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Service Agreement

AskCipher Service Agreement

Updated July 1, 2025



This Services Agreement forms an agreement between the customer identified on the first page of the Order Form ("Customer") and AskCipher Inc. ("AskCipher") and is entered into on the Service Terms Effective Date identified in the first Order Form entered into between Customer and AskCipher (the "Effective Date"). Each of AskCipher and Customer will individually be referred to as a "Party" and jointly as the "Parties". This Agreement sets forth the terms and conditions that govern AskCipher's provision of and Customer and its Permitted Users access to and use of the AskCipher Services.

Definitions
Capitalized terms used in this Agreement have the meaning ascribed to them in the preamble or in Exhibit A attached hereto.

AskCipher Platform and AskCipher APIs

Provisioning of the AskCipher Platform. Subject to Customer's and its Permitted Users' compliance with the terms and conditions of this Agreement, AskCipher will make the AskCipher Platform available to Customer on the terms and conditions set out in this Agreement and the Documentation, including all applicable Order Forms. Customer is responsible for identifying and authenticating all Permitted Users, for ensuring only Permitted Users access and use the AskCipher Platform, and for Permitted Users' compliance with this Agreement.

API License. AskCipher grants Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferrable, royalty-free license to access and use the AskCipher API solely to, and at all times in accordance with this Agreement and the Documentation: (i) connect Approved Customer Applications to the AskCipher Platform; and (ii) exchange Customer Data between an Approved Customer Application and the AskCipher Platform.

Order Forms. Customer may, from time to time, in its discretion, request that AskCipher provide Customer with services, including the AskCipher Services. The Parties will identify all such services and any additional terms and conditions relating to such services in an Order Form and will negotiate the terms of such Order Form acting in good faith. Each Order Form will be based on AskCipher's standard form of Order Form. Upon the execution by the Parties of an Order Form, the services described in such Order Form will be deemed part of the AskCipher Services and the applicable obligations of AskCipher pursuant to this Agreement, and subject to the terms and conditions hereof.

Use of AskCipher APIs. Customer may request one or more API keys from AskCipher (each, an "API Key") for use in connection with the AskCipher API. Customer acknowledges that such API Keys are AskCipher's Confidential Information. Customer may not share the API Keys with any third party without AskCipher's prior consent. In addition, AskCipher may, in its sole discretion, change, cancel, or discontinue the API Keys at any time, without Customer's consent. Unless otherwise set out in an Order Form, the number of calls Customer makes to the AskCipher API during any given period may be limited, at AskCipher's sole discretion, based on various factors that include the manner in which Customer makes calls to the AskCipher API and the anticipated volume of use associated with Customer. Customer acknowledges and agrees that AskCipher may monitor Customer's use of the AskCipher API and that Customer will not block or otherwise interfere with AskCipher's monitoring. At AskCipher's request, Customer will provide AskCipher access to, and use of, the Approved Customer Applications, at no cost to AskCipher, for the purpose of monitoring or reviewing the Approved Customer Applications for compliance with this Agreement. AskCipher reserves the right to change the AskCipher API and related Documentation at any time and without notice. Customer acknowledges and understands that these changes may require Customer to make changes to the Approved Customer Applications at Customer's own cost and expense.

Restrictions on Use. Customer will not itself, nor will it permit others, including the Permitted Users, to:
  • sub-license, sell, rent, lend, lease or distribute the AskCipher Platform or any intellectual property rights therein, or otherwise make the AskCipher Platform available to others;
  • use or access the AskCipher Platform:
    • (A) in violation of any applicable law or intellectual property right;
    • (B) in a manner that threatens the security or functionality of the AskCipher Platform; or
    • (C) for any purpose or in any manner not expressly permitted in this Agreement;
  • use the AskCipher Platform, AskCipher Connectors or AskCipher APIs to create, collect, transmit, store, use or process any Customer Data other than in accordance with this Agreement;
  • upload to the AskCipher Platform or otherwise use the AskCipher Platform in connection with any documents, information or data that:
    • (A) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
    • (B) Customer does not have the lawful right to create, collect, transmit, store, use or process; or
    • (C) violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);
  • Modify the AskCipher Platform;
  • reverse engineer, de-compile or disassemble the AskCipher Platform or perform any vulnerability, penetration or similar testing of the AskCipher Platform;
  • remove or obscure any proprietary notices or labels on the AskCipher Platform, including brand, copyright, trademark and patent or patent pending notices; or
  • access or use the AskCipher Platform for the purpose of building a similar or competitive product or service.


