Terms of Service Agreement

This Terms of Service Agreement (this "Agreement"), effective as of the date set out on the Cover Sheet (the "Effective Date"), is a binding agreement by and between 16334016 Canada Inc., (dba Be Safe), a federal corporation with offices located at 15 Cranberry Circle SE, Calgary, AB, T3M 0M1 ("Provider") and the entity on whose behalf this Agreement is accepted ("Customer"). Provider and Customer may be referred to herein collectively as the "Parties" or individually as a "Party." Customer accepts this Agreement through its authorized representative selecting the acceptance checkbox presented with this Agreement when creating an account or when otherwise prompted to accept this Agreement through the Provider IP (defined below).

WHEREAS, Provider provides access to the Services to its customers;

AND WHEREAS, Customer desires to access the Services, and Provider desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein (which includes the Cover Sheet below), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

COVER SHEET

PROVIDER PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. BY ACCEPTING THIS AGREEMENT, YOU CONFIRM ON BEHALF OF THE CUSTOMER THAT IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROVIDER WILL NOT AND DOES NOT LICENCE THE PROVIDER IP TO CUSTOMER AND YOU MUST NOT USE THE SOFTWARE OR DOCUMENTATION.

1. Definitions.

Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in Exhibit A.

2. Access and Use.

(a) Provision of Access. Subject to and conditioned on Customer's payment of Fees and compliance with all other terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 11(k)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. The total number of Authorized Users will not exceed the number set forth on the Cover Sheet, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder. Each Authorized User will be required to agree to the separate Individual authorized-user terms.

(i) An Authorized User will be deemed active if said Authorized User uses the Provider IP at least one time in a 1 month period (an “Active Authorized User”).

(ii) Users who are given accounts with access to the desktop version of the Provider IP shall always be deemed to be an Active Authorized User.

(b) Documentation Licence. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 11(k)) licence to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.

(c) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. Customer shall ensure that only Authorized Users use the Services or Documentation.

(d) Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.

(e) Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP, (B) Customer's or any Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider, (C) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities, (D) subject to applicable Law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (E) Provider's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

(f) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable Law.

(g) Changes. Provider reserves the right, in its sole discretion, to make any changes to the Services and Documentation that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Provider's services to its customers, (ii) the competitive strength of or market for Provider's services, or (iii) the cost efficiency or performance of the Services; or (b) to comply with applicable Law.

(h) Billing Groups. A Customer may request multiple invoices that divides up the Customer’s total Authorized Users (each, representing an “ERP Group”). An ERP Group shall be treated as a separate entity for billing, pricing, and counting the number of Authorized Users, but shall not be a separate entity otherwise under this Agreement.

(i) Pricing Model. A Customer shall be bound either to the Standard Model or the Legacy Model. This shall be determined between the Customer and Provider and shall be reflected in the pricing provided in the invoices Provider sends to Customer.

3. Customer Responsibilities.

(a) General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use all reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions. Customer is also responsible for acts of third-parties done through access provided by Customer, whether those acts are done intentionally or not.

(b) Third-Party Products. Provider may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow through provisions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.

(c) Devices. Customer is responsible to ensure that all Authorized Users have devices that are compatible with the Provider IP. Customer is responsible to ensure that all Authorized Users have downloaded updates to the Provider IP.

(d) Effect of Customer Failure or Delay. Provider is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement (each, a "Customer Failure").

(e) Safety Obligations. Customer is fully responsible for having legally compliant worker safety programs. Provider is in no way responsible or liable for fulfilling any of the Customer’s regulatory requirements under law and the Provider IP’s purpose is not to replace or be the sole component of any worker safety program. Customer acknowledges that the effectiveness of the Provider’s IP is dependent on their employees providing correct information, their employees following any training on how to use the Provider IP, and updating employee information as it changes.

