KALEIDOSCOPE XR TERMS OF SERVICE

1.1. Parties to this Contract

This is a contract between Kaleidoscope XR Inc. and you. To keep things simple, in this contract, we (Kaleidoscope XR Inc.) call ourselves either "Kaleidoscope XR", "we", "us", or "our". The term "you" or "your" is used to refer to you, as an individual subscriber, or the corporation, organization, or other legal entity listed as the client for our services on our order form, statement of work, or other type of ordering document that references these terms of service and any supplements or change orders to this document ("Order Form").

1.2. How this Contract is Made

By signing an Order Form, you agree to this contract with Kaleidoscope XR Inc., an Alberta corporation. This contract covers your subscription and use of the Services (defined below).

1.3. Documents that are part of this Contract

Several documents form the entire contract between you and us for your subscription purchase and use of the Services. These documents are:

1.4. Contract Terms

1. The Order Forms, the TOS, and the Privacy Policy govern the provision of services by us to you (altogether, these documents form the "Agreement").
2. The Agreement overrides all prior or coexisting understandings, contracts, negotiations, representations and warranties, or communications, including anything in your request for proposal, general terms, purchase order or similar ordering document, or in any click-wrap or browse-wrap contract of yours or your procurement system.
3. Excluding Order Forms, any terms in business forms, purchase orders or quotes used by either party will not change this Agreement; any documents like these are for administrative purposes only.

1.5. Priority of Documents

If there is ever a conflict between the documents in this contract, then the following order of priority applies, but only as needed to clear up the conflict or inconsistency:

1. the applicable Order Form;
2. the TOS; and
3. the Privacy Policy, but only when it relates to personal information.

1.6. Rules of Interpretation for this Contract

These are the rules of interpretation for this Agreement:

1. every use of the words "including" or "includes" will be interpreted as meaning "including, but not limited to" or "includes, but not limited to", respectively;
2. periods within which or following which any calculation or payment is to be made or action is to be taken must be calculated by excluding the day on which the period begins and including the day on which the period ends; and
3. We divided this Agreement into sections and subsections and added headings to make it easier to read. But this does not affect the meaning or interpretation of the Agreement. We also included explanatory notes at the beginning of each section to make this Agreement easier to understand. But the explanations are used for convenience and reference. They do not form a part of the TOS.

1.7. Changes to the Agreement

Sometimes, we will need to update this TOS to reflect changes to our products and services, how we operate, or meet new legal and regulatory requirements. We reserve the right to change our TOS at any time by posting a new or updated version of the TOS on our Website. You are bound by any changes to the TOS when you use the Platform, a Website or a Service after such changes have been posted.

3.1. The Services We Will Provide

Subject to this Agreement, we will provide you during the term of this Agreement, only for your personal or internal use and not for resale, the following (together, the "Services"):

1. the non-transferable right to use the Platform described in this Agreement;
2. any Professional Services agreed to by both parties; and
3. the Support Services.

3.2. Subscription for the Services

Unless otherwise provided in the applicable Order Form or Documentation, the Services, which includes licenses to the Platform and the Software, are purchased as subscriptions.

3.3. How We Will Provide the Services

1. We will provide the Services to you pursuant to the terms of this Agreement and in compliance with applicable laws.
2. We will provide the Services with reasonable skill and care.
3. We are responsible for the performance of our employees, contractors and service providers and their compliance with our obligations under this Agreement.
4. We will use reasonable efforts to maintain the availability of the Platform but don't guarantee 100% availability.
5. Your purchases for Services don't depend on us delivering any future functionality or features, nor do they depend on any oral or written public comments made by us for future functionality or features.
6. If we agree to provide services outside the scope of the Services, then we will charge you for these additional services on a time and materials basis. We need only provide more services if you have first approved our quotation in writing or signed an Order Form for those additional services.
7. You must take all reasonable steps to enable us to provide the Services and perform our other obligations under this Agreement. If you don't do this or otherwise prevent or delay us from performing our obligations under this Agreement, we will not be in breach of this Agreement and won't be liable to you for any delay or failure to perform.

3.4. Professional Services

1. We will perform Professional Services as described in an Order Form or a statement of work signed by the parties, which may identify more terms or milestones for the Professional Services.
2. We will perform Professional Services professionally and skillfully.
3. You will promptly provide all reasonably required information, assistance, materials, and resources as necessary to enable us to perform Professional Services.

3.5. Support Services

We will use commercially reasonable efforts to provide those Support Services described in the Documentation.

3.6. Maintenance

1. We will use commercially reasonable efforts to tell you or your Champion (as defined in section 7.1) by email about any planned Platform unavailability, including for scheduled maintenance, at least 12 hours before. But we cannot guarantee that we will always give planned Platform availability notice at least 12 hours before. The notice will include the planned date, time, and duration we expect the Platform to be unavailable when possible.
2. We will use commercially reasonable efforts to promptly tell you or your Champion about any unexpected Platform outage or unavailability. We could send this notice by email or post it to the Portal. Examples of causes of unexpected Platform unavailability include Force Majeure events, misuse of the Platform by you or Users, or hardware, software, or network issues.
3. You or your Champion is responsible for informing other Users, if any, of any planned Platform unavailability.

