferable, and revocable right to access and use the Products is conditional upon the Customer’s compliance with the terms of this Agreement and the timely payment of all applicable subscription fees. (b) Upon the expiration or earlier termination of this Agreement, the Customer’s right to access and use the Subscription Services, including any associated rights to access the Products, shall immediately cease. (c) AuditSoft shall not be obligated to provide the Customer access to the Products post-termination or expiration of this Agreement, and the Customer shall cease all use of the Subscription Services and ensure that its Authorized Users do likewise.

1.19 “Setup Services” means the Product software implementation, configuration, training and support provided by AuditSoft to Customer as detailed in Section 3 of this Agreement.

1.20 “Subscription Order Form” refers to a document executed by the Customer that specifies the Subscription Services selected, the quantities, the fees, and other transaction-specific details. Execution can occur through a physical or electronic signature, or by the Customer’s affirmative action of paying an invoice issued pursuant to the Subscription Order Form. This form serves as an integral part of this Agreement and details the specific commitments undertaken by the Customer concerning the use of the Services provided by AuditSoft. In cases of discrepancies or inconsistencies between this Agreement and any Subscription Order Form, the terms of this Agreement will generally prevail. However, if a Subscription Order Form explicitly amends a specific term of this Agreement and is duly signed by authorized representatives of both parties, the modified term in the Subscription Order Form will take precedence over the corresponding term in this Agreement for the purposes of the transaction it governs.

1.21 “Team Auditor” means a group of Auditors who are collectively working together on a single Audit to be submitted to Customer.

1.22 “Term” refers to the initial period for which this agreement is in effect, commencing on the Effective Date and continuing for a period as defined in the Subscription Order Form, unless earlier terminated in accordance with the provisions of this agreement. The initial Term together with any Renewal Terms are collectively referred to as the “Term”.

1.23 “Usage Measure” refers to the standard unit or metric by which the usage of the service is quantified and evaluated over the term of this agreement. All Usage Measures under this agreement are expressed in alignment with the Subscription Period. For the specific context of auditor usage in company audits, the Usage Measure is defined as follows: (a) “AuditSoft License Usage” is quantified based on a ‘per user’ basis for each unique Auditor participating in a specific annual Audit. An instance of use is recorded each time a unique Auditor engages with the Product to conduct or participate in a unique audit within a given Subscription Period. This approach ensures that usage is accurately tracked and attributed to individual Auditors, reflecting the actual consumption of services during the annual audit cycle. (b) “Audit Count” refers to the total number of Audits or Assessments that are completed by the Customer, and its Authorized Users, within the Subscription Period. Each audit, once initiated and brought to completion within the System, counts as a single unit of usage towards the Customer’s overall consumption of the service for that Subscription Period. (c) “Company Count” refers to the total number of distinct companies for which data is actively managed, stored, or processed within the service platform during the Subscription Period. This count includes each separate legal entity or business unit for which the Customer requires the service to manage data, regardless of the volume of data or the number of individual audits, assessments, or other operations performed for each company.

2. INTELECTUAL PROPERTY RIGHTS

2.1 Ownership and Rights: All rights, title, and interest in the Products, Training Courses, Documentation, source code, including all copies, Custom Features, Maintenance and Enhancements, shall remain exclusively with AuditSoft. AuditSoft reserves all intellectual property rights associated with the Products and any related deliverables, irrespective of their form or medium.

2.2 Pre-existing and Developed Intellectual Property: Each party retains all rights to its pre-existing intellectual property, including software, ideas, concepts, know-how, development tools, and techniques, whether developed or acquired before or after the Effective Date, independently of the other party’s intellectual property. Specifically, AuditSoft maintains ownership over: (a) All proprietary methodologies, processes, technologies, algorithms, and development tools used or created in Service delivery, excluding any use of the Customer’s intellectual property. (b) Concepts, methodologies, and know-how developed or documented during Service provision, remain in the intellectual domain of AuditSoft. (c) AuditSoft-owned software tools used in deliverables production, with no implied licenses on patents, trade secrets, trademarks, or copyrights, unless expressly stated. (d) Rights to current branding, marketing, distribution of derivatives, and peripherals for AuditSoft Products, exclusive to Customers and Authorized Users.