(f) Device and Hardware Availability. At any given time, the Customer’s ability to access the Provider IP is based on the functionality of third-party technology that is not in the control of the Provider, which includes, but is not limited to: (i) the mobile phone devices owned and used by either Customer or its employees, (ii) cellphone, satellite, and internet service providers, and (iii) Bluetooth connected devices (“Third Party Technology”). NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE CUSTOMER AND PROVIDER, THE PROVIDER TAKES NO LIABILITY FOR ANY OUTAGE, DELAY, DISRUPTION, OR FAILURE TO CONNECT TO THE PROVIDER IP RELATED TO A FAILURE OR INCONSISTENCY OF THIRD-PARTY TECHNOLOGY, WITH NO RESPECT PAID TO HOW OFTEN OR EXPECTED SAID CIRCUMSTANCES ARE TO OCCUR.

(g) Employee Information. It is the Customer’s sole responsibility to ensure that it follows all rules and regulations when inputting its employee’s information into the Provider IP, including obtaining that employee’s explicit consent to do so. Customer’s employee information may be communicated to third parties, for example emergency service providers or law enforcement, when required to facilitate locating or communicating with a Customer’s employee where they miss a check in. Any information provided by or to the Provider IP may be communicated to said third parties. Customer agrees to refrain from entering sensitive information of its employees that are not relevant in contacting them where there is a missed check in.

(h) Escalation Procedures. Where the Customer has the ability to request certain procedures to be followed where a Customer’s employee misses a check in, the Customer takes full responsibility and liability for: (i) what is actually written in the instructions to the Provider and how unclear or confusing it may be, (ii) the consequences of what is written when followed, and (iii) whether what is written complies with any and all obligations under law. THE CUSTOMER FULLY INDEMNIFIES THE PROVIDER FOR ANY INSTRUCTIONS (AND SUBSEQUENT ACTIONS BEASED ON THOSE INSTRUCTIONS) PROVIDED TO THE PROVIDER BY THE CUSTOMER.

(i) Bluetooth Devices. Where the Provider IP supports connecting with Bluetooth or other forms of external devices (“Bluetooth Devices”), the Provider accepts no liability for the results or functionality of those Bluetooth Devices, even if they were provided by Provider. It is the Customer’s responsibility and obligation to ensure the correct manufacturer recommended use and maintenance of Bluetooth Devices are followed by Customer’s employees. The Provider IP is not designed to detect deviation from the manufacture’s recommendations of use and maintenance of Bluetooth Devices, which may alter what information is received from Bluetooth Devices.

(j) US Texting Provisions. The Provider IP may contact employees of Customer by text message. US carriers are not liable for delayed or undelivered messages. Message frequency varies. Employees may receive up to 20 messages per day depending on your account activity and notification settings. Message and data rates may apply. Standard messaging rates apply based on your employee’s mobile carrier and plan.

(k) Employee Region of Work. Customer is responsible and liable for ensuring that use of the Provider IP by an employee or independent contractor of the Customer is allowed by the local laws where the employee or independent contractor performs work in for the Customer. Customer fully indemnifies Provider for any obligation under this subsection.

4. Service Levels and Support.

(a) Service Levels. Subject to the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to make the Services available in accordance with the service levels set out on Cover Sheet.

(b) Support. The Customer is entitled to the support for the Services as set out on the Cover Sheet.

5. Fees and Payment.

(a) Fees. Customer shall pay Provider the fees ("Fees") as set forth on the Cover Sheet without off-set or deduction. Customer shall make all payments hereunder in Canadian dollars on or before the due date set forth on Cover Sheet. If Customer fails to make any payment when due, without limiting Provider's other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of fifteen percent (15%) per annum or, if lower, the maximum amount permitted under applicable Law; (ii) Customer shall reimburse Provider for all costs incurred by Provider in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, Provider may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

(b) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.

(c) Adjustments. Provider may increase the Fees after giving 30 days notice to Customer.

6. Intellectual Property Ownership; Feedback.

(a) Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

(b) Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, transferable, worldwide licence to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide licence to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.

(c) Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.