Suspension of Access; Scheduled Downtime; Modifications. AskCipher may from time to time in its discretion and without limiting any of its other rights or remedies:
  • suspend Customer's access to or use of the AskCipher Platform, AskCipher Connectors or AskCipher APIs:
    • for scheduled maintenance;
    • due to a Force Majeure Event;
    • if AskCipher believes in good faith that Customer or any Permitted User has violated any provision of this Agreement;
    • to address any emergency security concerns; or
    • if required to do so by a regulatory body or as a result of a change in applicable law; and
  • make any Modifications to the AskCipher Platform.


Subcontracting. AskCipher may engage third parties to provide the AskCipher Services, including cloud providers, large language model providers and artificial intelligence providers (each, an "AskCipher Subcontractor"). Customer acknowledges and agrees that AskCipher Subcontractors may Process Customer Data in connection with AskCipher or the AskCipher Subcontractor providing the AskCipher Services or otherwise in connection with AskCipher exercising its rights or performing its obligations under this Agreement. The delegating or subcontracting of all or any part of AskCipher's obligations set out in this Agreement to any AskCipher Subcontractor will not relieve AskCipher from any obligation or liability under this Agreement. AskCipher will remain responsible for the performance of all or any part of its obligations set out in this Agreement performed by any AskCipher Subcontractors to the same extent as if such obligations were performed by AskCipher. Any act or omission by any AskCipher Subcontractor in breach of this Agreement, or that would have been a breach of this Agreement if done or not done by AskCipher, will be deemed to be a breach of this Agreement by AskCipher.

Change Management. Customer may, at any time during the Term, request in writing changes to the AskCipher Services. AskCipher will evaluate and, if agreed, implement all such requested changes using commercially reasonable efforts. No requested changes will be effective unless and until they are recorded in writing, signed by both Parties (each, a "Change Order"). AskCipher will not be obligated to implement any changes (each, a "Change") unless agreed to in writing in a Change Order. Charges related to Changes will be dealt with in a Change Order. Customer acknowledges and agrees that AskCipher may Modify the AskCipher Services at any time and from time to time in its discretion; provided, however, that AskCipher will not make any Material Change to the AskCipher Services without the prior consent of Customer.

Third-Party Services. If the AskCipher Services include services and products which are provided by third parties, Customer must agree to additional terms and conditions which govern its use of such services and products (the "Third-Party Services"). The AskCipher Platform may contain features designed to interoperate with Third-Party Services. AskCipher cannot guarantee the continued availability of such AskCipher Platform features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if, for example, and without limitation, the provider of a Third-Party Service ceases to make the Third-Party Service available for interoperation with the corresponding AskCipher Platform features.

Customer Applications. The AskCipher Platform is designed to integrate or interface via connectors (the "AskCipher Connectors") with certain approved third-party applications set out in the applicable Order Form (each, an "Approved Customer Application"). To use an AskCipher Connector, Customer will be required to obtain access to the applicable Approved Customer Application directly from the third-party provider of such Approved Customer Application, and may be required to grant AskCipher access to Customer's accounts on such Approved Customer Application. If Customer desires to use an AskCipher Connector with an Approved Customer Application: (i) Customer will be responsible for separately obtaining or licensing the use of the Approved Customer Application from the applicable third-party provider and for compliance with the applicable contractual and payment terms imposed on it by the third-party provider; and (ii) Customer grants AskCipher permission to allow the Approved Customer Application and its third-party provider to Process Customer Data as required for the interoperation of that Approved Customer Application with the AskCipher Platform. Customer represents and warrants to and covenants with AskCipher that it has all necessary rights, licenses and authority to enable AskCipher to integrate or interface with the Approved Customer Applications and to exchange Customer Data between the AskCipher Platform and the Approved Customer Application. AskCipher does not provide any warranty or support in respect of Approved Customer Applications. AskCipher is not responsible or liable for any Processing of Customer Data by any Approved Customer Application or its third-party provider. AskCipher does not guarantee that third-party providers of Approved Customer Applications will continue to make the Approved Customer Applications or any of their features or functionalities available to Customer. AskCipher may, at any time, terminate the AskCipher Connector between the AskCipher Platform and an Approved Customer Application, without entitling Customer to any refund, credit or other compensation. AskCipher will give Customer as much notice as is reasonably possible before AskCipher terminates an AskCipher Connector to an Approved Customer Application pursuant to this Section.