3.7. Updates

1. At no additional cost, we will provide standard generally available bug fixes, corrections, functionality improvements, or enhancements to parts of the Platform and/or the Software ("Updates").
2. Failure to install, or have installed, Updates could result in impaired functionality of the Platform, security vulnerabilities, or an inability for us to provide you with Services.

3.8. Modules

Under an Order Form signed by the parties, we may provide you with optional additional stand-alone modules, parts, features, or functionalities ("Module"). Modules have separate pricing from our standard Services. We will list all fees, charges, payments, and other terms for Modules in the applicable Order Form.

3.9. System Requirements

1. Your use of the Services and Software requires one or more compatible Devices, Internet access, and specific third-party software, and you may have to obtain updates or upgrades at times for third-party software, which may result in additional costs to you.
2. As between you and us, you are responsible for:
   1. buying or supplying all Devices or other equipment needed for your or your Users to use the Platform;
   2. any fees that may apply to your access to or use of the Services and Software, including fees for hardware, software, Internet access, or text messages; and
   3. maintaining all Devices in good working condition, including the operation, use, maintenance, support, repair, replacement, and anything else to do with you and Users' Devices used to access the Platform.
3. Because using the Services and the Platform involves third party hardware, software, and Internet access, all of which are outside our control, your ability to access and use the Services and Software may be affected.
4. You agree that we may stop the availability or compatibility of the Services or Software on a particular operating system or Device.

3.10. Open-Source Software

The Platform may include code licensed to you under third-party license agreements, including open-source software provided with the Platform. Open-source software included in the Platform may be listed in the Documentation or by us upon request. If you choose to use any open-source software on a stand-alone basis, that use is subject to the applicable open-source license and not this Agreement.

4.1. Fees

You must pay all fees described in all Order Forms according to the payment terms set out in the applicable Order Form and any fees agreed by the parties in writing for more services. All fees and expenses are non-refundable except as stated in this Agreement.

4.2. Taxes

You are responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to its Order Forms, whether domestic or foreign ("Taxes"), other than taxes on our income or payroll. Fees and expenses are exclusive of Taxes. You must pay all Taxes on top of, and at the same time, as all fees.

4.3. Order Forms and Invoices

Unless an Order Form or invoice from us says otherwise, you must pay each invoice in full within 30 days after the invoice date.

4.4. No Deductions

You must make all payments in full, with no deduction, set-off, withholding or counterclaim (except for any deduction or withholding required by law). If applicable law requires you to make a deduction or withholding, you must increase the payment amount so the net amount we receive is the same as the amount we would have received but for the legally required deduction or withholding.

4.5. Late Payments

If you don't pay all undisputed amounts owing by you in full on the due date for payment, then without limiting one or more of our other rights or remedies, we may:

1. suspend your account and access to all or part of the Services until we receive full payment;
2. charge interest on the overdue amount, calculated daily at an annual rate of 1.5% per month (18% per year) or the maximum amount allowed by law, whichever is less.

4.6. Payment Disputes

If you dispute an invoice in good faith, you must notify us in writing within 15 days of receipt detailing the items of the invoice that are in dispute. The parties will seek to resolve the dispute over a 15-day discussion period. You aren't required to pay disputed amounts during the discussion period but must pay all undisputed amounts when due. After the discussion period, either party may pursue any remedies.

5.1. Term of this Agreement

This Agreement starts on the last signature date of the first Order Form and continues until the earlier of the date that:

1. this Agreement is terminated under its terms; or
2. the last outstanding Order Form ends.

If no Subscription Term is in effect, either party may terminate this Agreement for any or no reason with notice to the other party.

5.2. Order Form and Subscription Terms

1. The initial Subscription Term begins when we first give you access to the Platform and continues for either the subscription term set out in the Order Form or, if no term is provided, one year (either subscription term being the "First Subscription Term").
2. The applicable Order Form will state whether your subscription to access and use the Services ends: (a) at the end of the First Subscription Term, (ii) automatically renews and continues for consecutive subscription terms equal in length to the First Subscription Term (each renewal being a "Renewal Term"); or (iii) automatically renews on a month to month basis.
3. If your subscription to the Services doesn't renew at the end of the First Subscription Term, then you can continue using the Services by entering into a new Order Form with us for a new Subscription Term. Pricing in that new Order Form will be at our then-current list price.
4. A party may terminate the Order Form at the end of the First Subscription Term or a Renewal Term by giving its termination notice at least 60 days before the end of that Order Form's First Subscription Term or Renewal Term, as applicable.
5. Unless specified in the applicable Order Form, pricing for the Services in a Renewal Term will be at our list price in effect at the start of that Renewal Term.
6. When an Order Form terminates, your access to the applicable Services will stop. An Order Form's termination won't end this Agreement or other outstanding Order Forms. Termination of this Agreement, however, will immediately terminate all outstanding Order Forms.