7. Warranty Disclaimer.

(a) PROVIDER IP IS PROVIDED "AS IS" WITH ALL FAULTS AND DEFECTS AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, DEVICE, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY PRODUCTS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY PRODUCTS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY PRODUCT.

8. Indemnification.

(a) Provider Indemnification.

(i) Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable legal fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's Canadian intellectual property rights, provided that Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim.

(ii) If such a claim is made or appears possible, Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. (iii) This Section 8(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Customer Data; or (D) Third-Party Products.

(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any claim, suit, action, or proceeding initiated by an Authorized User without limitation and any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or wilful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (iv) modifications to the Services not made by Provider, provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence thereof by counsel of its own choice.

(c) Sole Remedy. THIS SECTION 8 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL PROVIDER'S LIABILITY UNDER THIS SECTION 8 EXCEED ONE THOUSAND FIVE HUNDRED DOLLARS ($1,500).

9. Limitations of Liability.

IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR REFERENCES DOCMENTS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (e) COST OF REPLACEMENT GOODS OR SERVICES; OR (f) PHYSICAL OR MENTAL HARM TO ANY PERSON, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE THREE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE THOUSAND FIVE HUNDRED DOLLARS ($1,500), WHICHEVER IS LESS.

10. Term and Termination.

(a) Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect for the length set out in the Cover Page (the "Initial Term"). This Agreement will automatically renew for up to an indefinite number of successive terms the same length of the Initial Term unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term").

(b) Termination. In addition to any other express termination right set forth in this Agreement:

(i) Provider may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after Provider's delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c).

(ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or

(iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, liquidator or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer and each Authorized User shall immediately discontinue use of the Provider IP and Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund. (d) Survival. This Section 10(d) and Section 1, Section 5, Section 6, Section 7, Section 8, Section 9, and Section 11 shall survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

11. Miscellaneous.

(a) Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law) or Provider IP, such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

(b) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

(c) Order of Precedence. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.

(d) Notices. Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (other than routine communications having no legal effect) (each, a "Notice") in writing and addressed to the other Party. Notices sent in accordance with this Section will be conclusively deemed validly and effectively given: (a) on the date of receipt, if delivered by personal delivery, or by a nationally recognized same day or overnight courier (with all fees prepaid); (b) upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "read receipt" function, as available, return email or other form of written acknowledgment), if delivered by email; or (c) on the 5th day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid.

(e) Force Majeure. In no event shall Provider be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Provider's reasonable control, including but not limited to acts of God, epidemics, pandemics, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

(f) Amendments and Modifications. No amendment to or modification of this Agreement is effective unless it is set forth in a written record, including an electronic record, and expressly accepted by an authorized representative of each Party.

(g) Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(h) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(i) Governing Law. This Agreement and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Alberta or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Alberta.

(j) Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Alberta, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Service of process, summons, notice, or other document by mail to such Party's address set forth herein shall be effective service of process for any suit, action, litigation, or other proceeding brought in any such court. Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

(k) Assignment. Customer may not assign or otherwise transfer any of its rights or delegate or otherwise transfer any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. Any purported assignment, transfer, or delegation in violation of this Section will be null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. Provider may assign this agreement without restriction. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

(l) Equitable Relief. Customer acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 2(c) would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

(m) Incorporation by Reference. The Privacy Policy found on https://legal.be-safe.ca/current/privacy-policy-en.html (the “Privacy Policy”), and the Personal Information Processing Agreement found on https://legal.be-safe.ca/current/personal-information-processing-agreement-en.html is hereby incorporated herein and made a part hereof by reference as if set forth in full (the “Reference Documents”). In the event of any conflict or inconsistency between the provisions of this Agreement and the Reference Documents, the provisions of this Agreement shall govern and control. The Reference Documents may be changed at any time, and the terms of the most recent version of the Reference Documents (as stated on the online accessible versions of this Agreement and the Reference Documents) shall apply.

(n) Changes. Provider may change the terms of this Agreement at any time. Provider will provide notification of changes to the Agreement 30 days in advance. Continued use of the Provider IP by Customer shall be deemed acceptance of any and all changes to the Agreement.