Ownership; Reservation of Rights

Customer Property. As between Customer on the one hand and AskCipher on the other hand, Customer is and will be the exclusive owner of all of the following and all intellectual property rights therein: (i) Customer Data; (ii) Customer's Confidential Information; and (iii) all hardware, software, systems, documentation, content, trademarks, information and intellectual property that is or has been procured, created, or developed by Customer prior to the Effective Date or after the Effective Date but independent of this Agreement. Customer grants to AskCipher a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right and license to access, collect, use, process, store, disclose and transmit Customer Data to: (i) provide the AskCipher Services; (ii) improve and enhance the AskCipher Platform and its other offerings, including to train, finetune and develop the artificial intelligence models incorporated into the AskCipher Platform or its other offerings; and (iii) produce Aggregated Data and Usage Data.

AskCipher Property. As between AskCipher on the one hand and Customer on the other hand, AskCipher is and will be the exclusive owner of all of the following and all intellectual property rights therein (collectively, the "AskCipher Property"): (i) the AskCipher Services, including the AskCipher Platform, AskCipher Connectors and AskCipher API; (ii) AskCipher's Confidential Information; (iii) the Usage Data, the Aggregated Data and all Feedback; (iv) all hardware, software, systems, documentation, content, trademarks, information and intellectual property that is or has been procured, created, or developed by or on behalf of AskCipher (whether alone or jointly with one or more persons, including Customer, and whether such activities occurred prior to or after the Effective Date and independent of or in connection with this Agreement) or created or developed for, or licensed to, AskCipher by another person; (v) anything developed or delivered by or on behalf of AskCipher under this Agreement; and (vi) any Modifications to the foregoing (i), (ii), (iii), (iv) and (v). All rights not expressly granted by AskCipher to Customer under this Agreement are reserved by AskCipher.

Assignment. To the extent any right, title or interest in or to the AskCipher Property does not automatically and immediately vest in AskCipher, Customer: (i) hereby assigns and transfers to AskCipher; (ii) agrees to assign and transfer to AskCipher; and (iii) agrees to cause Customer's personnel to assign and transfer to AskCipher, as and when created, all right, title and interest (including any intellectual property rights), throughout the world, in and to all such AskCipher Property, and Customer will cause all Customer's personnel to waive, for the benefit of AskCipher and its successors, assigns, licensees and contractors, their respective moral rights (and any similar rights to the extent that such rights exist and may be waived in each and any jurisdiction throughout the world) in and to such AskCipher Property.

Feedback. To the extent that Customer or any Permitted User submits ideas, suggestions, documents, or proposals regarding the AskCipher Services to AskCipher ("Feedback"), Customer acknowledges and agrees that notwithstanding anything to the contrary set out in this Agreement: (i) the Feedback does not contain confidential or proprietary information and AskCipher is not under any obligation of confidentiality with respect to the Feedback; and (ii) AskCipher will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to Customer for such use.

No Personal Information
Customer represents and warrants to and covenants with AskCipher that it will not upload, transmit, disclose or otherwise make available any Personal Information to the AskCipher Platform or AskCipher.

Customer User Account
Upon Customer's request, AskCipher will issue one or more accounts (each, a "Customer User Account") to Customer for use by its employees and independent contractors that Customer wishes to have access to and use of the AskCipher Platform (each, a "Permitted User"). Customer will not permit anyone other than a Permitted User to use or access the AskCipher Platform, including Customer's customers. Customer will ensure that Permitted Users only use the AskCipher Platform through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer will promptly notify AskCipher of any actual or suspected unauthorized use of the AskCipher Platform. AskCipher reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose. Customer will ensure that all individual users of the AskCipher Platform, including Permitted Users, are contractually bound to terms and conditions with Customer that are no less restrictive or protective of AskCipher's rights than those set out in this Agreement. Customer is responsible for all acts and omissions of Permitted Users, any act or omission by a Permitted User that would constitute a breach of this Agreement if taken or not taken by Customer will be deemed to be a breach of this Agreement by Customer. Customer is responsible and liable for all uses of the AskCipher Platform resulting from access provided by Customer.

