TERMS AND CONDITIONS

These Terms ("Terms") describe your rights and responsibilities when using the Subscription Services (defined below). If you are a Subscriber, these Terms will apply to your access and use of the Subscription Service, whether that access and use is by you or your employees, contractors and others that you permit to use the Subscription Service or your Authorized Users. If you have been invited to use the Service by a Corporate Subscriber, additional User Terms ("User Terms") may govern your access to and use of the Subscription Services.

These Terms form a contract between Subscriber and Daedalus TTRPG Inc. (Daedalus, "we", "us" and "our"). "Subscriber" is the individual, company, organization or other legal entity described in the Order Form (also referred to as "Subscriber", "you" and "your"). Subscribers include Corporate Subscribers (as defined below) unless otherwise specified. By completing the Order Form, clicking a box indicating your acceptance of these Terms, accessing or using the Subscription Services or allowing any Authorized User to access or use the Subscription Services, you agree to be bound by these Terms. If you enter into these Terms on behalf of a company, organization or other legal entity ("Corporate Subscriber"), you represent and warrant that you have the authority to bind that entity to these Terms. These Terms, any Order Form entered between the Parties from time to time, and any documents, policies and procedures incorporated herein by reference, all as may be amended from time to time as permitted herein, are collectively referred to as the "Agreement". This Agreement will become effective on the date that you accept the Terms or access or use the Subscription Services ("Effective Date"). Daedalus reserves the right to reject any Order Form and prevent access to the Subscription Services.

If you are not of the age of majority in your jurisdiction, do not agree with these Terms or otherwise do not have the authority to enter into these Terms, you must not access or use the Subscription Services.

1 ELIGIBILITY, SUBSCRIPTIONS AND LICENSES

1.1 You must be at least the age of majority in your jurisdiction to enter into this Agreement. If you are under the age of majority, you may only enter into this Agreement with the authorization of your legal guardian, and you and your legal guardian represent and warrant that you and your legal guardian have read, understood and agreed to these Terms. You represent and warrant that: (a) you have the legal capacity to agree to the Terms; (b) you are not located in a country embargoed by Canada or the United States or are not otherwise on an embargoed list; and (c) you will comply with all applicable laws and regulations in connection with your use of the Subscription Services (including but not limited to applicable privacy laws), and in accordance with the terms and conditions specified in these Terms.

1.2 Subscriber subscribes for and will pay the Fees for, and Daedalus will provide, the Subscription Services to Subscriber as set out in each Order Form (each, a "Subscription"), as may be amended as permitted hereunder. The Order Form may offer different types of Subscriptions and plans related to those Subscriptions ("Subscription Plans"). If a Subscription Plan does not charge Fees, Subscriber must comply with specific terms and conditions regarding such use as set out in this Agreement.

1.3 Subject to the terms and conditions of this Agreement, including the restrictions set forth in Section 2, Daedalus grants to Subscriber a non-exclusive, non-transferable, worldwide, revocable right and license during the term of this Agreement to: (a) if an individual Subscriber, to access and use the Platform via each Subscription Service for which Subscriber has a valid and current Subscription pursuant to an Order Form for Subscriber’s Internal Use; or (b) if a Corporate Subscriber, permit its Authorized Users to access and use the Platform via each Subscription Service for which Subscriber has a valid and current Subscription pursuant to an Order Form for Subscriber’s Internal Use. Corporate Subscribers acknowledge that each Authorized User will be required to create an individual user account and password and accept the User Terms to obtain access to the Subscription Services. Subscriber and Authorized User accounts are non-transferable and, as such, Corporate Subscribers shall ensure that Authorized Users do not share user accounts or passwords. Corporate Subscribers are responsible for ensuring all Authorized Users comply with these Terms and the User Terms. Further restrictions on the Subscription, related to the specific Subscription Plan selected, are set out in the Order Form.

1.4 Subject to specific provisions in an Order Form including provisions regarding Beta Use and special provisions attached time-limited offers, the initial term of each Subscription will commence on the effective date of the applicable Order Form and run for either a 1 month term or for an initial period of 12 months (each the "Initial Term"). Subject to the termination provisions in Section 13 of this Agreement, any specific provisions in an Order Form or special provisions attaching to time-limited offers, each Subscription will automatically renew for an unlimited number of additional 1 month or 12 month terms (each such 1 month or 12 month term being a "Renewal Term" and collectively, the "Renewal Terms").

1.5 Daedalus may agree to provide the Subscription Services for beta use as set out in the Order Form ("Beta Use"). If a Beta Use is provided, then, notwithstanding anything else in these Terms, in connection with such Beta Use (1) no fees will apply, except for any beta use fee specified in the Order Form, (2) the Subscription Services and the Platform are provided "AS IS" and no warranty or indemnity obligations of Daedalus, set out in these Terms, will apply, and (3) Subscriber may terminate this Agreement and all of its rights hereunder by providing Daedalus written notice thereof no less than 10 days prior to the end of the Beta Use; otherwise, this Agreement shall continue in effect for the Initial Term (subject to earlier termination as provided in these Terms). Daedalus makes no commitment regarding any Beta Use or offering of any Subscription Services from such Beta Use.

2 RESTRICTIONS AND RESPONSIBILITIES

2.1 The licenses granted in Section 1.3 are explicitly conditioned on Subscriber’s adherence to the following restrictions and compliance with its responsibilities as set forth in Section 2.2, below.