2.3 Protection of Intellectual Property: The Customer is obligated to implement reasonable security measures to safeguard the AuditSoft’s intellectual property. Any AuditSoft-provided proprietary information, including system data, must be protected against unauthorized disclosure, with access limited to those authorized under this Agreement.

2.4 Copyright Claims and Usage: AuditSoft asserts all rights under federal and international copyright laws for programming and documentation as copyrighted works. The Customer must reproduce and include AuditSoft’s copyright notices and proprietary legends in all copies of the Products, consistent with the originals and media provided.

2.5 Restrictions on Rights: The Customer acknowledges no acquisition of rights, title, or interest in any AuditSoft, or supplier-owned copyrights, trademarks, patents, or other proprietary rights related to the Products. Any alteration, concealment, or unauthorized use of these proprietary notices is strictly prohibited.

2.6 Notification and Cooperation in Protection: The Customer is required to immediately inform AuditSoft of any unauthorized possession or use of the Products by unauthorized entities and cooperate in any protective litigation pursued by AuditSoft to safeguard its proprietary Intellectual Property rights.

3. SETUP SERVICES AND CUSTOMER ACKNOWLEDGEMENT

3.1 Overview of Products: The Product is a comprehensive enterprise solution designed for Auditing and associated data management and data analysis, leveraging industry best practices and the collective expertise of industry subject matter experts, multiple industry associations, and thought leaders.

3.2 Standardization and Support: The implementation of industry best practices within the Product enables it to support multiple customers in a scalable manner through: (a) A unified Product utilized across our customer base, ensuring continuous evolution and improvement. (b) Standardized onboarding, support, and training processes to facilitate user success and enabling professional Auditors to seamlessly work across various clients. (c) The adoption of industry-standard terminology across all support documents and online training materials (d) Access to a dedicated support team, thereby minimizing the learning curve for new users and reducing the administrative load on associations.

3.3 Configuration Approach: AuditSoft employs a template-based approach to tailor the Product to incorporate the Customer’s specific requirements and Customer Content without the need for Custom Feature development. This configuration may include: (a) Enabling or disabling Product features. (b) Configuring scoring metrics, rules, and local terminologies. (c) Integrating the software with analytics databases. (d) Requiring certain data fields for licensing and data workflow, such as unique account numbers and industry codes. (e) Configuration is designed to be efficient, typically requiring no more than a few weeks ensuring a cost-effective and rapid deployment.

3.4 Customer Acknowledgement: The Customer acknowledges the following which is central to delivery of a configured product within the terms: (a) AuditSoft provides a configured enterprise system within the current Product capabilities, not a bespoke software solution. Custom Feature development is excluded from the scope of the Setup Services engagement, unless it is explicitly addressed in the Subscription Order Form or as an addendum to this agreement. (b) Auditsoft supports industry best practices, methodologies, and processes. The standardization of terminology and processes is crucial for maintaining the Product integrity and efficiency. AuditSoft cannot accommodate requests for extensive customization of support content, documentation, online training, or standard workflows without incurring significant costs and associated complexities. (c) The Customer may need to adapt its existing workflows, terminology and /or training material to align with the processes and workflows of the Products. This alignment is essential for leveraging the full potential of the Product and ensuring the success of the implementation.

3.5 Configuration Period: The configuration of the Product is anticipated to span several weeks, during which AuditSoft shall configure the Product in accordance with the agreed-upon specifications set forth in the Subscription Order Form. AuditSoft commits to employing best efforts to complete the configuration process in a timely and efficient manner, ensuring the Customer Content as integrated within the Product meets the operational and functional requirements of the Customer within current Product capabilities.