Support and Maintenance
Customer may report Service Incidents to AskCipher (each, a "Support Request"): (a) by email to support@askcipher.com; (b) through in-app chat support. AskCipher will have support personnel available during the hours [9:00AM to 5:00PM ET] on Business Days to receive and respond to Support Requests regarding all Service Incidents submitted by email, in-app chat support or telephone. The term "Service Incident" means any verifiable and reproducible problem, error, or defect in the AskCipher Services that adversely affects the availability, performance or security of the AskCipher Services.

Fees and Payment

Fees. Customer will pay to AskCipher the fees described in each Order Form (the "Fees"). Unless otherwise noted on an Order Form, all Fees are identified in United States dollars and are payable in advance. If Customer's use of the AskCipher Platform exceeds the usage limits set out in an Order Form or otherwise requires the payment of additional fees pursuant to the terms of this Agreement, Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement.

Changes to the Fees. The Fees are fixed for the Initial Term. For each Renewal Term, AskCipher reserves the right to increase the Fees for the AskCipher Platform on notice to Customer.

Invoicing. AskCipher will prepare and send to Customer, at the then-current contact information on file with AskCipher, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts within 30 days of the invoice date.

Disputed Invoices or Charges. If Customer believes AskCipher has charged or invoiced Customer incorrectly, Customer must contact AskCipher no later than 30 days after having been charged by AskCipher or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.

Late Payment. Customer may not withhold or setoff any amounts due under this Agreement. AskCipher reserves the right to suspend Customer's access to the AskCipher Platform and any delivery of Professional Services until all due and undisputed amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of 18% per annum, plus all expenses of collection, until fully paid. If any Fees remains unpaid for ten days following the date due, AskCipher may terminate this Agreement.

Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges, including any applicable interest and penalties payable in connection with the transactions contemplated by this Agreement, other than taxes based on the net income or profits of AskCipher.

Suspension. Any suspension of the AskCipher Services by AskCipher pursuant to this Agreement will not excuse Customer from its obligation to make payments under this Agreement.

Confidential Information

Definitions. For the purposes of this Agreement, the term "Confidential Information" means all information, technology, data, and other materials of any kind of a Party, or any of its Representatives, affiliates, customers, employees, licensors, or suppliers ("Discloser") that has been or is obtained by or otherwise comes into the possession or knowledge of the other Party, or any of its Representatives, affiliates, customers, employees, licensors, or suppliers ("Recipient"), whether such information was obtained by or came into the possession of Recipient prior to, on, or after the Effective Date, whether communicated orally, in writing or otherwise, and whether or not marked, designated, or otherwise identified as "confidential". Without limiting the foregoing, Confidential Information of a Discloser includes: (i) all of its notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations, and other similar materials; (ii) information concerning the business, affairs, technology, operations, properties, assets, employees, customers, suppliers, contracts, prospects, research, processes or methods, strategies and product roadmaps of Discloser; (iii) any information concerning Discloser's past, present or future customers, suppliers, technology or business; and (iv) any information which Recipient may discover, observe or otherwise become aware of during meetings between the Parties or Recipient's visits to the offices or facilities of Discloser. For clarity and notwithstanding the foregoing, Customer's Confidential Information will not include any Usage Data or Aggregated Data.

Exclusions from Confidential Information. Notwithstanding the foregoing, Confidential Information will not include any information that: (i) is publicly available prior to it being obtained by or becoming known to Recipient, or that subsequently becomes publicly available through no breach of this Agreement by Recipient; (ii) Recipient can demonstrate (through written records) was known to it prior to it being obtained by or becoming known to Recipient in connection with or as a result of entering into this Agreement; (iii) becomes known to Recipient from a third party, where Recipient had no reason to believe that such third party had any obligation of confidence with respect to such information, but only until Recipient subsequently comes to have reason to believe that such information was subject to an obligation of confidence; or (iv) Recipient can demonstrate (through written records) was independently developed by it or by individuals employed or engaged by Recipient who did not have any access to, or the benefit of, the Confidential Information of Discloser.

Confidentiality Covenants. The Recipient hereby agrees that during the Term and at all times following the Term it will not, except to exercise its rights or perform its obligations under this Agreement: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel, subcontractors or affiliates if and to the extent that such persons have a "need to know" such Confidential Information in connection with Discloser performing its obligations or exercising its rights under this Agreement and provided that such persons have entered into written agreements containing provisions no less protective of such Confidential Information than those contained in this Agreement; (ii) use Confidential Information of the Discloser; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will take industry standard precautions to safeguard the other Party's Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.

