AGYLE INTELLIGENCE: Terms of Service for Free Trial Sign Up On www.agyleintelligence.com: By choosing to sign up for an account you agree herein:

By selecting your company namespace, username, email and other details on the Free Trial Sign-Up Form you provide consent to enter into THIS AGREEMENT (the “Agreement”) which is made as of the day of submission by and between Agyle Intelligence. (“Agyle”), a corporation governed by the laws of the Province of Prince Edward Island, in the country of Canada, and the company, username and email listed on the sign-up form, hereby known as (the “Subscriber”).

Acknowledgements:

You understand that; Agyle Intelligence provides digitization services to automate the reporting and visualization of collected data across companies, organizations, and supply chains. This includes but is not limited too:

1. Paperless forms deployed to mobile devices for data collection direct from manual inputs captured by any user, anywhere at
2. CSV based data captured by other processes or machines that needs to be
3. API access to enable a customer to capture Agyle data but create their own reports.
4. Connecting to SCADA’s, BLE devices, Sensors or other networked data streams to utilize

the reporting and visualizations tools embedded in Agyle.

For the purposes of this Free Trial, we will be focused on item 1 – The digitization of paperless forms for deployment to mobile devices where users will input the data and submit it to the Agyle visualization dashboard.

It is understood that:

• Agyle provides a cloud-based service utilizing Amazon Web Services (AWS) with an uptime guarantee of 95%.
• Agyle Clipboard App can be downloaded on any mobile platform including Android or Agyle clipboard web-app can be loaded from your browser if required.
• Agyle provides Dashboard Intelligence accessible from any web-browser such as Google Chrome where data is visualized, and the solution is administered.

It is agreed that:

• Through a mobile device, users can have Agyle send alerts, notifications, take photos, capture signatures, capture usernames, capture date and time related data and other

• Any Agyle users created by customers will have been assigned permissions as deemed appropriate by Subscriber and therefore accept any responsibility for potential issues with mis-assigned user
• Any published forms where data is entered is done so at the Subscribers request and
• Any catalog items, alerts, notifications, reminders, reviewers, and other similar features that are created are done so with the Subscribers
• It is agreed that; Agyle bears no responsibility for unforeseen losses incurred as a result of using the Agyle Intelligence software

1. Trial Period

 Agyle will make the Service available to the Subscriber on a limited basis with access to a maximum of 3 forms and no more than 100 submissions, or a paid account is required, unless otherwise agreed to in writing by an authorized Agyle representative; unless otherwise stated and specified on an Order Form or other form of agreement. Without further notice provided by Subscriber, on the expiry of the trial period, the Subscriber will be automatically subscribed to the Service at the Begin tier, or as agreed to previously. If the Subscriber does not wish to subscribe to the Agyle Service after the expiry of the trial period, the Subscriber shall give notice in Writing via email to Agyle at sales@agyleintelligence.com, no fewer than seven (7) days after the expiration of the trial period and the billing period begins.

ANY DATA ENTERED BY THE SUBSCRIBER INTO THE SERVICE AND ANY CUSTOMIZATION OF THE SERVICE FOR THE SUBSCRIBER DURING THE TRIAL PERIOD WILL BE PERMANENTLY LOST UNLESS A SUBSCRIPTION IS PURCHASED OR THE DATA IS EXPORTED FROM AGYLE BEFORE EXPIRATION AND DELETION OF TRIAL ACCOUNT. UPON REQUEST, PRIOR TO THE END OF THE TRIAL, AGYLE CAN PROVIDE AN EXPORT OF ANY TRIAL PERIOD DATA , CHARGES MAY APPLY.

DURING THE TRIAL PERIOD ANY SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.

2. Provision of Service; Term

Agyle will provide Subscriber and its Affiliates (and to each of their respective Users) the non-exclusive right to access and use the Service for the purpose of supporting the internal operations of Subscriber’s business and to process Subscriber Data together with the Program Documentation.