3.6 Customer Responsibilities: (a) Designation of Customer Project Lead: The Customer will designate a Customer Project Lead at the outset of the project and will inform all Customer stakeholders of the role of the Customer Project Lead. (b) Coordination with AuditSoft Customer Success Manager: The Customer Project Lead will actively engage with the designated AuditSoft Customer Success Manager throughout the duration of the project. The Customer acknowledges the role of the AuditSoft Customer Success Manager as the primary liaison for capturing and addressing Customer feedback, ensuring effective communication between the Customer and the AuditSoft team. (c) Customer Content Accuracy and Provision: The Customer shall be solely responsible for supplying AuditSoft with all necessary Customer Content, including but not limited to, audit standards, criteria and any other relevant information required for the configuration of the Product. It is imperative that the Customer ensures the completeness, finality, and accuracy of all such Customer Content provided. AuditSoft’s configuration efforts will be based on the premise that the provided Customer Content accurately reflects the Customer’s operational and audit requirements. Should the configuration require alterations due to inaccuracies, omissions, or errors in the Customer Content provided by the Customer, such modifications will be considered beyond the scope of the original service agreement. Consequently, any necessary adjustments will be subject to additional charges at rates stipulated in the agreement. (d) Product Review and Acceptance: Post-configuration, the Customer is obligated to undertake a meticulous review and rigorous testing of the Product to verify its compliance with the specified requirements and operational adequacy. This review process includes, but is not limited to: (i) Assessing the Products functionality to ensure alignment with the provided Customer Content and audit/assessment standard(s). (ii) Identifying any issues, discrepancies, or areas for enhancement that may impede the Product’s intended use. (e) The Customer agrees to communicate feedback, concerns, and approval in a timely manner, facilitating the prompt completion of the configuration process. The provision of feedback and necessary approvals is critical to moving forward to formal acceptance and deployment of the configured Product.

3.7 Acceptance Criteria: The configured AuditSoft Product shall be deemed accepted by the Customer and ready for official release upon the fulfillment of either of the following conditions, whichever occurs first: (a) Formal Acceptance: The Customer provides explicit written approval, signifying that the configured Product has been inspected, tested, and found to be satisfactory and in accordance with the specifications outlined in the service agreement. (b) Implied Acceptance: In the absence of formal written sign-off from the Customer, the use of the configured Product in a live production environment for the completion of ten (10) or more Audits shall constitute an implied acceptance of the Product. This implied acceptance indicates the Customer’s acknowledgment that the Product is functioning as required and is ready for full-scale operational use.

3.8 Post-Acceptance Modifications: Should the Customer require modifications to the Product following acceptance (whether formal or implied), such requests will be subject to the change management procedures specified in the service agreement. Additional charges and adjustments to the service terms may apply based on the nature and extent of the requested modifications.

4. USAGE

4.1 Calculation of Overage: On the last day of each Subscription Period, AuditSoft will review the Customer’s usage data to determine if the actual usage has exceeded the Maximum Use limit for that Subscription Period. If an Overage is identified, it will be calculated as the difference between the actual usage and the Maximum Use limit.

4.2 Adjustments for Subsequent Subscription Period: In the event of an Overage, the Maximum Use limit for the subsequent calendar year will be automatically adjusted to equal the actual usage of the prior year, which includes the Overage amount. This adjustment serves to realign the Maximum Use limit with the Customer’s actual service consumption patterns.

4.3 Pricing Adjustments: Following the adjustment of the Maximum Use limit for the subsequent Subscription Period, pricing for the subsequent Subscription Period will be revised, per the Subscription Order Form, to reflect the new Maximum Use limit, incorporating the Overage. The specific details of the pricing adjustment, including any additional fees or rates applicable to the Overage amount, will be communicated to the Customer in accordance with the terms of this agreement.