Exceptions to Confidentiality. Notwithstanding the confidentiality covenants, the Recipient may disclose the Discloser's Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party's business; or (iii) in the case of AskCipher, to potential assignees, acquirers or successors of AskCipher if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of AskCipher.

Injunctive Relief. The Parties agree that either Party will be entitled to seek injunctive relief to prevent breaches of the confidentiality provisions and to specifically enforce such provisions in addition to any other remedy to which such Party may be entitled at law or in equity.

Warranty; Disclaimer; Indemnity

Customer Warranty. Customer represents and warrants to and covenants with AskCipher that it has and will continue to maintain all necessary rights, licenses and authority to upload, transmit, disclose and otherwise make the Customer Data available to the AskCipher Platform and AskCipher and for AskCipher and the AskCipher Subcontractors to Process the Customer Data in connection with performing its obligations or exercising its rights under this Agreement.

GENERAL DISCLAIMER. ASKCIPHER DOES NOT WARRANT THAT THE ASKCIPHER SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE ASKCIPHER SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE ASKCIPHER SERVICES (OR ANY PART OF THEM), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY ASKCIPHER TO CUSTOMER ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE EXTENT PERMITTED BY APPLICABLE LAW, ASKCIPHER HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, ASKCIPHER EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER'S USE OF THE ASKCIPHER SERVICES (OR ANY PART OF THEM) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

Customer Indemnity. Customer will defend, indemnify and hold harmless AskCipher, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third-party (including Permitted Users) claims (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) Customer Data; or (ii) Customer's breach of restrictions on use, no personal information policy, or customer user account provisions.

AskCipher Indemnity. AskCipher will indemnify and defend Customer and its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third-party claims (including damages, recoveries, deficiencies, interest, penalties and legal fees) directly or indirectly arising from or in connection with any claim by a third party alleging that: (i) the AskCipher Platform; or (ii) the access to or use by Customer or any Permitted User of the AskCipher Platform as permitted pursuant to this Agreement, infringes, violates or misappropriates any intellectual property right of any person. The obligations of AskCipher in this section will not apply to the extent that a claim by a third party is: (A) based on the unauthorized use by Customer (or any Permitted User) of the AskCipher Platform in a manner not permitted by this Agreement, if such claim would not have arisen but for such unauthorized use by Customer (or its Permitted Users); or (B) based on the Modification of any deliverables by or on behalf of Customer in a manner not permitted by this Agreement, if such claim would not have arisen but for such Modification. THIS SECTION STATES ASKCIPHER'S SOLE LIABILITY TO, AND CUSTOMER'S EXCLUSIVE REMEDY AGAINST, ASKCIPHER FOR ANY THIRD-PARTY CLAIM DESCRIBED IN THIS SECTION.

Indemnification Procedure. Each Party will promptly notify the other Party in writing of any claim for which such Party believes it is entitled to be indemnified pursuant to this section. The Party seeking indemnification (the "Indemnitee") will cooperate with the other Party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such claim and will employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this section will not relieve the Indemnitor of its indemnity obligations except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

Limitation of Liabilities

AMOUNT. SUBJECT TO EXCLUSIONS, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL ASKCIPHER'S THIRD-PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

TYPE. SUBJECT TO EXCLUSIONS, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

EXCLUSIONS. THE LIMITATION OF LIABILITIES WILL NOT LIMIT: (I) ASKCIPHER'S OBLIGATIONS OR LIABILITY UNDER ITS INDEMNITY; (II) CUSTOMER'S OBLIGATIONS OR LIABILITY UNDER RESTRICTIONS ON USE, NO PERSONAL INFORMATION POLICY, AND CUSTOMER INDEMNITY; (III) CUSTOMER'S OBLIGATIONS TO PAY THE FEES; OR (IV) EITHER PARTY'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

APPLICATION. THIS LIMITATION OF LIABILITIES WILL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR CLAIM OR THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT (INCLUDING FUNDAMENTAL BREACH), NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF THE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND WILL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OF THE AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN.

Term and Termination

Services Agreement Term. This Agreement will commence on the Effective Date and continue to be in effect for a period of one year, unless terminated earlier in accordance with its terms (the "Initial Term"). This Agreement will automatically renew for successive periods of one year each (each, a "Renewal Term" and together with the Initial Term, the "Term"), unless either Party provides the other Party with written notice of its intention not to renew not less than 30 days prior to the end of the Initial Term or then current Renewal Term, unless terminated earlier in accordance with the terms of this Agreement.