6.1. License to the Platform

As long as you comply with this Agreement and the Documentation, we grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license during the Subscription Term to access and use the Platform only for you and your Users' internal use.

6.2. Software License

As long as you comply with this Agreement and the Documentation, we grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license during the applicable Subscription Term to download, install, and use the Software in object code format on a compatible device for your internal use, and only to the extent needed for you or your Users to access and use the Services. Certain Software may have additional terms and conditions applicable to its use. These additional terms and conditions will be set out in an end user license agreement ("EULA") for that Software.

6.3. Documentation License

As long as you comply with this Agreement and the Documentation, we grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license during the applicable Subscription Term to use and copy the Documentation as part of your allowed use of the Services.

6.4. Our Ownership of the Services

1. You acknowledge that, despite anything contrary in this Agreement, we provide the Services to you on a subscription basis, with the Platform and Documentation provided under a limited license. None of the Services, including the Platform and our Software, are sold to you.
2. You also acknowledge that you have neither obtained nor will obtain any ownership or other right, title, or interest in or to the Services, the Platform, Documentation, or any intellectual property rights relating to any of them.
3. Unless expressly set out in the Agreement or an EULA, the copying or reproduction of the Software is expressly prohibited. If reproduction is allowed, any copies of the Software will remain our exclusive property.
4. We own all rights, title, and interest in all upgrades, enhancements, new releases, changes, and modifications to the Services or the Platform, including any custom software development, all ideas, architecture, algorithms, models, processes, techniques, user interfaces, database design and architecture, and "know-how" embodying the Services, the Platform, and the Software. In no way will you be considered to receive, have, or be granted title to all or any part of the Services, the Platform, or Documentation, all title to which vests exclusively in us.

7.1. Types of Users

There are two types of subscriptions available: 1) "Institutional" (such as educational facilities and hospitals) and 2) Individual. For Institutional subscriptions, three types of individuals can access and use the Services under a subscription: a) Champions, b) Teachers, and c) Students.

A "Champion" is an individual who is an identified employee, contractor, or agent of yours whom you designate to manage the Services on your behalf, including communicating with Us for any support or billing issues and having access to the Platform's account manager-level features and tools.

A "Teacher" is an individual who is an identified employee, contractor, or agent of yours whom you designate to have a Teacher Account to access the Platform's instructor-level features and tools.

A "Student" is an individual invited to use the Platform's student or trainee features. Students can access those limited features without Accounts.

7.2. Account Limits

Definitions.

• "Account" means an account, credentials, and correlating access to the Services under this Agreement.
• "Champion Account" means an Account with access rights to use the Champion-level features and functions of the Platform.
• "Teacher Account" means an Account with access rights to use the instructor-level features and functions of the Platform.

7.3. Limits in the Number of Institutional Accounts You Can Have

1. Unless otherwise listed in an Order Form, you are limited to one Champion Account.
2. There are no limits on the number of Students that can access and use the Platform.
3. You are limited to the number of Teacher Accounts you have bought licenses for. This is detailed in Section 7.5.

7.4. Security of Account Credentials

You must keep your Account credentials secure and confidential and must not share your Account credentials with anyone. Institutional Account subscribers must make sure their Champions and Teachers understand this obligation. You are entirely responsible for any and all activities that occur under your Account. Users may not use anyone else's Account or allow anyone else to use their Account at any time. You agree to notify us immediately of any unauthorized use of an Account or any other breach of security. We will not be liable for any loss that you may incur as a result of someone else using your password or Account, either with or without your knowledge.

7.5. Special Terms for Teacher Accounts

Please read this section carefully. It has vital information about who can use Teacher Accounts.

1. The number of individuals you may give access to Teacher Accounts is limited to the number of Teacher Accounts you have bought a license subscription for under one or more Order Forms.
2. Each Teacher Account needs to be assigned to a specific individual and is personal to them. You can only have one individual assigned to a Teacher Account.
3. You will give us the names and work emails of the individuals assigned Teacher Accounts.
4. Unless we approve, Teacher Accounts can't, and must not, be shared.
5. Teacher Accounts can't be transferred (e.g., reassigned) to a different individual unless:
   1. you need to replace the Teacher Account user because of a change in their employment or role within the organization; or
   2. you have our approval.
6. You must give us at least two business days' notice before you transfer a Teacher Account to a different individual. Once you have made such a transfer, you can only make another change in the designated individuals using any Teacher Accounts 30 days later.
7. Things happen, and circumstances change. Please get in touch with us if something happens and you need to do something with your Teacher Accounts not otherwise allowed by this Agreement. We don't make any promises or guarantees we will approve any deviation from this Agreement. Still, we will try to accommodate reasonable requests.
8. If you exceed the Account limits allowed under Order Forms, including the number of individuals having access to use Teacher Accounts, then one of the following will happen:
   1. you will either (a) sign a new Order Form to buy licenses for the other unauthorized individuals using Teacher Accounts, or (b) pay an invoice for excess usage; or
   2. despite anything else in this Agreement, including Section 8, we may immediately terminate all access to the Services and terminate this Agreement.