5. LICENCE GRANT AND USAGE RIGHTS

5.1 License Grant: AuditSoft grants to the Customer, including its Authorized Users, access to the Subscription Services for internal use only.

5.2 Permitted Use (a) Production and Testing: The Customer is authorized to utilize one (1) copy of the Product in a test environment, along with an unlimited number of copies for training purposes during the Term. The Customer may create additional testing instances at no extra charge, bearing all related hardware and infrastructure costs. Test and training instances must be licensed under the Company Name “Evaluation”; instances registered under any other name will not qualify as test or training instances and will count towards Usage. (b) Account Security: The Customer is required to provide accurate account information, including username, password, and email address. The Customer, and its Authorized Users, must maintain the confidentiality and security of this information and promptly inform AuditSoft of any unauthorized account activity. The Customer agrees to indemnify AuditSoft against any misuse of the account.

5.3 Branding: The Customer consents as part of this Agreement that AuditSoft may modify the Product to incorporate the Customer’s branding. Any changes to the initially agreed branding will require the Customer’s written consent. The Customer confirms it has the rights to use or license the trademarks or logos provided to AuditSoft for inclusion in the Product.

5.4 Use Restrictions: The Customer agrees not to: (a) Create additional copies of the Product. (b) Make more copies of the Documentation than necessary, barring a single archival copy. (c) Alter or remove any proprietary notices on the Product or Documentation. (d) Engage in any form of reverse engineering or derivative creation from the Product. (e) Bypass any access or use restrictions put in place by AuditSoft or its suppliers. (f) Rent, lease, or sublicense the Product beyond the agreed terms without AuditSoft’s consent. (g) Share passwords or activation/license details with unauthorized users. (h) Use the Product in any manner that breaches this agreement.

5.5 End-User License Compliance: The Customer shall ensure that all Authorized Users adhere to the terms of the Software’s End-User License Agreement as made available within the Product.

6. MAINTENANCE AND SUPPORT SERVICES

6.1 Scope of Services: AuditSoft commits to providing comprehensive maintenance and support services to ensure optimal software performance and user satisfaction. These services include:

6.2 Updates and IT Infrastructure Requirements: AuditSoft will periodically deploy Maintenance and Enhancement releases for the Product, aimed at improving functionality, security, and overall performance. These updates reflect the continuous improvement commitment of AuditSoft and align with the enhancements provided to other customers under similar agreements. Customers are authorized, and indeed encouraged, to implement these updates promptly to ensure optimal Product performance and security. (a) To facilitate the seamless integration and functionality of these updates, it is incumbent upon the Customer to ensure that its internal IT infrastructure is current and fully compatible with the Product. This includes, but is not limited to, ensuring that operating systems, network configurations, and other critical IT components are up-to-date and capable of supporting the Product’s latest versions. Furthermore, the Customer must ensure that its IT infrastructure does not obstruct access to the solutions, particularly those published on the internet or available in major operating system app stores, which may be integral to the Product’s functionality.

6.3 Support: AuditSoft offers telephone support for installation and operational queries during standard business hours (5:00 a.m. to 6:00 p.m. MST, weekdays, excluding holidays) and email support at [email protected]. The Customer Project Lead will appoint a primary Customer contact to facilitate direct communication with AuditSoft for troubleshooting and general Product inquiries.

6.4 Error Resolution: AuditSoft is dedicated to promptly addressing and rectifying any material software errors that significantly deviate from the documented performance standards. The Customer are required to provide a detailed written report of any such errors for AuditSoft to initiate corrective measures.

6.5 Exclusions: The maintenance and support services outlined do not cover on-site support, error correction, data conversion, consulting, customization, application development, training, or systems integration unless specifically required to meet AuditSoft’s obligations under this agreement. Services beyond the scope of standard maintenance and support may incur additional fees.