Services are purchased as subscriptions towards an allotment of features and services provided by Agyle such as the number of digital form submissions, csv imports, API calls and accompanying restrictions around questions, feature access or reports. Subscriptions are based on the number of submissions, reports, support and features required by user to benefit from the Agyle service. Unlimited users and unlimited forms are available to all paid accounts. The

subscription is per location only and cannot be shared or used by more than one location per subscription unless otherwise purchased or authorized in writing.

Agyle agrees to provide the Service to Subscriber for the trial period terms as specified in the Order Form (the “Initial Term”). On the expiry of the Initial Term, this Agreement will automatically renew for successive terms of one (1) year (each, a “Renewal Term”), until such time as a Subscriber provides Agyle with written notice of termination; provided, however, that: (a) such notice be given no fewer than seven (7) days prior to the last day of the then- current term; and, (b) any such termination shall be effective as of the date that would have been the first day of the next Renewal Term. Once fully subscribed beyond the Trial Period, cancellations are made within thirty (30) days of subscription expiry date.

3. Additional Submissions

The number of Submissions of the Service and the Fees payable for the Service are set forth in the Order Form and/or Price List. During the current Term, Subscriber may add additional Submissions as per the current pricing model upon time of order, or, can move up a tier on a higher subscription. Any existing subscription fees would be pro-rated for the remainder of the subscription term and shall terminate or need renewal on the same date as the pre-existing subscriptions.

License Grant

Agyle hereby grants to Subscriber, its Affiliates (and to each of their respective Users who access the Service by means of Subscriber’s account and authorized password) a non-exclusive licence to access and use the Service via Agyle’s website and Clipboard App solely for business purposes in accordance with the terms set out in this Agreement or on the Order Form.

4. Assignment

Agyle and Subscriber may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. For greater certainty, this Agreement may be assigned as part of a merger, or sale of all or substantially all of the business or assets, of a Party. This Agreement will be binding on and inure to the benefit of Agyle’s and Subscriber’s respective successors and assigns.

In addition to any other rights granted to Subscriber under this Agreement, Agyle hereby grants Subscriber and its Affiliates the right to transfer User subscriptions granted under this Agreement, in whole or in part: (i) to a business unit, division, subsidiary, spin-off, or other entity formed out of a change of control, divestiture, spin-out, merger or reorganization of Subscriber’s business in which the Service is being used; and/or (ii) where Subscriber (or its Affiliates) otherwise sells or transfers all or substantially all of its assets of its business in which the Service is being used to a third-party (collectively referred to as the “New Entity”). Upon the occurrence of any of the foregoing events, and at Subscriber’s request, Agyle shall, for a period of up to six (6) months following the date of such change of control, divestiture, spin- out, reorganization or sale of assets, as applicable (or such other period as the parties may agree to in writing), continue to provide the Service to the New Entity in accordance with the terms of the Agreement, provided that the New Entity agrees in Writing to be bound by the

terms of the Agreement. Should New Entity and Agyle fail to negotiate continuity within the subscription, then cancellation policies in section 1 and section 2 will apply. Any additional training or modification to the Service made at the request of the New Entity will be charged at the current professional service rates for Agyle.

5. Proprietary Rights

1. Rights in the Service. Agyle shall retain all right, title, copyright, patent, trademark, trade secret and all other proprietary interests to the Service and to all Agyle intellectual No title, copyright, patent, trademark, trade secret or other right of intellectual property not expressly granted hereunder is exchanged between the parties.

1. Pre-existing materials. Subscriber acknowledges that, in the course of providing the Service, Agyle may use software and related processes, instructions, methods, and techniques that have been previously developed by Agyle (collectively, the “Pre-

existing Materials”, which shall include the Service) and that the same shall remain the sole and exclusive property of Agyle.

1. Agyle-created materials. Subscriber acknowledges that, in the course of providing the Service, Agyle will use mined data to create Anonymized Data, which is and shall remain the sole and exclusive property of

1. No License. Except as expressly set forth herein, no license is granted by either Party to the other with respect to the Confidential Information or Pre-existing Materials. Nothing in this Agreement shall be construed to grant to either Party any ownership or other interest, in the Confidential Information or Pre-existing Materials, except as may be provided under a license specifically applicable to such Confidential Information or Pre-existing Materials.

