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SOFTWARE-AS-A-SERVICE AGREEMENT 

At Beauceron Security Inc. we are in the business of risk management.  To
contain risks and keep fees economical, we have put in place the terms and
conditions set out below.  Upon accessing this website or upon purchasing our
products or support services, as the case may be, you agree to these terms on
conditions.

“We,” “us”, “our” or “Beauceron” refers to Beauceron Security Inc.  “You” or
“Your” refers to you as a Beauceron customer or a visitor to
www.beauceronsecurity.com.  


GENERAL

This website and these terms and conditions are provided “as is” and are
accessed and used by you at your own risk. Although reasonable efforts are used
to ensure that the website is current and contains no errors or inaccuracies, we
make no representations, warrantees or guarantees that the information, content
or materials included in this website will be error free, completely accurate or
current at all times, or at any time.

Beauceron controls this website from its offices within New Brunswick, Canada.
You agree that (a) all matters relating to access to, use of, or purchases
through this website will be governed by the laws of New Brunswick and the
federal laws of Canada applicable to New Brunswick; (b) the courts of York
County, New Brunswick have jurisdiction; (c) the United Nations Convention on
Contracts for the International Sale of Goods will not apply; and (d) you are
responsible for complying with all local laws.  Unless otherwise specified,
references to dates and time of day mean Atlantic Standard Time.

Beauceron may modify these terms and conditions from time to time, for any
reason, by posting revised terms and conditions on this website. Please review
these terms and conditions from time to time so you will be apprised of any
changes. If you continue to use this website after the revised terms and
conditions have been posted, you will be deemed to have agreed to them.


HELPFUL DEFINITIONS

“Business Day” means Monday to Friday except for statutory holidays in the
Province of New Brunswick, Canada;

“Confidential Information” means any and all information disclosed, either
directly or indirectly, by a disclosing party (“Disclosing Party”) to a
receiving party (“Receiving Party”) in connection with this Agreement, whether
provided before, on or after the Effective Date, including without limitation,
any inventions or discoveries (whether or not patentable), trade secrets, ideas,
concepts, prototypes, designs, financial information, technical data or
know-how, marketing and product information, pricing, business plans, contracts 
policies and procedures, customer lists (including customer information),
technologies (including computer programs, computer code, modules, scripts,
algorithms, routines, systems, databases, equipment, features, processes,
methodologies, schematics, testing procedures, software design and architecture,
design and function specifications, analysis and performance information, and
user documentation), internal documentation and materials and any personal
information pertaining to an individual or person, such as employees or
customers, together with all notes, memoranda, analysis, records, or other
documents prepared by Receiving Party or its representatives  containing or
based upon, in whole or in part, information acquired from Disclosing Party in
connection with this Agreement; verbal, written or machine-readable form, and
regardless of whether it is specifically identified or marked as “confidential”
or “proprietary”;

 “Documentation” means the user and technical manuals in paper or electronic
format for the Software that we generally make available to our customers, as
updated, amended and replaced from time to time;

“Effective Date” means the earlier of the date on which (1) we receive your
payment of the fees and (2) the date your users access the Software;

“Maintenance” means Updates and Upgrades to the Software;

“Maintenance Release” means periodic releases of revisions to the Software and
may include any Update, release or other adaptation or modification of the
Software that we may generally provide to our license holders; but, not an
Upgrade;

“SaaS Agreement”  or “Agreement” means these terms and conditions together with
our proposal, quote, sales order or invoice;

“Software” or “Software as a Service” or “SaaS” means our cloud-based behaviour
change platform to which we have provided you access;

“Support Services” means telephone and email answers to resolve inquiries
concerning the functioning and use of the SaaS and malfunctions as set out in
these terms and conditions;

“Training” means the education and training of your system administrators and
other personnel to assist in preparing you to operate, manage and use the
Software.