6.6 System Requirements: To maximize the Product’s performance and security, it is essential that Authorized Users adhere to the following system compatibility guidelines, as detailed on our: System Requirements page. These requirements are established to ensure that the Product functions efficiently and securely on supported platforms. (a) Minimum System Requirements: Authorized Users must ensure their systems meet or exceed the minimum specifications listed on our: System Requirements page as aforementioned. These specifications encompass operating systems, browser versions, hardware configurations, and any additional software prerequisites necessary for optimal Product operation. (b) Updates to System Requirements: The technology landscape is constantly evolving, with frequent updates to operating systems and web browsers. To maintain the highest level of security and functionality, we periodically revise our System Requirements to reflect these changes. This may include the discontinuation of support for obsolete or unsupported operating systems and browsers no longer maintained by their developers. (c) Transitioning from Unsupported Platforms: When an operating system or browser version is declared obsolete and removed from our supported list, we will provide timely notifications to our users. This advance notice aims to allow sufficient time for transition to supported platforms, ensuring uninterrupted access to the Product. (d) We encourage all users to regularly review the System Requirements page and plan upgrades accordingly to remain compliant with the supported environments. Staying updated with the latest supported versions not only ensures compatibility with our Product but also enhances overall system security and performance.

7. COMPLIANCE WITH PRODUCT TERMS OF USE BY AUTHORIZED USERS

7.1 Authorized User Compliance: The Customer acknowledges and agrees that all Authorized Users of the Product must comply with the Product Terms of Use as set forth by AuditSoft. These Terms of Use are accessible at https://auditsoft.co/terms-conditions/ and may be updated from time to time at AuditSoft’s sole discretion. Compliance with these Terms of Use is mandatory for all Authorized Users upon their first use of the Product and throughout the duration of their use and subsequent use.

7.2 The Customer shall ensure that each Authorized User is made aware of and agrees to adhere to the Product Terms of Use before being granted access to the Product. The Customer further agrees to monitor and enforce compliance with the Product Terms of Use by all Authorized Users and to promptly address any violations of such terms.

7.3 In the event of any conflict between the Product Terms of Use and this Agreement, the terms of this Agreement shall prevail with respect to the use of the Product by the Customer and its Authorized Users. AuditSoft reserves the right to modify the Product Terms of Use at any time, and it is the Customer’s responsibility to review the Product Terms of Use periodically to ensure compliance.

8. FEES AND PAYMENTS

8.1 Payment. Customer shall pay all fees or charges (“Fees”) as specified on each Subscription Order Form and/or Custom Feature statement of work (“SOW”). All payment obligations are non-cancelable, all amounts paid are nonrefundable, and quantities purchased cannot be decreased during the relevant Subscription Term. Unless otherwise set forth in the applicable Subscription Order Form / SOW, payment terms are net 30 days from the date of AuditSoft’s invoice, without offsets or deductions of any kind. Unless otherwise set forth in the applicable Subscription Order Form / SOW, all prices are stated in Canadia dollars, and all payments are due in Canadia dollars. If the Customer believes an invoice is incorrect, the Customer must contact AuditSoft in writing within 30 days of the date of the invoice in question to be eligible to receive an adjustment or credit.

8.2 Taxes and Fees. AuditSoft’s Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and the Customer shall be responsible for payment of all such taxes, levies, or duties. If AuditSoft has the legal obligation to collect taxes (including GST, PST or HST) for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides AuditSoft with a valid tax exemption certificate authorized by the appropriate taxing authority.

8.3 Fee Changes. AuditSoft reserves the right to increase Fees no more than once every 12 months during the Subscription Term in accordance with the Subscription Order Form.

8.4 Remedies for Non-Payment. In addition to any other rights granted to AuditSoft herein, if any undisputed charge owing by Customer to AuditSoft under this Agreement is 30 days or more overdue, AuditSoft reserves the right to suspend Customer’s access to the Product and Services until such amounts are paid in full. Delinquent invoices are subject to interest of 1% per month on any outstanding balance, or the maximum permitted by law, whichever is less, from the date of the delinquency notice, plus all reasonable expenses of collection.