6. Notifications

Agyle shall provide Subscriber, when possible and as required notice of any of the following: (i) significant Upgrades; (iii) any planned major maintenance; (iv) any Service

impacting outages; and (v) any planned changes in the Program Documentation, or to Agyle’s Service environment. In addition to the foregoing, Agyle shall notify Subscriber as soon as is practicable in Writing of the discovery of any data or security breaches.

7. Agyle Responsibilities & Warranties

As an essential and material part of this Agreement Agyle represents, warrants and covenants:

1. Commercial Entity. Agyle is a commercial entity entering into a commercial agreement with Subscriber, another commercial

1. Authorization. Agyle has (i) taken all action necessary: (a) for the authorization, execution and delivery of this Agreement; and (b) to make this Agreement a legal,

valid and binding obligation of Agyle enforceable against Agyle in accordance with its terms; (ii) all requisite power and authority to execute, deliver and perform its obligations under this Agreement; and (iii) obtained and will maintain all rights, approvals and consents necessary to perform its obligations and grant all rights and licenses to Subscriber under this Agreement;

1. Conflicting Agreement. No agreement or understanding with any third-party

interferes with or will interfere with Agyle’s performance of its obligations under

this Agreement;

1. Non-Infringement. Agyle owns or otherwise has sufficient rights in the Service to grant to Subscriber the rights to access and use the Service granted herein. The Service does not and shall not violate or infringe upon or misappropriate any US or Canadian patent, copyright, trade secret, trademark, moral rights, or other intellectual property right or proprietary right of any third-party;

1. Performance Standard. The Service together with technical support and other services will be provided in a manner consistent with industry standards applicable to the provision thereof, and the Service shall meet or exceed the requirements set out in the Program Documentation;

1. Service Levels. Agyle shall provide and maintain the Service in accordance with and in such manner as to meet or exceed the Service Levels and performance standards set out in the Agreement and if attached

1. No Security Vulnerabilities. The Program is free of general system and network layer vulnerabilities. In the event that Agyle becomes aware of any such Security Vulnerability, Agyle shall promptly advise Subscriber in writing and use best efforts to promptly implement a fix to remedy such Security Vulnerability. Agyle shall comply with all reasonable software security requirements of Subscriber and shall provide annual written confirmation and as requested by Subscriber from time to time, that the Software remains free of Security Vulnerabilities;

1. No Malicious Code. No Malicious Code shall be coded or introduced into any Subscriber software, operating environment or other Subscriber software or If any Malicious Code is found to have been intentionally coded or introduced into the operating environment or systems by Agyle, its Subcontractors or their personnel, Agyle shall assist Subscriber where and as possible in eliminating, correcting or reducing the effects of the Malicious Code.

1. Applicable Laws. Agyle shall perform its obligations pursuant to this Agreement in a manner that complies with all applicable laws (including identifying and procuring required permits, certificates, licenses, approvals, inspections, and other governmental authorizations) necessary to perform the Service and to otherwise operate its

8.     Subscriber Responsibilities and Warranties

1. As an essential and material part of this Agreement Subscriber represents, warrants and covenants:

1. Commercial Entity. Subscriber is a commercial entity entering into a commercial agreement with Agyle, another commercial

1. Co-operation. Subscriber shall provide Agyle with all necessary co-operation in relation to this agreement, and all necessary access to such information as may be required by Agyle, in order to render the Service, including but not limited to Subscriber Data, security access information, and configuration services;

1. Applicable Laws. Subscriber shall comply with all applicable laws and regulations with respect to its activities under this Agreement;

1. Timeliness. Subscriber shall carry out all other Subscriber responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Subscriber’s provision of such assistance as agreed by the parties, Agyle may adjust any agreed timetable or delivery schedule as is reasonably necessary;