2.2 You will access and use (and permit access to and use of) the Platform only in conformance with (and will comply with) these Terms, the Order Form, Documentation, all Daedalus policies and all applicable laws. Your breach of this section shall immediately and without further action terminate the rights granted under these Terms. Except as expressly authorized by these Terms or Documentation or as otherwise expressly permitted in writing by Daedalus, you will not (and will not authorize, encourage or cooperate with any third party to):

2.2.1 access or use any Subscription Services for any purposes other than the Internal Use of Subscriber;

2.2.2 assign, sublicense, rent, lease, grant a security interest in, or otherwise transfer any rights in the Platform;

2.2.3 access or use the Platform other than as permitted hereunder in conjunction with valid and current Subscription Services;

2.2.4 access or use the Platform or Subscription Services in a manner that contravenes any provisions of this Agreement or applicable statutes, laws, ordinances, or regulations;

2.2.5 if a Corporate Subscriber, allow any third party to have access to the Platform or Subscription Services, other than Authorized Users;

2.2.6 combine or use the Platform with any other software that could cause the Platform to be subject to any open source or similar license that requires as a condition of use that the Platform be: (1) made available or distributed in source code form; (2) licensed for the purpose of making derivative works or under terms that allow for reverse engineering, reverse assembling or disassembling of the Platform (other than as required to by law); or (3) redistributable at no charge;

2.2.7 copy, distribute, modify, translate, reverse engineer, decompile, dissemble, upload or post the Platform on a network, bulletin board, intranet, extranet or web site, create derivative works based on the Platform, or merge the Platform into any other software;

2.2.8 remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Platform;

2.2.9 decompile, disassemble, engage in other reverse engineering or otherwise attempt to discover the structure or organization, underlying algorithms or other protocols, data structures, or the source code of the Platform;

2.2.10 breach, or attempt to breach or circumvent, any security or authentication measures used by the Platform or the Subscription Services;

2.2.11 develop or distribute any offering similar to or competitive with the Platform;

2.2.12 introduce any viruses, malware, worms, malicious code or any other destructive element into the Platform;

2.2.13 send or otherwise post unsolicited or unauthorized communications, including commercial communications (such as spam) through the Platform;

2.2.14 develop, access, store, distribute, introduce, or transmit any material during the course of its use of the Platform or the Subscription Services which is deceptive, harmful, false, defamatory, infringing of privacy, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, promotes violence, is discriminatory to any person including based on gender, race, religious belief, sexual orientation, or disability, or is otherwise illegal or causes damage or injury to any person or property, or encourage or permit any third party to do so;

2.2.15 interfere with any other user’s use of the Platform or Subscription Services; or

2.2.16 in the Ad-Supported Subscription, use any method to block advertisements;

2.2.17 use the Platform other than in accordance with applicable Documentation, the Order Form and Daedalus policies.

3 FEES AND PAYMENT

3.1 Subject to Section 3.7, Subscriber shall pay Daedalus the Fees specified by Daedalus for the tier of Subscription Services selected in the Order Form. Subscriber shall make payments of Fees by third party payment service as designated in the Order Form. Subscriber shall provide Daedalus with the required account information to allow Daedalus to charge the applicable account. These charges will be applied to Subscriber’s account in advance of the period in which the Services are to be provided or made available to Subscriber. For example, for a monthly billing cycle, Daedalus shall charge Subscriber’s account at the beginning of the month for the entire month. By providing Daedalus with Subscriber’s payment account information, Subscriber authorizes Daedalus to charge the applicable account for the Services. All payments shall be made in US dollars.

3.2 Daedalus may adjust the Fees charged to the Subscriber during any Renewal Term by providing a notice of such adjustment in Fees.

3.3 Other than as expressly set out in this Agreement, all Fees paid under this Agreement are non-refundable.

3.4 All Fees are exclusive of, and Subscriber will pay all applicable federal, provincial, state, and local sales, use, value added, surcharges, excise, franchise, property, gross receipts, license, privilege, and any other taxes, duties, levies or fees (collectively, "Taxes") assessable with respect to the Subscription Services. If any authority imposes any Taxes, excluding those based on Daedalus’ net income, upon any transaction under this Agreement, Subscriber agrees to pay that amount as specified in an invoice or to supply such documentation as Daedalus may reasonably require to confirm an exemption from the payment of such Taxes.

3.5 Subscriber shall maintain the accuracy, completeness and effectiveness of Subscriber’s billing information (including without limitation ensuring an active account with sufficient credit to make payments of all amounts due is authorized and included in the billing information) and shall immediately make appropriate changes to Subscriber’s account of any changes to such account or other billing information. Should a Corporate Subscriber fail to do so, Daedalus shall have the right to immediately suspend, terminate or cancel the Corporate Subscriber’s access (and the access of its Authorized Users) to the Subscription Services without notice and shall have no liability to the Corporate Subscriber or any third party for doing so. Further, for Corporate Subscribers, if any Fee becomes delinquent and continues delinquent for more than 30 days, Daedalus may issue a notice to the Corporate Subscriber of such delinquency (a "Fee Delinquency Notice"). At Daedalus’ option, all or any part of the Subscription Services provided under this Agreement may be withheld until Corporate Subscriber has paid all Fees specified in a Fee Delinquency Notice. This Agreement may be terminated if any such delinquent Fees as set out in the Fee Delinquency Notice remain unpaid for a further 30 days after the receipt by the Corporate Subscriber of a Fee Delinquency Notice. Reinstatement of the Subscription Service(s) following any such suspension or termination will be on such terms, and subject to guarantees, reinstatement fees and/or security deposits, as Daedalus may determine in its sole discretion, acting reasonably. For individual Subscribers, if any Fee becomes delinquent and continues delinquent for more than 30 days or if a Subscription is not renewed or expires, the Subscription shall revert to the Ad-Supported Subscription.