 “Update” means changes to the Software to correct errors or defects, or to make
the Software conform to our specifications; and,

“Upgrade” means improvements, enhancements, additions or changes to the Software
which:

(a)            provide new or enhanced capability;

(b)           replace any portion of a Beauceron product; or,

(c)            enable the SaaS to operate with third-party technology.


TERM

The initial term of this Agreement commences on the Effective Date and continues
for a period of one (1) year, subject to early termination, unless otherwise
specified on the proposal, quote, sales order or invoice.  This Agreement may be
automatically renewed thereafter for an unlimited number of one (1) year periods
upon our receipt of your annual fees.


TERMINATION

There are two ways this Agreement may be terminated prior to expiry.

First, if either of us breaches any provision of this Agreement, the
non-breaching party may, by notice to the breaching party, terminate this
Agreement upon one hundred and twenty (120) days written notice unless, in the
case of a breach capable of remedy, the breaching party cures the breach within
that period.

Second, either of us may terminate this Agreement within thirty (30) days
written notice if the other commits one or more of the following breaches of
this Agreement:

(a)           terminates our respective business;

(b)           voluntarily or involuntarily files a bankruptcy petition or
similar proceeding under the laws of our respective jurisdiction;

(c)            becomes insolvent or makes an assignment for the benefit of
creditors;

(d)           fails to comply with any other material provision of this
Agreement; or,

(e) you fail to pay us amounts due in accordance with this Agreement.

On termination of this Agreement, your use of the Software as well as any access
to our Maintenance and Support Services will cease. 


PAYMENT

All fees will be set out in a proposal, quote, sales order or invoice as
provided by us to you.  Renewal fees are based on our then-applicable annual
subscription fees.  Support Services shall be performed on a “time and
materials” basis and any statement of fees prior to the Support Services
completion is an estimate only.

Fees for our excluded services below, as well as services not otherwise set out
in these terms and conditions, shall be calculated at the then-applicable rate
set forth in our proposal, quote, sales order or invoice indicating:

(a)            nature of services;

(b)           list of expenses; and,

(c)            registration numbers for applicable taxes.

Our invoices are payable:

(a)            by you upon receipt in Canadian dollars, unless otherwise
specified in the proposal, quote, sales order or invoice, and

(b)           within thirty (30) days, unless otherwise specified in the SaaS
Agreement or invoice.

You agree that you shall not withhold from payments any federal, state or
provincial income tax, unemployment insurance premiums, premiums or
contributions to any federal, state or provincial retirement plan or any other
amounts not required by law.


SERVICE MODEL

You may use our Software for your own internal use to:

(a)           measure, monitor and manage cyber risk as assessed by the system
using our user surveys, self-assessments, education and quizzes as well as
external threat information gathered by our SaaS;

(b)           deliver online-based educational materials via included course
modules, licensed third-party content or your unique modules using our course
builder tool;

(c)            conduct simulated social engineering attacks via email and text
message against only your organization or a subsidiary using the built-in
simulated phishing emails or custom emails;

(d)           deliver email newsletters for security awareness with content
provided by us, developed by you or through licensed third-party content; and,

(e)           use any other features for the purposes they were designed
according to the Documentation that we may make available to you during the
Term.

You may not:

(a)           use, copy, modify, rent, sell, distribute or transfer any part of
the Software except as provided in this Agreement, and shall not authorize or
instruct any third party to engage in any of the specific uses of the Software
as identified in in this Agreement;

(b)           connect to third party systems through unlicenced application
programming interface;

(c)            reverse engineer, decode, decompile, or disassemble the Software;

(d)           sublicence the Software to third-party organization;

(e)           add, remove, obscure or modify any label or other indication of
trademark, copyright or other intellectual property rights on the Software, our
Documentation or other written material supplied by us; or,

(f)            duplicate or reproduce any Software, our Documentation or other
written material supplied by us,

without our explicit prior written consent.