(o) Multiple Contracts. Where a Customer has agreed to multiple copies of this Agreement, those duplicates shall only count as one agreement, and the prevailing version shall be the one dated the latest.

(p) Related Entities. This Agreement applies to and is binding upon Customer and each of Customer's affiliates, subsidiaries, parent entities, and other related entities, including any entity that controls, is controlled by, or is under common control with Customer (each, a "Related Entity"), that accesses or uses the Provider IP, or whose employees, consultants, contractors, or agents access or use the Provider IP, whether through Customer's account or otherwise, even if such Related Entity has not directly accepted this Agreement. Any access to or use of the Provider IP by or on behalf of a Related Entity constitutes such Related Entity's acceptance of, and agreement to be bound by, this Agreement, and the employees, consultants, contractors, and agents of a Related Entity who access or use the Services shall be deemed Authorized Users for all purposes of this Agreement. Customer represents and warrants that it has the authority to bind each Related Entity to this Agreement, shall cause each Related Entity to comply with this Agreement, and is jointly and severally liable with each Related Entity for all obligations of such Related Entity hereunder, including payment of all Fees attributable to its Authorized Users. Any act or omission of a Related Entity that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer.

Last Updated: 2026-09-08

EXHIBIT A

(a) "Aggregated Statistics" means data and information related to Customer's use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

(b) “Active Authorized User” has the meaning set forth in Section 2(a)(i).

(c) "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.

(d) "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.

(e) “Customer Failure” has the meaning set forth in Section 3(d).

(f) "Documentation" means Provider's user manuals, handbooks, guides and other materials relating to the Services provided by Provider to Customer either electronically or in hard copy form/end user documentation relating to the Services available at https://www.be-safe.ca/.

(g) "Feedback" has the meaning set forth in Section 6(c).

(h) "Fees" has the meaning set forth in Section 5(a).

(i) "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, provincial, territorial, municipal, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

(j) "Initial Term" has the meaning set forth in Section 10(a).

(k) "Losses" has the meaning set forth in Section 8(a)(i).

(l) "Notice" has the meaning set forth in Section 11(d).

(m) “Privacy Policy” has the meaning set forth in Section 11(m).

(n) "Provider IP" means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services, but does not include Customer Data.

(o) “Reference Documents” has the meaning set forth in Section 11(m).

(p) "Related Entity" has the meaning set forth in Section 11(p).

(q) "Renewal Term" has the meaning set forth in Section 10(a).

(r) "Service Suspension" has the meaning set forth in Section 2(e).

(s) "Services" means the software-as-a-service offering called Be Safe - Work Alone Monitoring, which allows employers to monitor the safety of their workers when working alone or in remote locations.

(t) "Term" has the meaning set forth in Section 10(a).

(u) "Third-Party Claim" has the meaning set forth in Section 8(a)(i).

(v) "Third-Party Products" means any third-party products as set out on the Cover Sheet provided with or incorporated into the Services.

SMS and RCS messaging

When the Services use SMS or RCS for work-alone monitoring, the Provider must obtain and record the Authorized User's affirmative, channel-specific messaging consent before enrolling that user in the identified program. Company acceptance, account creation and the employee-information consent in section 3(g) do not, by themselves, establish that messaging consent.

The opt-in disclosure must identify Be Safe - Work Alone Monitoring, the channel and transactional message purposes, expected frequency, possible message and data charges, support and opt-out controls, and working links to the Individual authorized-user terms and Privacy Policy. The Provider must send a branded opt-in confirmation after consent and apply withdrawals before confirming that no further program messages will be sent.

The Individual authorized-user terms set out the program controls. The Customer must arrange appropriate alternative safety communications when an Authorized User stops monitoring messages. These messaging arrangements do not replace the Customer's worker-safety obligations in section 3(e).

U.S. SMS frequency and carrier-delivery terms are set out in section 3(j). Those terms do not establish an RCS frequency limit. Processing of personal information remains subject to the Personal Information Processing Agreement and its Appendices.