3.6 All amounts remaining unpaid when due will bear interest at the rate of 1.5% per month compounded monthly until paid in full.

3.7 Where no Fees are payable since Subscriber has selected the Ad-Supported Subscription Plan, Subscriber acknowledges that this Subscription Plan does include mandatory third party advertising components.

4 IMPLEMENTATION

4.1 Implementation of the Subscription Services will start as soon as commercially reasonably possible following the effective date of the applicable Order Form, subject to both Parties meeting their obligations described below. Daedalus’ obligation to carry out implementation will be conditional on Subscriber paying all Fees owing as of the effective date of the applicable Order Form.

4.2 In addition to any obligations in an applicable Order Form, Subscriber will be responsible for the following:

4.2.1 before and during implementation, Subscriber will gather and submit any business information required by Daedalus to implement the Subscription Services; and

4.2.2 Subscriber is solely responsible for obtaining and securing all rights necessary to use any User Content in conjunction with the Subscription Services.

5 SERVICE DELIVERY

5.1 Subscriber does hereby grant Daedalus a worldwide, royalty-free, non-exclusive license to access, view, transmit, store, process or otherwise use User Content as reasonably required to provide the Subscription Services hereunder. Subscriber will cooperate with Daedalus, on a commercially reasonable basis and upon request, if Daedalus should require access to Subscriber’s personnel, facilities, information, data, computers, computer software or additional information to perform its obligations under this Agreement. Daedalus will hold the User Content in encrypted form on the Platform.

5.2 Subscriber will comply with and access, and Daedalus will perform, the Subscription Services according to applicable policies, terms of use and legal notices referenced herein, in any Order Form attached to or linked to from this Agreement or otherwise provided to Subscriber, as Daedalus may in its sole discretion, adopt or change from time to time. Subscriber expressly agrees that Subscriber’s ongoing access and use of the Subscription Services will be deemed to be Subscriber’s agreement to such modifications.

5.3 Subscriber agrees to notify Daedalus immediately if Subscriber suspects the Subscription Services are or may become unavailable to Subscriber due to any reason whatsoever outside of Daedalus’ control including but not limited to Malicious Code, malfunction or failure of server, hardware, internet service or any other protocol.

5.4 Subscriber acknowledges that the Subscription Services may be modified or upgraded by Daedalus from time to time in its sole discretion.

5.5 Daedalus reserves the right, in its sole discretion, to temporarily or permanently disable or discontinue providing any specific functionality within a Subscription Service, provided that the core functionalities of such Subscription Service are not rendered inoperable, by providing the Subscriber with notification in writing.

5.6 Subscriber agrees that Daedalus will not be liable to Subscriber or any Authorized User or any other third party for any modifications or disabling or discontinuance of all or any part of the Subscription Services done in accordance with this Agreement.

6 PRIVACY AND USER CONTENT

6.1 Daedalus agrees that all User Content stored on the Platform is and remains the property of Subscriber and it will not disclose to any third party, other than as necessary to provide the Subscription Services, any personal information of any Authorized User, an individual Subscriber or information that identifies the Subscriber or its business in the case of a Corporate Subscriber.

6.2 Daedalus will comply with privacy and data protection laws applicable to the storing and transmitting of personal information received from or in relation to Subscriber. Daedalus will also comply with its Privacy Policy.

6.3 Subject to Daedalus complying with Sections 6.1 and 6.2 above, Subscriber authorizes Daedalus to collect, use and otherwise deal with all User Content stored by Daedalus as part of the Subscription Service or otherwise received by Daedalus from Subscriber or Authorized Users to create aggregated, anonymized, general information (including databases, reports, compilations or other versions of such information) and to use such aggregated, anonymized, general information in such a manner as Daedalus may determine, including without limitation, for development purposes. Subscriber is solely responsible for the quality, integrity, legality, reliability and appropriateness of the User Content and for obtaining all rights, authorizations and consents required by Daedalus to provide the Subscription Service to Subscriber and otherwise process the User Content, including rights in and to the User Content from Authorized Users and others.

7 SUPPORT, AND TRAINING

7.1 Subscriber will have access to any Documentation provided by Daedalus. Daedalus may provide support contact information to Subscriber, which may include e-mail or chat support. Daedalus is under no obligation to provide support or maintenance under these Terms and Daedalus further has no obligation to provide updates or upgrades to the Platform and may do so at its sole discretion.

7.2 Daedalus may make available to Subscriber training sessions for such Fees and on such terms and conditions as Daedalus may determine.

8 OWNERSHIP AND INTELLECTUAL PROPERTY

8.1 All right, title and interest in and to the Platform, the Documentation, and the Subscription Services and any copies thereof, and all documentation, code and logic which describes and/or comprises the Platform, Documentation and related Subscription Services are and will at all times remain the sole property of Daedalus or its licensors, including all ownership rights to patents, copyrights, trademarks, trade names, goodwill, trade secrets and other intellectual property rights (collectively, "Intellectual Property") in connection therewith. Subscriber’s right to use the Platform and Documentation is conditional upon and limited by the terms and conditions of this Agreement. No modification by the Subscriber of the Platform or any part thereof will in any way reduce or eliminate Daedalus’ ownership rights in and to the Platform and its components.

8.2 Daedalus or its licensors owns all Intellectual Property rights in the Platform, the Subscription Services and Documentation as delivered. If the Subscriber requests Subscriber-specific customizations or alterations or customizations to the Platform or the Subscription Services, and Subscriber neither participates in the development nor provides any Intellectual Property to the development, Daedalus will own all Intellectual Property rights in any such customizations or alterations and Subscriber agrees to take any action or deliver any document required to confirm such ownership rights on the part of Daedalus.