Order Form Term. Each Order Form will set out the term of the Order Form and any provisions relating to the renewal of the Order Form. If the term of any Order Form extends past the termination or expiry of the Term, then such Order Form, including the provisions of this Agreement deemed incorporated into such Order Form, will survive the termination or expiry of the Term until the termination or expiry of the term of the Order Form. For clarity, no new Order Form under this Agreement may be entered into between the Parties after the termination or expiry of the Term.

Termination for Cause. Either Party may, in addition to other relief, terminate this Agreement if the other Party commits a material breach of this Agreement and fails within 30 calendar days after receipt of notice of such breach to correct such material breach. Any breach by Customer of confidentiality provisions or restrictions on use will be deemed a material breach of this Agreement. AskCipher may in its discretion terminate this Agreement effective immediately upon delivery of notice of termination to Customer if Customer becomes insolvent, ceases to conduct business in the ordinary course, takes any step or proceeding available to Customer for the benefit of insolvent debtors, or is subject to a proceeding for liquidation, dissolution or winding up, or a receiver, receiver-manager, liquidator or trustee in bankruptcy.

Effects of Termination. Upon termination of this Agreement, Customer will immediately cease accessing or using the AskCipher Services and Customer will delete or, if requested by AskCipher, return any AskCipher Property in its possession and certify in writing to AskCipher that the AskCipher Property has been deleted or destroyed. Within 15 calendar days following termination, AskCipher will, at Customer's option, return to Customer or delete or otherwise render inaccessible any Customer Data that remains in the hardware or systems used by AskCipher to provide the AskCipher Platform, other than any Aggregated Data. In addition, AskCipher will perform additional transition services that are mutually agreed upon by AskCipher and Customer in a statement of work that is added to an Order Form.

Survival. Ownership and reservation of rights, fees and payment, confidential information, warranty disclaimers and indemnity, limitation of liabilities, survival provisions, and general provisions will survive expiration or termination of this Agreement for any reason.

General Provisions

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

Notices to AskCipher should be sent to:
5935 Airport Road, Suite 800, Unit 218, Mississauga, Ontario, L4V 1W5, Canada
Attention: Johnny Than
Email: support@askcipher.com

AskCipher may change its contact information at any time. Customers are responsible for keeping their contact information on file with AskCipher current at all times during the Term.

Assignment. Customer will not assign this Agreement to any third party without AskCipher's prior written consent. AskCipher may assign this Agreement to any third party without Customer's consent. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees. Any attempt by Customer to assign this Agreement, other than as permitted by this section, will be void and of no effect.

Governing Law and Attornment. This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent AskCipher from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

Export Restrictions. Customer will comply with all export laws and regulations that may apply to its access to or use of the AskCipher Platform. AskCipher makes no representation or warranty that the AskCipher Platform may be exported without Customer first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.

Construction. Except as otherwise provided in this Agreement, the Parties' rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms "include" and "including" mean, respectively, "include without limitation" and "including without limitation." The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms "consent" or "discretion", means the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.

Force Majeure Event. Neither Party will be liable for delays caused by any event or circumstances beyond that Party's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems, Internet service failures or delays, cyberattacks, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third-party software or websites or changes in laws preventing or limiting the provision of the services ("Force Majeure Event"). If a Force Majeure Event occurs, then the Party that failed to perform as a result of such Force Majeure Event (the "Excused Party") will not be liable for such failure provided that the Excused Party complies with the provisions of this section. The Excused Party will re-commence performance of the obligations that it has failed to perform as a result of the Force Majeure Event without delay, including through the use of alternate sources, workaround plans or other means. If a Force Majeure Event continues for a period exceeding 60 days, the Party affected may, without payment of any termination fee, penalty or other amount, terminate this Agreement in whole or in part as of the date specified in the notice of termination.

Publicity. AskCipher may use Customer's name and any logo in its marketing materials, presentations, customer lists, website listings or otherwise to promote AskCipher, or refer to Customer as a client or user of the AskCipher Services.

Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.

Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

Independent Contractors. AskCipher's relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to bind the other Party.

Entire Agreement. This Agreement (including all Order Forms) constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral, including any trial, pilot, or proof of concept agreement entered into between the Parties for the AskCipher Services.

Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, ASKCIPHER MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN "AMENDMENT"), BY GIVING CUSTOMER 30 DAYS PRIOR NOTICE OF SUCH AMENDMENT OR POSTING NOTICE OF SUCH AMENDMENT ON THE ASKCIPHER PLATFORM. UNLESS OTHERWISE INDICATED BY ASKCIPHER, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE 30 DAYS AFTER THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON THE ASKCIPHER PLATFORM, WHICHEVER IS THE EARLIER.

Order of Priority. In the event of any conflict or inconsistency between the provisions of any of the following documents, then unless the Parties expressly agree otherwise, the following descending order of priority will apply, to the extent of such conflict or inconsistency: (i) the applicable Change Order (to the extent it expressly states that it is intended to amend this Agreement and identifies the specific provisions to be amended); (ii) the terms and conditions of the Service Terms; and (iii) the applicable Order Form.

English Language. The Parties confirm that the essential stipulations of this Agreement reflect the mutual agreement of the Parties further to negotiation, and were not imposed by either Party, even when drawn up by one of the Parties. The Parties further confirm that it is the express wish of all Parties that this Agreement, all documents related to this Agreement and all communications between the parties in the context of the performance of this Agreement be in English only.

Counterparts. This Agreement may be signed in counterparts. An electronic signature using a qualified electronic certificate or facsimile signature will be treated in all respects as having the same effect as an original signature.

Exhibit A - Definitions

"Aggregated Data" means data, information or other materials produced by AskCipher that are not identified as relating to a particular individual or company.

"Agreement" means the Service Terms together with all Order Forms and Change Orders entered into pursuant to the Service Terms, as amended from time to time.

"AskCipher API" means AskCipher's proprietary application program interface designed to facilitate Customer's access to and use of the AskCipher Platform.

"AskCipher Platform" means AskCipher's cloud-based platform that enables Customer to connect Approved Customer Applications and engage with an artificial intelligence powered agent to simplify complex integration processes, streamlines workflows, automates tasks, and access Customer Data, and any and all Modifications made thereto, including any Modifications made pursuant to any Professional Services performed by AskCipher.

"AskCipher Services" means the provision of the AskCipher Platform and the Professional Services, collectively, and any part of them.

"Business Day" means Monday to Friday, excluding Canadian federal or provincial statutory or civic holidays.

"Customer Data" means any data, information, content, records, and files that Customer (or any of its Permitted Users) loads or enters into the AskCipher Platform, other than any Usage Data or Aggregated Data.

"Documentation" means documentation relating to the operation and use of the AskCipher Platform, AskCipher Connectors and AskCipher API that is provided electronically or otherwise by AskCipher to Customer under this Agreement, as may be updated by AskCipher from time to time.

"Gross Negligence or Wilful Misconduct" means any act or failure to act in breach of a duty of care that: (a) was intended to cause harm; (b) which rises to the level of intentional wrongdoing; or (c) was in reckless disregard or a wanton indifference to the harmful and foreseeable consequences of such act or failure to act, but does not include an act or failure to act that constituted merely a lack of due care or a contractual breach alone.

"Material Change" means any modification to any AskCipher Service that would: (a) reduce the overall security standards of the AskCipher Platform; (b) result in a material degradation in the quality or functionality of the AskCipher Platform; or (c) otherwise have a material adverse effect on Customer's ability to use or receive the AskCipher Service.

"Modifications" means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and "Modify" has a corresponding meaning.

"Order Form" means any order form that references this Agreement and that is executed by both Parties.

"Personal Information" means information about an identifiable individual or other information that is subject to privacy laws.

"Process" or "Processing" means access, collection, use, modification, retrieval, transfer, communication, disclosure, storage, deidentification, anonymization, deletion, destruction, management or other handling.

"Professional Services" means the consulting, training, configuration, and other professional services set out in an Order Form. The term "Professional Services" does not include access to or use of the AskCipher Platform.

"Service Terms" means the main body of this Agreement, including its recitals and all exhibits and schedules annexed hereto or otherwise incorporated herein, as amended from time to time.

"Usage Data" means information and other data that is collected or generated by the AskCipher Platform related to how individual users interact with the AskCipher Platform, including frequency and duration of usage, specific features or functions accessed, user preferences and patterns of behavior and metadata, but expressly excluding any information or data that can (whether alone or when combined with other information or data) identify or reveal the identity of individual user.