1. Authorized Use. Subscriber shall ensure that the Users use the Service in accordance with the terms and conditions of this Agreement and shall be responsible for any User’s breach of this Agreement;

1. Licenses and Permissions. Subscriber shall obtain and shall maintain all necessary licences, consents, and permissions necessary for Agyle, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;

1. Technical compliance. Subscriber shall ensure that its network and systems comply with the relevant specifications provided by Agyle from time to time; and

1. Internet connection. Subscriber shall be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Agyle’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Subscriber’s network connections or telecommunications links or caused by the

9. Upgrades

Any general, operationally focused Upgrades to the Service provided to Agyle Subscribers during the Term shall be offered to Subscriber with no additional service fees or migration fees and with no increase in the current Fees of the Subscribers selected tier.

1. At times specified or not, Agyle will release compatible products that Subscribers can purchase, or add-on via a monetary fee, to their current subscription.

1. Such products or services will not be forced upon Subscriber and will be the sole choice of Subscriber to purchase or

1. Such products or services will not have a detrimental effect on current services or will be provided at no cost to Subscriber

10.  Limitation of Liability

1. The entire financial liability of Agyle (including any liability for the acts or omissions of its employees, agents and sub-contractors) to Subscriber in respect of:

1. Any breach of this Agreement;
2. Any use made by Subscriber of the Service and Program Documentation or any part of them; and

• Any representation, statement or tortious act or omission (including negligence) arising under or in connection with this
  1. Except as expressly and specifically provided in this Agreement:

1. Subscriber assumes sole responsibility for results obtained from the use of the Service and the Program Documentation by Subscriber, and for conclusions drawn from such use. Agyle shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Agyle by Subscriber in connection with the Service, or any actions taken by Agyle at Subscriber’s direction;
2. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

• The Service and the Program Documentation are provided to Subscriber

on an “as-is” basis.

1. Agyle shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of life, loss of assets, depletion of goodwill and / or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect

or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

1. Agyle’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Fees paid for the subscription, by the User who is filing the claim(s) during the twelve

(12) months immediately preceding the date on which the claim was delivered to an Agyle signing authority representative.

11.  Subscriber Data

1. Ownership of Data. As between Agyle and Subscriber, the Subscriber exclusively owns all rights, title and interest in and to all submitted Subscriber Data stored on their Subscriber Data is deemed Confidential Information under this Agreement.

Agyle shall not access Subscriber’s User accounts, or Subscriber Data, except to respond to Service or technical problems or at Subscriber’s request. Except as permitted under this Agreement or unless otherwise authorized in Writing by

Subscriber, Agyle will not edit, delete or disclose the contents of Subscriber Data.

1. Data Storage and Backup. Agyle represents and warrants that during the Term of this Agreement that: (i) all Subscriber Data shall be segregated from any other data which Agyle may store for its other Subscribers; (ii) Subscriber Data will not be transferred or exported outside Canada and the United States; (iii) Agyle shall perform the Services hereunder using data centers located within Canada and the United States; and (iv) any and all Services provided to Subscriber under this Agreement, including but not limited to technical support, shall be provided from within Canada. Agyle will provide Subscriber with sixty (60) days prior written notice in the event (i) Agyle plans to outsource or export the Service, or any portion thereof, outside Canada or the United States; or (ii) Subscriber Data might be stored, transferred, or exported outside Canada or the United States or may be accessed by governmental

1. Removal / Return of Data. Agyle agrees that on termination of this Agreement for any reason, Agyle shall anonymize all digital representations of Subscriber Data in any form from all electronic storage media in its possession or under its control. Upon termination of this Agreement, Agyle may provide to Subscriber on Subscriber’s request all Subscriber Data in its possession in machine readable, non-proprietary This service may be subject to Subscriber’s payment of a one-time fee of 8 hours at the current professional service rate.