8.3 Subscriber acknowledges that Daedalus has expended substantial time, effort and funds to create and deliver its Intellectual Property. Daedalus’ Intellectual Property will remain the exclusive property of Daedalus. Subscriber will not obtain any rights to Intellectual Property unless such rights are explicitly granted by this Agreement or subsequent agreements entered into by the Parties pursuant to this Agreement. The right of Subscriber to use of the Intellectual Property of Daedalus will end upon termination or expiration of this Agreement.

8.4 Subscriber hereby grants Daedalus a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to: (a) incorporate into the Subscription Services or the Platform or otherwise use any suggestions, enhancement requests, recommendations or other feedback Daedalus receives from Subscriber without any further permissions of or notifications to Subscriber and (b) use the Subscriber’s name, as a customer of Daedalus, in sales and marketing materials and further use and display Subscriber’s name and any logo (including trademarks) in such materials, including without limitation, on Daedalus’ website, social media sites and on the websites and social media accounts of Daedalus’ designees.

8.5 Subscriber retains all Intellectual Property in the Subscriber’s User Content. Daedalus will not use User Content except (a) at your request or with your consent including as may be set out in these Terms, (b) in connection with providing, supporting, securing, updating, modifying, improving, promoting or developing the Platform, or (c) in connection with legal obligations, investigations or proceedings. Daedalus does not monitor, review, or modify any or all User Content, however, Daedalus reserves the right to do so, and if Daedalus becomes aware in its sole discretion that User Content does not comply with this Agreement, Daedalus may remove such User Content. When you provide or make accessible User Content, you authorize, and hereby grant the non-exclusive, transferable, perpetual, worldwide, royalty-free and fully paid-up license to Daedalus and its designees to use, reproduce, modify, perform and display, and distribute and make available User Content in connection with the Platform and other activities contemplated by this Agreement. Daedalus, however, will not further develop any Subscriber User Content. You acknowledge that by making your User Content available on the Platform, you are agreeing to allow other Subscribers access to your User Content to copy and modify such User Content and that Daedalus does not monitor any such copying or modifications.

8.6 Subscribers (i) are solely responsible for ensuring that User Content and its use with any Platform comply with all applicable laws and this Agreement, and (ii) warrant that User Content will not infringe or misappropriate any privacy rights or rights in Intellectual Property of any person or violate any applicable laws. You may not represent or imply to others that User Content is in any way provided, sponsored or endorsed by Daedalus. You acknowledge that online services may suffer disruptions or outages, and you may not be able to retrieve User Content as a result. You are responsible for maintaining backup copies of any User Content as needed.

9 CONFIDENTIALITY AND NON-DISCLOSURE

9.1 Receiving Party agrees to hold Confidential Information in confidence, using not less than a reasonable standard of care, and agrees to use the Confidential Information only for purposes of and relating to the Subscription Services. Receiving Party agrees that it will limit disclosure of the Confidential Information and will only disclose Confidential Information to those employees, directors, officers, counsel or consultants of the Receiving Party or Authorized Users (collectively, the "Representatives" and individually, each a "Representative") who have a need to know such Confidential Information in connection with the Subscription Services and who are bound by obligations of confidentiality and non-disclosure similar to those set forth in this Agreement. Prior to providing the Confidential Information to any Representative or Representatives, the Receiving Party will notify such Representative or Representatives that such information is Confidential Information and must be kept in confidence as set forth in this Agreement.

9.2 All Confidential Information will, at all times, remain the sole property of Disclosing Party. The disclosure of Confidential Information to the Receiving Party will not constitute an express or implied grant to Receiving Party or any of its Representatives of any rights other than as set out in this Agreement. At the earlier of either (i) the termination of this Agreement, or (ii) at Disclosing Party’s request, all Confidential Information in the Receiving Party’s possession or control will be either returned promptly to Disclosing Party or destroyed by secure means of destruction and the Receiving Party will provide to Disclosing Party written certification that all such Confidential Information has been either returned to Disclosing Party or destroyed. Receiving Party may, upon providing written notice of same to Disclosing Party, retain copies of Confidential Information only if and to the extent that such retention is required by applicable law and will retain only that portion of the Confidential Information which is legally required for Receiving Party to comply with such law. Notwithstanding the return, destruction or retention of the Confidential Information, Receiving Party will continue to be bound by its confidentiality obligations hereunder concerning Confidential Information in accordance with the terms of this Agreement.

9.3 Prior to making any disclosure pursuant to Subsection 9.2 of this Agreement, Receiving Party will: (i) to the extent legally permissible, immediately notify Disclosing Party of the required disclosure upon receipt of a governmental or court order; and (ii) cooperate with Disclosing Party in making, if available under applicable law, a good faith effort to obtain a protective order or other appropriate determination against or limiting disclosure or use of the Confidential Information, at no cost to the Parties.

9.4 The Receiving Party agrees that it will notify Disclosing Party immediately upon discovery of any breach of the confidentiality provisions of this Agreement by the Receiving Party or its Representatives and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent against its further unauthorized disclosure or use. The Receiving Party will enforce the confidentiality obligations of this Agreement against its Representatives during and after the term of their engagement. When Subscriber is the Receiving Party, Corporate Subscribers will be fully responsible for any breach of this Agreement by its Authorized Users.