9. PRIVACY AND DATA PROTECTION

9.1 Data Control and Legislation Compliance: All data collected by AuditSoft in the provision of Services shall be controlled by the Customer, subject to the provisions of the Freedom of Information and Protection of Privacy Act (Alberta), and any analogous or subsequent legislation. AuditSoft commits to complying with all applicable legislation regarding access to and protection of personal information in the execution of its services under this Agreement.

9.2 Privacy Obligations and Information Use: AuditSoft shall adhere to all relevant privacy and personal information access requirements as they pertain to its operations under this Agreement. The Customer acknowledges that the Product will gather data concerning Product activation, validation (“License Information”), user interactions and performance within the Product (“Usage Information”) and link this data with the Customer’s account information. Such data may be transmitted to AuditSoft and will be used in accordance with AuditSoft’s Privacy Policy, available at https://auditsoft.co/privacy-policy/. By entering into this Agreement, the Customer affirms having reviewed and agreed to the terms of AuditSoft’s Privacy Policy.

9.3 Confidentiality of Information: Both AuditSoft and the Customer agree to maintain the confidentiality of all business-related information, including but not limited to data, processes, technical details, and techniques learned or accessed through the performance of Services or any research and development activities under this Agreement (“Confidential Information”). Each party (“Recipient”) shall keep the Confidential Information secure and shall not disclose or utilize such information outside the scope of this Agreement without explicit written consent from the party disclosing the Confidential Information (“Discloser”). The Recipient is obligated to employ reasonable security measures to safeguard Confidential Information and to promptly inform the Discloser of any unauthorized access or use by an unauthorized entity.

9.4 Exceptions to Confidentiality: The obligations of confidentiality outlined in section

9.3 do not apply to information which the Recipient can demonstrably prove: (a) Became publicly known through no fault of the Recipient; (b) Was disclosed by a third party without a confidentiality obligation to the Discloser; (c) Was independently developed by the Recipient without reliance on the Discloser’s Confidential Information; (d) Was already known or in the possession of the Recipient prior to disclosure by the Discloser; (e) Is disclosed with the Discloser’s prior written consent; (f) Is required to be disclosed by law, court order, or request by a governmental or regulatory authority, including disclosure of audit results to government officials as part of investigations or enforcement actions.

9.5 Confidentiality of Pricing and Discounts. The Customer agrees to maintain the confidentiality of all pricing, discounts, and financial terms provided by AuditSoft under this Agreement. Such information shall be considered Confidential Information and shall not be disclosed to any third party without the prior written consent of AuditSoft. The Customer acknowledges that the disclosure of such information could cause substantial harm to AuditSoft’s business interests. This confidentiality obligation shall survive the termination or expiration of this Agreement.

10. LIMITED WARRANTY

10.1 Product Warranty Disclaimer: The Product is provided to the Customer on an “AS IS” basis, with all use at the Customer’s sole risk. AuditSoft, along with its suppliers, expressly disclaims all warranties, whether express or implied, to the fullest extent permitted by law, including but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. AuditSoft makes no warranty that the Product will be free from corruption, cyber attacks, viruses, interference, hacking, or other security intrusions, and expressly disclaims any liability related to such issues.

10.2 Originality of Work: To the best of AuditSoft’s knowledge as of the Effective Date, the Product, Documentation, and any Enhancements provided under this Agreement are original works of AuditSoft and do not infringe upon the intellectual property rights of any third party.

10.3 No Additional Warranties: Neither AuditSoft nor its affiliates, suppliers, subcontractors, or representatives provide any additional warranties, express or implied, statutory or otherwise. This expressly includes, but is not limited to, any warranty of conformity to descriptions, freedom from latent or patent defects, and any implied warranties of merchantability or fitness for a particular purpose. There are no guarantees that the use of the Product will be accurate, reliable, uninterrupted, or error-free.