You acquire only the right to use the Software in accordance with this Agreement
and you do not acquire any intellectual property rights to the Software, our
Documentation or our Confidential Information.   You retain all intellectual
property rights to your content and data.


TRAINING   

 You may use all of our training methods and materials supplied or developed
under this Agreement (and these materials shall be considered our Documentation
owned solely by us) during, and for the sole purpose of, this Agreement. 
Copying or reproducing any of our Documentation or training material for
external distribution is strictly prohibited.  Fees for training and
Documentation shall be set out in our proposal, quote, sales order or invoice.


MAINTENANCE RELEASES

A Maintenance Release may contain, among other things, revisions, error
corrections, enhancements, improvements or other changes to the user interface,
functionality, compatibility, capabilities, performance, efficiency or quality
of the Software.  Each Maintenance Release constitutes a part of the Software
and is subject to the terms and conditions of this Agreement.   


SUPPORT SERVICES

Support Services are provided during normal business hours (9:00am to 5:00pm
AST) on Business Days.  We may engage certain third parties for the purposes of
providing Support Services. 


SUPPORT ROLES AND RESPONSIBILITIES

We divide support requests into the following categories with the associated
responsibilities:

(a)            Tier One addresses basic user authentication issues, basic user
interface questions and user questions about score, reporting suspected phishes,
and typos and errors in custom content developed by you.  You are responsible
for all Tier One requests.  

(b)           Tier Two addresses administrative user questions related to
managing your tenant not covered by our standard documentation.  We, or our
third-party contractor, will respond within one (1) Business Day of each Tier
Two request.   

(c)            Tier Three addresses:

(1) broken functionality in the SaaS; and,

(2) service availability or speed issues.


TIER TWO AND THREE PROTOCOL

We will notify you of the action that will be taken and, if applicable, of the
availability of a fix.    We will make all reasonably commercial efforts to:

(a)            restore the SaaS to functionality within one (1) Business Day an
issue is reported if it is related to a service outage;

(b)           respond to any support requests and initiate resolution within one
(1) Business Day of receipt to our support email address
support@beauceronsecurity.com; and,

(c)            resolve each issue within five (5) Business Days from when the
issue was reported.


EXCLUDED SERVICES

The following are excluded from our Support Services:

(a)            any of your communication charges;

(b)           issues due to improper use of the SaaS resulting from insufficient
training;

(c)            issues arising from applying the SaaS to uses for which the SaaS
was not designed;

(d)           issues related to your system and software environment;

(e)            issues relating to your network;

(f)             telephone support relating to business-consulting or
training-related issues; and,

(g)           government or regulatory changes affecting SaaS.

We may, on request and at then-prevailing rates, provide you with assistance
with the excluded services on a Business Day subject to a minimum charge of: 

(a)            One (1) hour for telephone, fax or modem consulting support; and

(b)           Eight (8) hours for on-site consultations (travel and living
expenses will be charged at cost).


CONFIDENTIAL INFORMATION

At all times during this Agreement and after its termination or expiration, each
of us shall:

(a)           protect the confidentiality of the other party’s Confidential
Information with the same degree of care as it uses for its own similar
information, but no less than a commercially reasonable degree of care;

(b)           not divulge or disclose the other party’s Confidential Information
to any third parties; and;

(c)            not use any Confidential Information for any purposes other than
the performance of the obligations under this Agreement.

Confidential Information may only be used by those employees or agents who have
a need to know such information for the purposes related to this Agreement.

Our respective confidentiality obligations do not apply to any information that
is:

(a)           already known by the recipient prior to disclosure by the other
party;

(b)           independently developed prior to, or independent of, the
disclosure;

(c)            publicly available;

(d)           rightfully received from a third party with no duty of
confidentiality;

(e)           disclosed with prior written approval;

(f)             disclosed under, or required by, law.

(g)           aggregate data gathered, created or interpreted by the Software,
which will not contain any personal identifiable information.