7.6. Use of the Services; User Responsibility

1. You will, and you will cause all Users to, abide by and ensure compliance with this Agreement. You are responsible for your and your Users' access to and use of the Services and the Platform.
2. You are responsible for the activities of all Users, including making sure all Users will comply with the terms of this Agreement and any applicable Kaleidoscope XR policies.
3. You may not use the Services or Platform in any manner that could damage, disable, overburden, or impair our system, or interfere with any other party's use and enjoyment of the Services or Platform. You may not attempt to gain unauthorized access to any Services, Platform or other accounts, through hacking or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services or Platform.
4. Individual Users are not allowed to share Accounts, log-on credentials or allow access to their Accounts at any time. Failure of this restriction will result in the immediate termination of your subscription for breach of the Agreement and, in addition to any other rights Kaleidoscope XR may have under this Agreement, forfeiture of the remaining term of your subscription without refund of any prepaid amounts.

8.1. Unacceptable Behaviour

You must not and won't let any Users:

1. use the Services in any way or for any purpose that violates any law or regulation, or infringes, violates, or misappropriates the contract, intellectual property, privacy, personality rights, or other rights of any Person, including uploading, displaying, playing, or using any media files owned by others without their express permission;
2. change, or try to change, the tracking functionality on the Platform, including any of Software, or disable, change, or interfere with any device manager software in a way not permitted through the regular use of that software;
3. remove, change, or obscure any proprietary or other notices in the Platform;
4. do anything to get around any usage or volume limits applicable to the Services or the Platform, including letting individuals share login credentials;
5. do anything to, or try to, defeat, remove, or otherwise get around any security, authentication, access, or protection mechanisms for some or all of the Platform;
6. access all or any part of the Services to build a product or service that competes with the Services;
7. except as permitted by applicable law, which can't be excluded:
   1. try to copy, change, duplicate, create improvements or derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or part of the Platform;
   2. try to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human readable form all or any part of the Platform;
8. commercially exploit the Services or make them available to anyone except your Users;
9. try to obtain, or help anyone else obtain, access to the Services other than as provided for in this Agreement;
10. use the Services in any way that causes damage or injury to any Person or property.

8.2. Unacceptable Content

You must not and won't let any Users use the Services to access, create, post, upload, store, distribute, or use any content or materials that in our reasonable discretion:

1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, helps with illegal activity, depicts sexually explicit images, promotes unlawful violence, or is discriminatory based on race, gender, colour, religious belief, sexual orientation, or disability;
2. has any personal information or protected health information subject to any health privacy regulation or any other applicable law governing the processing, use, or disclosure of protected health information, including, for US based Users, the United States Health Insurance Portability and Accountability Act;
3. is used to impersonate any Person, including any Kaleidoscope XR staff;
4. infringes Kaleidoscope XR's or another Person's intellectual property or other rights, including any copyright, trademark, patent, trade secret, moral rights, privacy rights of publicity, or any other intellectual property right or proprietary or contractual right;
5. has viruses, bots, worms, scripting exploits, or similar materials; or
6. encourages illegal or tortious conduct or behaviour that is otherwise inappropriate.

8.3. Violations

1. You acknowledge that you remain liable for the acts and omissions of any Persons you allow, enable, or otherwise give access to the Services or the Platform, whether or not we expressly allow this access.
2. We assume no responsibility or liability for violations of this Agreement by Users or any other Person you allow, direct, or enable to access the Services or the Platform.

9.1. Configuration and Software

1. Unless set out in an Order Form, any Devices purchased from us will be configured to use the Software and Platform. These services are Professional Services.
2. All details and terms for shipping and receiving Devices from us will be described in the applicable Order Form, the Documentation, or our communications.
3. We will only ship Devices to your head office or other designated address you give to us.
4. If we aren't providing these configuration and installation Professional Services, we will provide Support Services to your Champion to help them with the configuration and installation of the Software.

9.2. Health and Safety

There are important health and safety warnings and instructions for using certain Devices (such as VR headsets) that you and your Users must read before first using the Platform. These are in the Documentation, in the manufacturer's labels and documentation included with a Device, and, in respect of Meta headset's, on the Meta website, which currently includes this web page https://www.meta.com/ca/legal/quest/health-and-safety-warnings/.

9.3. Warning

Failure to follow the health and safety warnings and instructions may result in damage to Devices or accessories and may increase the risk of personal injury, property damage, discomfort, or other potential hazards.