10.4 Customer’s Risk Acknowledgment: The Customer acknowledges that any information transmitted to AuditSoft is done at the Customer’s own risk, and AuditSoft shall not be liable for any loss or damage related to such information.

10.5 Legal Information Disclaimer: Resources provided as part of the Product are intended for general guidance and support only and should not be construed as legal advice. AuditSoft recommends that the Customer consult with legal and other qualified professionals to ensure that the information, and the Customer’s interpretation of it, is suitable for the Customer’s specific situation.

11. LIMITATION OF LIABILITY

11.1 Limitation on Damages: Under no circumstances shall either AuditSoft or the Customer be liable for any indirect, special, incidental, consequential, or punitive damages, including but not limited to, lost profits, business interruption, loss of data or information, regardless of whether such damages were foreseeable or whether either party has been advised of the possibility of such damages. The foregoing limitation shall not apply to the extent prohibited by law.

11.2 Remedies and Liability Cap: The total liability of AuditSoft and its suppliers under this Agreement, for any claim, shall be limited to the greater of one dollar (C$1.00) or the total amount paid by the Customer to AuditSoft for the Subscription Services during the Subscription Period within the claim is made. This limitation reflects the allocation of risk between the parties under this Agreement and is an essential element of the basis of the bargain between the parties. The use of the Product is intended for users with the necessary expertise. AuditSoft and its representatives assume no responsibility for any consequence relating directly or indirectly to any action or inaction based on the Product’s information. AuditSoft does not provide professional services or advice through the Product, nor does it owe any duty to any person or entity as a result of making the Product available.

12. INDEMNIFICATION

12.1 Indemnification by AuditSoft: AuditSoft agrees to defend the Customer against any claim that the Product infringes any intellectual property rights of a third party, and shall indemnify and hold the Customer harmless from and against any damages awarded as a result of such claim, provided that the Customer promptly notifies AuditSoft of the claim and cooperates with AuditSoft in the defense.

12.2 Indemnification by Customer: Customer agrees to defend AuditSoft against any claim that the Customer Content infringes on any intellectual property rights of a third party, and shall indemnify and hold AuditSoft harmless from and against any damages awarded as a result of such claim, provided that the AuditSoft promptly notifies Customer of the claim and cooperates with Customer in the defense.

13. TERMINATION

13.1 Termination for Breach: AuditSoft reserves the right to terminate this Agreement with immediate effect in the event of a material breach by the Customer. If the breach is rectifiable, termination will follow a thirty (30) day written notification period, allowing the Customer time to remedy the breach. If the breach cannot be remedied within thirty (30) days, an extension may be granted provided the Customer is actively working to remedy the breach and presents a satisfactory plan for resolution to AuditSoft.

13.2 Termination Without Cause: The Customer may terminate this Agreement without cause, at its discretion, by providing AuditSoft with one hundred eighty (180) days’ advance written notice. No refunds will be issued for fees already paid upon such termination and Customer will pay the remaining value of the agreement contract including all discounts that were provided under this agreement are payable in full as listed within the Subscription Order Form.

13.3 Post-Termination Obligations: The obligations regarding confidentiality and the protection of intellectual property rights contained within the Products or otherwise disclosed during the Term of this Agreement shall survive termination and continue for as long as such information remains confidential.

14. DISPUTE RESOLUTION

14.1 Good Faith Negotiations. Without limiting the termination rights set out in section 13, in the event of a dispute between the parties to the Agreement (“Parties”) arising out of or in connection with this Agreement, the Parties shall make all reasonable efforts to resolve the dispute by amicable negotiations within twenty (60) calendar days after a written request by either Party.