EVENTS BEYOND OUR CONTROL

If either of us is affected by any act of God, act of war, or other cause beyond
our control and without fault or negligence, we shall promptly notify each other
of the nature and extent of the situation.  Neither of us shall be deemed to be
in breach of this Agreement, or otherwise be liable to the other, by reason of
any delay in performance or non-performance, of any of its obligations hereunder
to the extent that such delay or non-performance is due to any delaying cause of
which the other has been notified.  As well, the time for performance of that
obligation shall be extended accordingly, provided that we all use commercially
reasonable efforts to perform. 


WARRANTEES AND LIABILITY

We represent and warrant to you that we own, or have sufficient rights to, all
intellectual property rights to the Software and any third-party products used
in the Software.  The Software is provided “as is” and we do not warrant that
use of the Software will be uninterrupted or error free. 

We also warrant that our Maintenance and Support Services will be performed in a
professional manner in conformance with generally accepted industry standards. 
We will rectify any Support Services which fail to conform with these standards
provided you report to us in writing within thirty (30) days after the failure. 

WE MAKE NO WARRANTEES, REPRESENTATIONS OR CONDITIONS WITH RESPECT TO THE
SOFTWARE, MAINTENANCE OR SUPPORT SERVICES EXCEPT AS SET OUT IN THESE TERMS AND
CONDITIONS AND ALL OTHER WARRANTEES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR
IMPLIED, INCLUDING ANY WARRANTEES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, ARE HEREBY EXCLUDED.  WE DO NOT WARRANT ANY SOFTWARE OR OTHER PRODUCTS
MANUFACTURED BY THIRD PARTIES AND SUPPLIED IN CONNECTION WITH THE SOFTWARE,
MAINTENANCE AND SUPPORT SERVICES.

OUR LIABILITY FOR DAMAGES OR INDEMNIFICATION HEREUNDER SHALL BE LIMITED TO
DIRECT DAMAGES AND SUCH AMOUNT SHALL BE NO GREATER THAN THE AMOUNT ACTUALLY
BILLED TO YOU BY US FOR THE FIRST SIX (6) MONTHS OF THIS AGREEMENT.   IN NO
EVENT SHALL WE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES OR DAMAGES FOR YOUR LOST PROFITS, DATA, OPPORTUNITIES OR REVENUES
RELATING TO THIS AGREEMENT.   THESE LIMITATIONS AND EXCLUSIONS FROM LIABILITY
SHALL APPLY REGARDLESS OF THE BASIS OF THE CLAIM, INCLUDING, WITHOUT LIMITATION,
ANY CLAIM OF BREACH OF CONTRACT, AND SHALL APPLY FOR THE BENEFIT OF OUR
OFFICERS, EMPLOYEES, AGENTS AND SUBCONTRACTORS.

NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY
EITHER PARTY MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ARISEN, EXCEPT FOR
PAYMENT OF AN OUTSTANDING ACCOUNT.


THINGS TO AVOID

This SaaS Agreement, these terms and conditions or any right, licence, privilege
or obligation provided herein may not be assigned, transferred or shared by you
without our prior written consent, which consent shall not be unreasonably
withheld.  Any attempted assignment without such consent is void.

You may not issue press releases or otherwise publish any information with
respect to the SaaS, Maintenance Releases or Support Services without our prior
written consent.


EXTRA CONSIDERATIONS

This Agreement will be governed in all respects by the laws of the Province of
New Brunswick, Canada.  Under no circumstances will either of us be a partner,
employee or agent of the other.  If any provision in this Agreement is held
invalid or unenforceable it will be construed, limited or, if necessary, severed
to the extent necessary to eliminate such invalidity or unenforceability.


WHERE YOU CAN FIND US

Beauceron Security Inc.
527 Queen Street, Suite 110
Fredericton, New Brunswick, E3B 1B8
www.beauceronsecurity.com
+1 (877) 516-9245
info@beauceronsecurity.com


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