10 WARRANTIES

10.1 Daedalus hereby warrants to Subscriber that Daedalus is the owner of the Platform (excluding any third party and open source components therein) or otherwise has the right to grant to Subscriber the rights set forth in this Agreement and that the Platform (excluding any third party and open source components) does not infringe the copyright, US patent, Canadian patent, or misappropriate the trade secrets, of any third party. As Subscriber’s sole and exclusive remedy, and Daedalus’ sole and exclusive liability to Subscriber in the event of any breach or threatened breach of the foregoing warranty, in addition to complying with its indemnity obligations hereunder, Daedalus will, at its option, either: (i) procure, at Daedalus’ expense, the right for Subscriber to use the Platform and all parts thereof, (ii) replace the Platform or any part thereof that is in breach with Platform of comparable functionality that does not cause any breach, or (iii) if neither of the options set forth in subsection (i) or (ii) is commercially reasonable, terminate the Subscription applicable to the Platform in breach of the foregoing warranty and provide a full refund of any Fees or other amounts paid by Subscriber to Daedalus during the 90 day period prior to the date of termination with respect to such Subscription Service or portion thereof that was inoperable.

10.2 The foregoing limited warranties do not apply to defects resulting from: (i) improper or inadequate implementation, maintenance or configuration of Platform performed by anyone other than authorized representatives of Daedalus; (ii) any inadequate or improperly installed hardware; or (iii) Subscriber network failures or failures of internet service.

10.3 Subscriber acknowledges that Daedalus is not liable, among other things, if the Platform ceases to operate in Subscriber’s, IT environment due to changes to such environment that do not comply with the Specifications, or if Subscriber has modified the Platform.

10.4 Daedalus makes no representations that the Platform or Subscription Services have been designed or tested for any specific uses, and it is your responsibility to determine whether use of such items is appropriate for your purposes. Daedalus will not be responsible or liable in any manner whatsoever for the results obtained through use of the Platform or Subscription Services, including any User Content. You are responsible for your use of the Platform and Subscription Services and any results produced by the Platform and Subscription Services.

10.5 THE WARRANTIES SET FORTH IN SECTIONS 10.1 ARE IN LIEU OF ALL OTHER WARRANTIES BY DAEDALUS, EXPRESS OR IMPLIED, AND DAEDALUS (INCLUDING ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, AGENTS AND ASSOCIATES) HEREBY DISCLAIMS AND SUBSCRIBER HEREBY WAIVES ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND COMPLIANCE WITH APPLICABLE LAWS. DAEDALUS DOES NOT WARRANT AND SUBSCRIBER HEREBY WAIVES ANY WARRANTY THAT USE OF OR ACCESS TO THE SUBSCRIPTION SERVICES OR PLATFORM BY SUBSCRIBER WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM MALICIOUS CODE, AND NO INFORMATION OR ADVICE OBTAINED FROM DAEDALUS OR THROUGH THE SUBSCRIPTION SERVICES WILL CREATE ANY WARRANTY BY DAEDALUS NOT EXPRESSLY STATED IN THESE TERMS. SPECIFICALLY, DAEDALUS PROVIDES NO WARRANTY ON USE OF THE RESULTS OF THE SUBSCRIPTION SERVICES. EXCEPT AS SET FORTH HEREIN TO THE CONTRARY, DAEDALUS DOES NOT MAKE ANY WARRANTY AND SUBSCRIBER HEREBY WAIVES ANY AND ALL WARRANTIES AS TO THE RESULTS OBTAINED FROM USE OF THE PLATFORM, THE SUBSCRIPTION SERVICES OR AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE PLATFORM, THE SUBSCRIPTION SERVICES OR RECOMMENDATIONS MADE BY DAEDALUS.

10.6 Some jurisdictions do not allow the exclusion of implied warranties, which means that some of the above exclusions may not apply to Subscriber. IN THESE JURISDICTIONS, DAEDALUS’S IMPLIED WARRANTIES WILL BE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW AND DAEDALUS WILL ADHERE SOLELY TO THE MINIMUM AMOUNT OF IMPLIED WARRANTIES NECESSARY TO COMPLY WITH APPLICABLE LAW.

10.7 Subscriber represents and warrants that it has all requisite corporate power, authority and capacity to enter into, execute, deliver and perform its obligations under this Agreement, and in doing so, Subscriber will not violate any obligations Subscriber has to any third party. Subscriber further represents, warrants and covenants that it either owns or has all required permissions and consents to provide the User Content to Daedalus in order to receive the Subscription Services. YOU WILL BE SOLELY RESPONSIBLE FOR THE ACCURACY AND QUALITY OF USER CONTENT, AND YOU UNDERSTAND THAT YOU MUST EVALUATE AND BEAR ALL RISKS ASSOCIATED WITH YOUR USE OF THE PLATFORM, THE SUBSCRIPTION SERVICES, DOCUMENTATION AND ANY THIRD-PARTY MATERIALS, OR YOUR RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SAME.

11 LIMITATIONS OF LIABILITY

11.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL DAEDALUS, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, AGENTS AND ASSOCIATES BE LIABLE TO SUBSCRIBER OR ANY AUTHORIZED USER OR ANY OTHER THIRD PARTY FOR: (I) INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, PUNITIVE DAMAGES OR ANY SIMILAR DAMAGES INCLUDING IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, THE SUBSCRIPTION SERVICES AND USE, PERFORMANCE AND OPERATION OF THE PLATFORM, (II) LOSS OF DATA; (III) LOST PROFITS OR LOST REVENUES; (IV) BUSINESS INTERRUPTION; (V) USER CONTENT (VI) DAMAGES PURSUANT TO ANY THIRD PARTY TERMS AND CONDITIONS; OR (VII) CONTENT OFFERED THROUGH THE SUBSCRIPTION SERVICES, REGARDLESS OF WHETHER DAEDALUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE.