14.2 Mediation and Arbitration. Without limiting the termination rights set out in section 13, in the event a dispute is not settled through negotiation, then the Parties shall try in good faith to settle the dispute by mediation in accordance with the ADR Institute of Canada Mediation Rules. If mediation is not successful, then unresolved disputes shall be submitted to final and binding arbitration. Such arbitration will take place in Calgary, Alberta, Canada and will be governed by the ADR Institute of Canada Arbitration Rules (“ADR Rules”). A single arbitrator shall be selected in accordance with the ADR Rules. The arbitrator’s award may be entered into any court having jurisdiction. Expenses and fees of any mediator and arbitrator will be shared equally by the Parties, but each Party shall otherwise bear its own legal and other expenses.

15. GENERAL PROVISIONS

15.1 Acceptable Use Policy (AUP)/Permissible Use: The Customer agrees to use the Product solely for lawful purposes and in accordance with the terms of this Agreement. Prohibited activities include, but are not limited to, unauthorized access, distribution of malicious software, and infringement of third-party rights.

15.2 Assignment and Succession: This Agreement shall be binding upon and inure to the benefit of the Customer and its lawful successors and assigns. The Customer shall not assign or transfer this Agreement, nor any rights or licenses granted herein, without the prior written consent of AuditSoft, which consent shall not be unreasonably withheld or delayed.

15.3 Entire Agreement: This Agreement embodies the entire understanding between the parties with respect to its subject matter, superseding all prior agreements, negotiations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be valid unless made in writing and signed by both Parties.

15.4 Amendment Process: Any amendments to this Agreement must be made in writing and signed by authorized representatives of both Parties. The amendment shall specify the sections of the Agreement being amended and the effective date of the amendment.

15.5 Conflicts Between Documents and Document Hierarchy: In the event of a conflict between the terms of this Master Subscription Agreement and any Subscription Order Form, the terms of this Agreement shall prevail, except where the Subscription Order Form expressly states that a specific provision of the Agreement is overridden, in which case the term of the Subscription Order Form shall govern with respect to that specific provision.

15.6 Non-Liability for Unforeseen Events (Force Majeure): Neither party shall be liable for failure to perform its obligations under this Agreement if such failure results from a force majeure event beyond the party’s reasonable control, including natural disasters, war, government actions, or strikes, provided that the affected party promptly notifies the other of the event and takes reasonable steps to resume performance as soon as possible.

15.7 Non-transferability of License: The Customer agrees not to sublicense, assign, or otherwise transfer the license granted under this Agreement. Any attempted transfer in violation of this provision shall be null and void. This Agreement shall be binding upon and benefit both the Customer and AuditSoft, along with their respective permitted successors and assigns.

15.8 Time of Essence: Time is of the essence in all respects of this Agreement.

15.9 Independent Contractors: AuditSoft and the Customer are independent contractors under this Agreement. No waiver, amendment, or modification of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement, including all related documents, shall be in English only.

15.10 U.S. Government End-Users: For U.S. Government end-users, AuditSoft’s Product is considered “commercial computer software” subject to Restricted Rights and is proprietary to AuditSoft. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions as outlined in the Defense Federal Acquisition Regulation Supplement (DFARS) and the Federal Acquisition Regulations (FAR), with AuditSoft as the manufacturer/supplier.

15.11 Waiver: No waiver of any provision of this Agreement shall constitute a continuing waiver or waiver of any other provision unless expressly stated.

15.12 Severability: Should any provision of this Agreement be held invalid or unenforceable, such determination shall not affect the validity or enforceability of the remaining provisions.

15.13 Governing Law and Jurisdiction: This Agreement shall be governed by the laws of Alberta, Canada, excluding its conflict of laws principles and the United Nations Convention on Contracts for the International Sale of Goods. The parties agree to exclusive jurisdiction in the courts of Alberta, Canada, specifically Calgary, for any disputes arising out of this Agreement. Both Parties waive any right to a jury trial, except where required by law. The prevailing party in any legal proceedings is entitled to recover reasonable attorney’s fees.

15.14 Notices: Notices under this Agreement shall be deemed effective upon receipt and may be delivered via mail, email, courier, or personal delivery to the addresses specified below, with all costs prepaid