12. Fees and Payment

1. Fees and Payment. Subject to the terms and conditions of this Agreement, Subscriber will have the allotted time and or submissions provided to validate their interest in

becoming an annual Subscriber and pay Agyle the Fees as specified in an accompanying Order Form for the rights granted under this Agreement. Unless otherwise agreed to in writing by Subscriber, all Fees will be at the rates listed in the Order Form provided by an Agyle representative. All payments are due net thirty (30) days from receipt of invoice by Subscriber. Agyle may charge interest of 18% per annum, compounded monthly if undisputed Fees are not paid by the due date.

1. Subscription. Subject to the terms and conditions of this Agreement, Agyle will offer subscription-based fee options as chosen by the Subscriber on the Order

1. Capital Purchase. Where a Subscription is not ideal and an upfront Capital purchase is negotiated, a Capital Purchase would designate full rights with unlimited users forms, reports, support and feature releases, over a period of agreed time, to the software with an upfront payment upon invoice vs an annual or other subscription payment. Capital purchases will come with an annual maintenance

a.Maintenance Fee. An annual amount negotiated at time of agreement. Provides annual access to ongoing updates and maintenance of account.

1. Fees are subject to automatic renewal. If payments for the automatic renewal are made later than thirty (30) days after the anniversary of the Effective Date without previous arrangements being made, services will be suspended until payment is received or Accounts which have been suspended for more than ninety (90) days and for which payment of Fees has not been received or arranged will be subject to deletion of collected Subscriber Data.

1. Fee increases. With thirty (30) days prior written notice to Subscriber, Agyle may increase its Fees annually on the anniversary of the Effective Date,

1. Taxes. Subscriber agrees to pay any applicable value added sales tax, sales tax, import and custom duties, applicable provincial and federal sales and goods and services taxes and any other applicable taxes (collectively, the “Taxes”) in addition to the

1. Service Level Credits. Agyle agrees to grant Service Level Credits to the Subscriber in the event Agyle fails to achieve and/or maintain certain Service Levels as described in the primary Service Level Agreement (SLA).

10. Professional Fees. Subscriber agrees to pay any additional professional services fees incurred I) as specified in the Order Form, ii) at the request of the Subscriber for additional training and/or support services from time to time, and iii) by Agyle resulting from a service request upon cancellation as set out in section

1. No Other Payment Obligation. Except as otherwise provided herein or as otherwise agreed to by the parties in Writing, Subscriber shall have no obligation to pay Agyle any fees, charges, costs, expenses, or commissions under this

13. Technical Support & Maintenance

 

1. Technical support. Agyle shall provide live technical support between the hours of 8 m. and 4 p.m. EST, as well as priority on-call support from 4 p.m. to 8 p.m. EST. Email or messenger support will be provided where possible between 8 p.m. and 8 a.m. EST and urgent replies should only be expected for Priority Level 1 issues only.

b.Scope of Maintenance. Agyle shall provide bug fixes, corrections, modifications, enhancements, upgrades and new releases to Subscriber to ensure (a) the functionality of the Service is available to Users; (b) the functionality of the Service in accordance with the representations and warranties set forth herein; and (c) the Service Level referred to in Schedule B can be achieved. Non-emergency / routine Upgrades or maintenance does not disrupt Subscriber access to the Service, although real-time updates to the Subscriber Data will be delayed during the maintenance window. Emergency / Priority Level 1 maintenance may disrupt Subscriber access to the Service. The Fees shall be inclusive of the fees for maintenance.

1. Maintenance window. Agyle will make best efforts to ensure that the window for the performance of maintenance by Agyle will be once weekly, from Sunday at 9 p.m. to Monday at 6 a.m. EST. Notice of maintenance shall be provided to Subscriber by Agyle as soon as practicable for emergency / Priority Level 1 maintenance only. Routine maintenance will be conducted without prior notification, unless deemed to have a potential impact on the service in which case, notice will be provided where possible, in advance.

IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT AGYLE INTELLIGENCE: WWW.AGYLEINTELLIGENCE.COM

SALES@AGYLEINTELLIGENCE.COM

TOLL FREE: 877.552.4953