9.4. You are Responsible for Users

As between you and us, you are responsible and liable for any use of your Devices, including by your Users. You will ensure anyone using your Devices will read the health and safety warnings and instructions before using them, review any updates to those warnings or instructions, and comply with those warnings and instructions.

10.1. You Own Your Data

As between you and us, you and your licensors own all intellectual property rights in Your Data.

10.2. Our License to Your Data (excluding Case Studies)

You grant us a worldwide, non-exclusive, royalty-free license during the Subscription Term to access and use Your Data and any other information provided by you to allow us to provide you with the Services and as required to perform our obligations:

1. under this Agreement;
2. under our Privacy Policy;
3. as authorized or instructed by you;
4. as permitted or required by law.

In each case, we may sublicense the rights granted in this section to our agents and contractors to the extent necessary to enable us to perform and improve the Services. You represent and warrant that you have the right to grant the license in this Section 10.2 and that our use of Your Data under this Agreement won't infringe anyone's intellectual property or privacy rights.

10.3. Our License to Case Studies

You grant us a non-exclusive, irrevocable, perpetual, royalty-free, worldwide and transferable right and licence to use, reproduce, modify, copy, process, adapt, publish, transmit, create derivative works of, publicly display and distribute any Case Study, in whole or in part, for providing, maintaining, promoting and improving the Services, including training AI models, developing new offerings, or for any commercial purpose. For clarity, this includes the right to allow Case Studies to be used by other users of the Service without restriction and to transfer to them the same rights as granted to us above. If You (or any of your personnel) have any moral rights in any material provided, used or prepared in connection with Case Studies, you agree to (and will procure that your personnel) consent to our use or infringement of those moral rights. The contributors of Case Studies will be identified by name, title and/or institution unless removal of this information is requested before submission. After submission no changes (including removal of the Case Study) will be allowed unless expressly agreed to in writing by us.

10.4. You Are Responsible and Liable for Your Data

You and your Users are solely responsible for Your Data and any other content or materials you or they submit, upload, manage, or provide via the Services. We will not be responsible for the use or misuse of any content by you, Users, or any unauthorized use of Your Data by anyone else (other than our personnel). We reserve the right to exclude or remove any of Your Data we, in our sole discretion, determine to be not allowed under this Agreement.

10.5. License to Deidentified Aggregate Data

You grant a non-exclusive, worldwide, royalty-free right for us and for us to allow our service providers to process, use, and adapt Your Data for the limited purposes of: (1) providing the Services to you, and (2) generating technical, statistical, and other aggregate data derived from Your Data and your use of the Hosted Services ("Deidentified Aggregate Data") for our business purposes, including supporting and improving our products and services. We will only generate Deidentified Aggregate Data in a way that doesn't identify you or Users.

10.6. Our Right to Investigate Use

We may investigate any complaints and violations that come to our attention and may take any action, in our sole discretion, including issuing warnings, suspending access to the Services or the Platform, removing applicable data or other content, suspending or terminating Accounts, or taking other reasonable actions in our sole discretion.

10.7. Security of Your Data

1. We will use commercially reasonable efforts to maintain the technical, physical, and organizational measures described in the Privacy Policy to protect and preserve the security and integrity of Your Data and to protect against unauthorized disclosure or access to Your Data.
2. We will tell you about any material failure of its safety and security procedures or any security breach related to Your Data.

11.1.

You (including Users) may choose to use or get other third-party products or services to use with the Platform. Your receipt or use of any third-party products or services (and the third parties' use of any of Your Data) is subject to a separate agreement between you and the third-party provider.

11.2.

If you enable or use third-party products or services with the Platform, we will let the third-party providers access or use Your Data as required to interoperate their products and services. This may include transmitting, transferring, changing, deleting, or storing Your Data on systems belonging to third-party providers or others.

11.3.

Any third-party provider's use of Your Data is subject to the applicable agreement between you and such third-party provider. You will carefully review the agreement between you and the third-party provider, as provided by the applicable third-party provider.

11.4.

We aren't responsible for any access to or use of Your Data by third-party providers or their products or services or for the security or privacy practices of any third-party provider or its products or services. You are solely responsible for your decision to permit any third-party provider or third-party product or service to use Your Data. We disclaim all liability and responsibility for any third-party products or services (whether support, availability, security or otherwise) or the acts or omissions of any third-party providers or vendors.

12.1. Termination of this Agreement

1. Either party may terminate this Agreement immediately by giving notice to the other party if the other party materially breaches this Agreement unless, where the breach is capable of remedy, the other party remedies the breach within 30 days after receiving notice to do so. This cure period won't apply to breaches relating to the license grants, confidentiality provisions, or any outstanding amounts over 10 days past due. In the event of early termination permitted by this Agreement, you and Users will immediately stop using the Services, and you will pay any amounts still owing under this Agreement.
2. Either party may terminate this Agreement if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment to benefit creditors and that proceeding is not dismissed within 60 days.
3. In the event of a termination of this Agreement for cause under Section 12.1.1, we will refund any amounts prepaid for the Services on a prorated basis if we are the breaching party; and (ii) there will be no refund of any fees paid to us if you are the breaching party.