11.2 Without limiting the generality of the foregoing, Daedalus’ liability for Losses with respect to the Subscription Services and use of the Platform, including but not limited to liability for any fundamental breach of this Agreement with respect to the Services or any portion thereof and regardless of the form of action, will not exceed, an amount equal to one monthly payment of the Subscription Fees paid by Subscriber with respect to the Subscription giving rise to liability hereunder.

11.3 IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR REQUIRE EXCLUSIONS AND/OR LIMITATIONS OF LIABILITY THAT ARE DIFFERENT THAN THOSE SET FORTH IN THIS SECTION 11, DAEDALUS’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THE LIMITATIONS SET FORTH IN THIS SECTION 11 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. You acknowledge that the amounts payable for Subscription Services are based in part on and reflective of the disclaimers of warranties and limitations on liability in these Terms and that such disclaimers and limitations are an essential element of the bargain between you and Daedalus.

11.4 Nothing in these Terms purports to restrict or exclude Daedalus’ liability for your damages or losses caused by Daedalus’ fraud, willful misconduct or gross negligence or liabilities that cannot be excluded by applicable laws.

12 INDEMNITIES

12.1 Daedalus will indemnify, defend and hold harmless Subscriber for Losses on account of or arising from a third party claim that the Platform (excluding any third party and open source components therein) infringes the copyright, US patent, Canadian patent, or misappropriates the trade secrets, of such third party; provided, however, that Daedalus is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over the defence and all negotiations for a settlement or compromise. The foregoing indemnification obligations will not apply with respect to Platform or portions or components thereof (i) that are made in whole or in part in accordance with Subscriber specifications; (ii) that are modified by any party other than Daedalus or its contractors or agents, if the alleged infringement relates to such modification; or (iii) that are combined with third party products, processes, or materials or open source materials.

12.2 Subscriber will indemnify, defend and hold harmless Daedalus, its affiliates and their employees, directors and shareholders for any and all Losses arising from, or connected with (a) any use or misuse of the Platform or Subscription Services by Subscriber and, in the case of Corporate Subscribers, their Authorized Users; (b) any breach of this Agreement by Subscriber (including without limitation, any breach of a representation, warranty or covenant provided by Subscriber) or any act or omission by Authorized Users that would be a breach of this Agreement if it were an act or omission by Corporate Subscriber; (c) any hardware; (d) the User Content; (e) any claim by an Authorized User arising as a result of or relating to this Agreement or the Subscription Services; and (f) any breach of terms and conditions in effect between Subscriber and the provider of the Hardware.

13 TERMINATION

13.1 Subject to Section 13.4, Corporate Subscribers will have the right to terminate any Subscription for any or no reason upon written notice to Daedalus provided not less than 30 days prior the end of the Initial Term or any Renewal Term to Daedalus. Individual Subscribers may terminate their subscription at anytime without written notice.

13.2 In addition to suspension for late or non-payment of Fees, Daedalus may immediately suspend a Corporate Subscriber’s access to and use of the Service if such Corporate Subscriber or any of its Authorized Users violate this Agreement. Additionally, Daedalus will notify Subscriber of any activities that violates this Agreement and, at its sole discretion, may provide Subscriber with a period of 15 days to cure or cease such activities. If Daedalus provides a cure period and Subscriber does not cure or cease such activities within the above cure period, or if Daedalus believes that breach of this Agreement cannot be cured, Subscriber’s account and access to the Subscription Service will be terminated and, for Corporate Subscribers, the account and access will be terminated for the Corporate Subscriber and all Authorized Users. Daedalus may terminate your subscription immediately on notice to Subscriber if we reasonably believe that the Subscription Service is being used by Subscriber or Corporate Subscriber (or its Authorized Users) in violation of applicable law or if a Subscriber becomes insolvent, takes any action consistent with insolvency or distress, or ceases to carry on active business.

13.3 Subscriber may terminate the Subscription if Daedalus materially breaches this Agreement and has not cured that breach within 30 days after Subscriber has provided written notice to Daedalus of the breach.

13.4 In the event of termination in accordance with Section 13.1 or Section 13.2:

13.4.1 Subscriber will remain liable for all Subscription Fees through the last day of the Initial Term or the then current Renewal Term of the Subscription; and

13.4.2 Subject to receiving Fees in accordance with Section 13.4a, Daedalus will continue providing the Subscription Services for the applicable Subscription through the last day of the Initial Term or the then current Renewal Term.

13.5 Termination or cancellation of this Agreement or a Subscription in accordance with this Agreement will not terminate or cancel any payment obligation of Subscriber under this Agreement or other Order Forms remaining in effect.

13.6 Upon termination or expiration of this Agreement and the payment by Subscriber of any Fees or other amounts outstanding, Subscriber may request and, subject to the last sentence of this section, Daedalus will deliver to Subscriber upon such request a copy of Subscriber’s account information (excluding User Content) still held on Daedalus’ system, in an industry standard format as determined by Daedalus in its sole discretion. Following a period determined by Daedalus at its sole discretion, but subject to applicable laws, Daedalus will delete all of Subscriber’s account information from its systems and have no further obligation to Subscriber with respect to such data.

13.7 The terms outlined in the following sections of the Agreement will survive any expiration or termination of this Agreement: 1.1, 1.5, 2.2, 3.3, 3.4, 3.6, 5.6, 6.1, 6.2, 6.3, 8, 9, 10, 11, 12.2, 13.6, 13.7, and Section 14 will survive the expiration or termination of this Agreement in its entirety, as will all defined terms required for the interpretation of any of the surviving Sections and subsections of this Agreement.