12.2. Suspension

If you breach this Agreement, rather than terminate this Agreement, we may suspend or restrict access to the Services until you correct the breach.

12.3. What Happens When this Agreement Terminates

Upon termination of this Agreement:

1. you must pay all accrued and outstanding amounts owing to us;
2. all non-perpetual licenses and use rights granted by a party end;
3. our duty to provide any further Services to you under this Agreement ends, except for those services this Agreement explains are to be provided following termination;
4. we will delete all Your Data stored on our servers within 30 days, or if not possible, as soon as commercially reasonably to do so;
5. all confidential information kept under a recipient's retention policies will still be subject to this Agreement's confidentiality obligations; and
6. any part of this Agreement which, by its nature, should survive termination will continue in force.

13.1. Use and Protection

As the recipient, each party will:

1. use Confidential Information only to fulfill its obligations and exercise its rights under this Agreement;
2. not disclose Confidential Information to third parties without the discloser's prior approval, except as permitted in this Agreement; and
3. protect Confidential Information using at least the same precautions the recipient uses for its Confidential Information and no less than a reasonable standard of care.

13.2. Permitted Disclosures

The recipient may disclose Confidential Information to its employees, agents, contractors and other representatives legitimately needing to know (including, for us, the subcontractors permitted under this Agreement), provided it remains responsible for their compliance with this Section 13.2 and they are bound to confidentiality obligations no less protective than this Section 13.2.

13.3. Exclusions

These confidentiality obligations don't apply to information that the recipient can demonstrate:

1. is or becomes public knowledge through no fault of the recipient;
2. it rightfully knew or had, without confidentiality restrictions, before receipt from the discloser;
3. it rightfully received from a third party without confidentiality restrictions; or
4. it independently developed without using or referencing Confidential Information.

13.4. Remedies

Breach of Section 13.1 may cause substantial harm for which monetary damages are an insufficient remedy. After a breach of Section 13.1, the discloser has the right to seek appropriate equitable relief, including an injunction, on top of other remedies.

13.5. Required Disclosures

The recipient may disclose Confidential Information (including Your Data) as applicable law requires. If permitted by law, the recipient will give the discloser reasonable notice of the required disclosure and reasonably cooperate, at the discloser's expense, to obtain confidential treatment for the Confidential Information.

14.1. Your Cybersecurity Obligations

1. We may introduce security features such as multi-factor authentication to make your accounts more secure. We may require you to adopt some of these features. When we make the use optional, you are responsible for any consequences of not using those features, although their use is strongly encouraged.
2. You must adopt and actively maintain security arrangements, including physical security, password and encryption tools, use of reputable antivirus software and use of other reasonable security measures we specify.

14.2. Your Acts or Omissions

If performing our obligations under this Agreement is prevented or delayed by any act or omission of yours or your Champions, agents, subcontractors, consultants, or employees, then we won't be considered in breach of its obligations under this Agreement. We will also not otherwise be liable for any costs, charges or losses sustained or incurred by you.

14.3. Export Controls

Each party (a) will follow all export and import laws in performing this Agreement and (b) represents and warrants it is not listed on any Canadian or U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a Canadian or U.S. government embargo or designated by the Canadian or U.S. governments as a "terrorist supporting" country.

14.4. Marketing Permissions

1. We may use your name and logo on our website, in marketing materials, and discussions with potential new clients. We may also refer to you as one of our clients and broadly describe our work for you, including on our website, in submissions to directories, in marketing materials, and in discussions with potential new clients. This right will survive the termination of this Agreement. Please let us know if you'd prefer that we don't use your name and logo.
2. You agree that we may put out a press release naming you as our client and describing your intended use of our services and the benefits you expect from us. The content of that press release will be subject to your approval.

14.5. Feedback

If you provide us with feedback or suggestions about the Platform or our marketing, promotion, or provision of our services, we may use all feedback or suggestions any way and without compensation. You grant us a worldwide, perpetual, irrevocable, royalty-free license to use, copy, display, distribute, make, and incorporate into our services any suggestion, enhancement request, recommendation, correction, or other feedback made by you or your Users relating to the Platform or our marketing, promotion, or provision of our services, and waive any moral rights you may have in them.

14.6. Force Majeure

Neither party is liable for a delay or failure to perform this Agreement due to a Force Majeure. If a Force Majeure materially adversely affects the Services for 15 or more consecutive days, either party may terminate the affected Order Forms upon notice to the other, and we will refund you any prepaid, unused fees for the terminated part of the Subscription Term. This Section 14.6 doesn't limit your obligations to pay the fees owed.

14.7. Trials and Betas

We may offer optional access to certain features and functions of the Platform on a free, trial, beta or early access basis ("Trials and Betas"). Trials and Betas are permitted only for your internal evaluation during the period specified by us (or, if not designated, 30 days). Either party may terminate your use of Trials and Betas at any time. Trials and Betas may be inoperable, incomplete or include features never released. All Trials and Betas are provided "as-is," without indemnification, support, warranty, conditions, or liability or rights to damages of any kind, expressed or implied, unless such exclusion of liability is not enforceable under law, in which case our liability will not exceed USD$100.00.

15.1. Mutual Warranties

Each party represents and warrants that:

1. it has the legal authority to enter into this Agreement, and
2. received all approvals it needs to execute, deliver, and perform this Agreement.

15.2. Your Warranties

You represent and warrant that:

1. all Your Data disclosed or transferred to us will be collected and disclosed in compliance with all laws; and
2. none of Your Data will violate the rights of any Person.

15.3. Our Limited Warranty

When used pursuant to the terms of this Agreement, we warrant that the Services and Platform will perform substantially in conformity with the Documentation. Your sole remedy for any breach of this warranty is for us to correct the Services or Platform to make them substantially conform to the Documentation; failing which we will reimburse you the remainder of any pre-paid fees.

15.4. Disclaimer of Warranties

Except as expressly set out in this Agreement, to the extent permitted by applicable law, we make no warranties, representations, claims, conditions, guarantees or undertakings of any kind or nature, whether express, implied, statutory, or otherwise. We assume no liability for any implied warranties or conditions, including any implied warranty or condition of merchantability, fitness for a particular purpose, title, or non- infringement.

15.5. Services Disclaimer

1. Except for the express warranties for the Service given by us in this Agreement, all Services, including the Platform, Support Services, and Professional Services, are provided "as is" without express or implied warranties or conditions.
2. We don't warrant that your use of the Services will be uninterrupted or error-free.
3. We aren't responsible for delays, delivery failures, or any other loss or damage caused by data transfer over communications networks and facilities, including the internet. You acknowledge that the Services are subject to limitations, delays and other problems in using communications networks and facilities.
4. We don't control content posted in or using the Services. We don't control Your Data. We give no representations, warranties, conditions, or guarantees about the accuracy, completeness, currency, correctness, reliability, integrity, usefulness, quality, fitness for purpose or originality of the content or Your Data.
5. We aren't responsible for any loss, destruction, alteration, or disclosure of Your Data caused by any third party, except those third parties engaged by Us to maintain and back up Your Data, and in such instance, only to the limits provided in section 17 of this Agreement.

16.1. Indemnification Definitions

"Customer-Covered Claim" means a third-party claim against us arising from: (a) any infringement, misappropriation or violation of any intellectual property or privacy rights by you or Users; (b) use of your Devices by you, Users or any other Person; or (c) your or Users' actual or alleged breach of Section 8.

"Kaleidoscope XR-Covered Claim" means a third-party claim against you arising from an allegation that the Platform or Services, when used as allowed in this Agreement, infringes or misappropriates a third party's intellectual property rights.

16.2. Indemnification by Us

At our own cost, we will defend you against any of Kaleidoscope XR-Covered Claims and indemnify and hold you harmless against any damages or costs awarded against you (including reasonable legal fees) or agreed in settlement by us resulting from Kaleidoscope XR-Covered Claims.

16.3. Indemnification by Customer

You, at your own cost, will defend us against any of the Customer-Covered Claims, and you will indemnify and hold us harmless against any damages or costs awarded against us (including reasonable legal fees) or agreed in settlement by you resulting from Customer-Covered Claims.

16.4. Indemnification Procedures

1. The indemnifying party's obligations in Section 16 are subject to receiving from the indemnified party:
   1. prompt notice of the claim (but delayed notice will only reduce the indemnifying party's obligations to the extent the delay prejudices it);
   2. the exclusive right to control the claim's investigation, defence, and settlement; and
   3. reasonable cooperation at the indemnifying party's expense.
2. The indemnifying party may not settle a claim without the indemnified party's prior approval if the settlement would require the indemnified party to admit fault or take, or not take, any action (except regarding the use of the Services when you are the indemnifying party). The indemnified party may participate in a claim with its counsel at its own expense.

16.5. Mitigation

In response to an infringement or misappropriation claim, if required by settlement or injunction or as we determine necessary to avoid material liability, we may:

1. get rights for your continued use of the Services;
2. replace or change the allegedly infringing part of the Services to avoid infringement without reducing the Services' overall functionality; or
3. terminate the affected Order Form and refund any prepaid, unused fees for the terminated part of the Subscription Term.

16.6. Exceptions

Our obligations in Section 16 don't apply to a claim if such claim:

1. would not have arisen but have been avoided but for the combination, operation, or use of the Services or any of the Platform (a) with any third-party product, service, equipment, or software, or (b) Your Data;
2. is based on the operation or use of the Services or the Platform in a way not consistent with the Documentation or in violation of this Agreement; or
3. comes from any unauthorized use of the Services.