14 GENERAL

14.1 In this Agreement the following terms will have the following meanings:

14.1.1 "Ad-Supported Subscription" means a Subscription Plan offered without fees and subject to receiving advertisements through use of the Platform.

14.1.2 "Authorized User" means any individual (including employees and contractors) authorized by a Corporate Subscriber to use the Subscription Services.

14.1.3 "Confidential Information" means all information disclosed by or on behalf of Daedalus or Subscriber ("Disclosing Party") to the other party ("Receiving Party") which is in tangible form and labeled "confidential" (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of its disclosure. Confidential Information includes, without limitation, proprietary information, technical data, trade secrets or know-how, including, but not limited to, source code, research, product plans, products, services, customers, customer lists, markets, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information (and Daedalus’ Confidential Information specifically includes the Platform, the Subscription Services, the Documentation, and the terms and conditions of this Agreement), BUT EXCLUDES information that (i) was previously known to Receiving Party at the time of disclosure by or on behalf of Disclosing Party without an obligation of confidentiality; (ii) was or is obtained by Receiving Party from a third party who is not known by the Receiving Party to be under an obligation of confidence to Disclosing Party with respect to such information; (iii) is or has become publicly known, through no wrongful act of the Receiving Party; (iv) was or is independently developed by Receiving Party without use of Confidential Information that has been disclosed pursuant to this Agreement, as evidenced by written record; or (v) was required to be disclosed in order to comply with applicable laws or regulations (including for securities law purposes) or with any requirement imposed by any governmental or court order but only then to the extent required for such compliance.

14.1.4 "Corporate Subscriber" has the meaning set out in the second paragraph of these Terms.

14.1.5 "Disclosing Party" has the meaning given in Section 14.1b.

14.1.6 "Documentation" means all user manuals, training materials, help files, and any other documentation, issued from time to time by Daedalus to assist in and relating to the Subscription Services.

14.1.7 "Fees" means all fees to be paid by Subscriber in relation to the Subscription Services provided by Daedalus referenced in the Order Form.

14.1.8 "Initial Term" has the meaning given in Section 1.4.

14.1.9 "Internal Use" means the use of the Platform in connection with Subscription Services for the internal business purposes of Subscriber, but expressly excludes the use of any Platform or Subscription Services as a service bureau (i.e. receiving fees with respect to services provided to third parties).

14.1.10 "Losses" means losses, expenses, claims, damages, actions, lawsuits, judgments, costs and expenses, including reasonable lawyer’s fees, costs of investigation and defence.

14.1.11 "Malicious Code" means any software that brings harm to a computer system, including worms, viruses, trojans, spyware, adware and rootkits, which steal protected data, delete documents or add software not approved by a user.

14.1.12 "Monthly Subscription Fees" has the meaning(s) given in the respective Order Form.

14.1.13 "Order Form" means the online form that Subscriber completed to obtain access to the Subscription Services.

14.1.14 "Party" means either Daedalus or Subscriber and "Parties" means both Daedalus and Subscriber.

14.1.15 "Receiving Party" has the meaning given in Section 14.1b.

14.1.16 "Renewal Term" or "Renewal Terms" has the meaning given in Section 1.4.

14.1.17 "Platform" means the software, the environments, and ecosystem of resources owned by, licensed or leased by Daedalus for the purpose of providing the services under these Terms, as well as all parts thereof and updates thereto.

14.1.18 "Specifications" means system, hardware, software, and telecommunications specifications and requirements for the Subscription Services as set out by Daedalus.

14.1.19 "Subscription(s)" has the meaning given in Section 1.2.

14.1.20 "Subscription Plan" has the meaning given in Section 1.2.

14.1.21 "Subscription Services" means Daedalus’ software-as-a-service subscription for use of the Platform, or portions thereof, for which Subscriber receives a Subscription pursuant to this Agreement as identified in each Order Form.

14.1.22 "User Content" means any files, designs, models, data or data sets, images, documents, objects, elements, audio-visual, other content, applications and other software, services or other material submitted or uploaded to the Platform by you and the customized, specific output generated for you from the use of any Platform based on the foregoing.

14.2 Daedalus will not be liable for any failure to perform its obligations under this Agreement or any failure of the Subscription Services or Platform because of circumstances beyond the control of Daedalus, which such circumstances will include (without limitation) natural disaster, pandemic, terrorism, riot, sabotage, labour disputes, war, any acts or omissions of any government or governmental authority, declarations of governments, laws, court orders, transportation delays, power or telecommunications failure not caused by Daedalus.

14.3 This Agreement constitutes the entire agreement among the Parties with respect to the Platform and Subscription Services and supersedes all previous oral or written communications with respect to the subject matter of this Agreement.

14.4 Nothing herein will be construed as creating a partnership relationship, employment relationship, joint venture relationship or agency relationship between the Parties, or as authorizing either Party to act as agent for the other.

14.5 All notices, requests, demands or communications required or permitted pursuant or relating to this Agreement will be in writing or provided electronically and will be sent by (i) if in Canada only, registered mail, postage prepaid, addressed to the Party’s address indicated in the Order Form or by overnight courier; or (ii) in Canada or internationally, by email to the email addresses noted in the Order Form. Either Party may change its address by notice given to the other in the manner set forth in this paragraph. Notices sent by registered mail will be deemed given and received (i) if within Canada, 5 business days after they are mailed; (ii) if within Canada, 2 days after they are deposited in overnight courier; and (iii) email notices will be deemed given and received upon the earlier of: (A) the receipt of a reply email by sender confirming receipt; and (B) the sender not receiving an automated email rejecting delivery. Where an out of office response is received, the date set out as the return date in the out of office response is the deemed date of delivery. If no such date is set out, delivery will be deemed to have occurred upon the 7th day after sending. Daedalus may also provide notice regarding amendments to this Agreement in accordance with Section 14.7.

14.6 Waiver of breach of this Agreement will not constitute waiver of any other breach. Failing to enforce a provision of this Agreement will not constitute a waiver or create an estoppel from enforcing such provision. Any waiver of a provision of this Agreement will not be binding unless such waiver is in writing and signed by the Party waiving such provision.

14.7 Subject to Section 5.2, alterations, modifications or amendments of provisions of this Agreement will not be binding unless such alterations, modifications or amendments are in writing and signed or accepted electronically by authorized representatives of Daedalus and Subscriber. Daedalus may propose changes to this Agreement by way of notice through the Subscription Services.

14.8 The provisions of this Agreement will be deemed severable. In the event that any provision of this Agreement is determined by a court having jurisdiction to be unenforceable or invalid, such provision will nonetheless be enforced to the fullest extent permitted by applicable law, and such determination will not affect the validity and enforceability of any other remaining provisions of this Agreement.

14.9 All of the terms and provisions of this Agreement will inure to the benefit of, and be binding upon, the successors and permitted assigns of each of the Parties.

14.10 Subscriber must provide prior notice to Daedalus of any merger with, or sale or assignment of its entire business to another person or business entity. Subscriber will have no right to assign this Agreement and/or the benefit of this Agreement, by operation of law or otherwise, without express prior, written permission of Daedalus. Any permitted assignment, by operation of law or otherwise, will be conditioned upon Subscriber and/or the permitted assignee or successor, cooperating reasonably with Daedalus with respect to the transition of Subscriber’s Subscription Services. Daedalus reserves the right to charge additional Fees relating to the transition of Subscriber’s Subscription Services and accounts to any permitted assignee or successor.

14.11 Daedalus may assign this Agreement and/or the benefit of this Agreement to an affiliate or in the event that Daedalus merges with another company or sells or assigns its business to another company.

14.12 Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the Parties hereto, any rights, benefits or remedies under or by reason of this Agreement.

14.13 This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without reference to conflicts of laws provisions, and will in all respects be treated as a British Columbia contract. Subject to Section 14.14, the Parties hereby irrevocably submit to the jurisdiction of the federal and provincial courts located in Vancouver, British Columbia.

14.14 All disputes arising out of or in connection with this Agreement, or in respect of any legal relationship associated therewith or derived therefrom, will be referred to and finally resolved by arbitration administered by the Vancouver International Arbitration Centre pursuant to its Rules. Such arbitration will be conducted before one (1) arbitrator and the place of arbitration will be Vancouver, British Columbia, Canada.

14.15 Notwithstanding any provision of this Agreement, the parties may seek a preliminary injunction, attachment or other judicial relief in any court of competent jurisdiction, if such an action is necessary to avoid irreparable harm, preserve the status quo or preserve and protect the subject matter of the dispute, without first complying with Section 14.14.

14.16 The International Sale of Goods Act of British Columbia, any similar legislation applicable to Daedalus in any jurisdiction, and the United Nations Convention on Contracts for the International Sale of Goods will not apply in any way to this Agreement or to the transactions contemplated by this Agreement or otherwise to create any rights or to impose any duties or obligations on either Party to this Agreement. Any rights which have arisen, or which might in the future arise under the International Sale of Goods Act, similar applicable legislation or under the United Nations Convention on Contracts for the International Sale of Goods are waived and released by the Parties.

14.17 Subscriber acknowledges and agrees that the Platform may include encryption software that may be subject to export, import, and/or use controls by Government Authorities (as hereinafter defined) by way of law or regulation. Subscriber agrees that the Platform will not be exported, imported, used, transferred, or re-exported except in compliance with the laws and regulations of the national and/or other (sub-national and/or supranational) government authorities with authority over the country(ies) and/or territory(ies) from which the Platform is being exported or to which the Platform is being imported (collectively, the "Government Authority(ies)"). Without limitation, the Platform will not be exported: (a) to any country on Canada's Area Control List; (b) to any country subject to UN Security Council embargo or action; (c) contrary to Canada's Export Control List; (d) to countries subject to U.S. economic sanctions and embargoes; and (e) to persons or entities prohibited from receiving U.S. exports or U.S. origin items.

15 INTERPRETATION

15.1 The division of this Agreement into articles and sections is for convenience of reference only and will not affect the interpretation or construction of this Agreement.

15.2 All words and personal pronouns relating thereto will be read and construed as the number and gender of the party or parties referred to in each case required and the verb will be construed as agreeing with the required word and pronoun. A general statement, term or matter when followed by the word "including", will not be construed as limited to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not language such as "without limitation" or "but not limited to" is used with reference thereto.

15.3 When calculating the period of time within which or following which any act is to be done or step taken pursuant to this Agreement, the date which is the reference date in calculating such period will be excluded. If the last day of such period is a non-business day of the Party responsible for the act or step, the period in question will end on the next business day.

15.4 Any references herein to any law, by law, rule, regulation, order or act of any government, governmental body or other regulatory body will be construed as a reference thereto as amended or re-enacted from time to time or as a reference to any successor thereto.

15.5 In the event of an inconsistency between any provision contained herein and any Order Form or any policies referenced herein, the following order of precedence will prevail: the applicable Order Form, the Terms, then any policies referenced herein.

15.6 In the event of any inconsistency between this Agreement and the User Terms, the terms and conditions of this Agreement will take precedence.