17.1. Liability Definitions

"Uncapped Claims" means (a) the indemnifying party's obligations under Section 16 (Indemnification), (b) either party's infringement or misappropriation of the other party's intellectual property rights, (c) any breach of a party's confidentiality obligations under this Agreement, (d) your payment obligations, and (e) liabilities that can't be limited by law; and

"General Cap" means an amount equal to the total amounts paid or payable by you to us under this Agreement in the 12 months right before the first incident giving rise to liability.

17.2. Mutual Limitation of Liability

Except for Uncapped Claims and your responsibility to pay all non-disputed invoices, each party's entire liability to the other arising from or related to this Agreement will be limited to direct damages and in no event exceed the General Cap.

17.3. Consequential Damages Waiver

Neither party will have any liability arising out of or related to this Agreement for indirect, special, incidental, remote, speculative, exemplary, punitive, reliance, or consequential damages or damages for loss of use, data loss, lost profits, or business interruption.

17.4. Nature of Claims

The waivers, exclusions, and limitations of damages in this Agreement apply no matter how those damages are caused or no matter any theory of liability or theory of relief, whether based in contract, tort, negligence or otherwise, even if the liable party were advised of the possibility of those damages. The waivers, exclusions, and limitations of damages will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

17.5. Insurance

We have bought and will maintain insurance coverage for some parts of our legal liability, including:

1. commercial general liability insurance coverage of two million Canadian dollars (CDN$2,000,000) per claim and in the aggregate;
2. professional liability insurance coverage of two million Canadian dollars (CAD$2,000,000) per claim and in the aggregate; and
3. cyber liability insurance coverage of two million Canadian dollars (CAD$2,000,000) per claim and in the aggregate.

18.1. Notices

1. Except as stated in this Agreement, any notifications under this Agreement must be given using: (a) certified or registered mail; (b) a nationally recognized overnight courier; or (c) email to the proper party at the address set out on the Order Form.
2. Notices become effective on: (a) the second business day after mailing; (b) one business day following delivery to a courier; or (c) if by email, then upon confirmation of receipt.
3. Billing-related notices to you will be addressed to the billing contact designated by you, and all other notices will go to the contact designated by you in the Order Form.
4. Either party may update its address with notice to the other.
5. We may also send operational notices through the Platform.

18.2. Assignment

Neither party may assign its rights or obligations under this Agreement without the other party's written consent. A party may assign its rights and obligations under this Agreement to an Affiliate as part of a reorganization or to a buyer of its business entity or substantially all of its assets or business to which rights and obligations pertain without the other party's consent if: (a) the buyer is not insolvent or otherwise unable to pay its debts as they become due, (b) the buyer is not a competitor of the other party, and (c) this Agreement binds any assignee. Other than allowed in this Section 18.2, any attempt by a party to transfer its rights or obligations under this Agreement is void.

18.3. Successors and Assigns

This Agreement benefits and binds the parties and their successors and allowed assigns.

18.4. Dispute Resolution

If any dispute arises between the parties, a meeting will be held between representatives of each party with decision-making authority to settle the dispute. At the meeting, the parties will attempt in good faith to negotiate an informal resolution. If the dispute is not resolved through negotiation within 30 days, then any party may begin legal action against the other under this Agreement.

18.5. Governing Law and Courts

1. This Agreement will be governed by, and be construed in accordance with, the laws of the Province of Alberta and the federal law of Canada applicable in Alberta without regard to any choice of law rules thereunder. The United Nations Convention on Contracts for the International Sale of Goods (also called the Vienna Convention) won't apply to this Agreement or the transactions contemplated by this Agreement.
2. For the purpose of all legal proceedings, this Agreement shall be deemed to have been performed in the Province of Alberta and the courts of the Province of Alberta shall have exclusive jurisdiction to entertain any action arising out of this Agreement. The Parties each hereby agree to submit to the exclusive jurisdiction of the courts of the Province of Alberta and all courts of appeal therefrom for all matters arising out of or in connection with this Agreement.

18.6. Injunctive Relief

Nothing in this Agreement will prevent either party from applying to a court of competent authority for injunctive or other equitable relief in the case of an infringement of intellectual property rights, the breach of a duty of confidentiality, or to preserve or protect real or tangible property from continuing damage or risk of same.

18.7. Waivers and Severability

The failure of either party to exercise any right under this Agreement, or to insist upon strict or full performance of any obligations under this Agreement, does not constitute a waiver or relinquishment of any provision of this Agreement. To bind a party, any such waiver must be express and in writing signed by that party; and waivers can't be inferred from conduct. The rights of the parties under this Agreement are cumulative and not alternative. If any provision of this Agreement is held invalid, void, illegal, or unenforceable, it will be limited to the minimum extent necessary, so the rest remains in effect.

18.8. Independent Contractors

This Agreement does not create or imply any agency, partnership, or joint relationship between the parties, and does not authorize either party to bind or obligate the other in any way.

18.9. No Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement.