THE SHOP DASHBOARD STANDARD SAAS AGREEMENT

This Standard SaaS Agreement (Standard Terms) together with each Order Form made between The Shop Dashboard and Client hereunder, all Supplemental Terms, and all other documents expressly incorporated into any of the foregoing collectively comprise the binding agreement (Agreement) made between The Shop Dashboard Incorporated (The Shop Dashboard), a Canadian corporation, and the entity or person that has executed the Order Form (Client). By executing an Order Form, Client agrees to be bound by this Agreement.

1. SERVICES

1.1 Provision of Services
The Shop Dashboard will, subject to the terms of this Agreement and any applicable Supplemental Terms, make the Services specified in the initial Order Form and any subsequently executed Order Form available to Client. The rights granted, and Services to be provided, under the Agreement are expressly conditioned on Client’s continued compliance with the terms and conditions of the Agreement. Client is authorized to use any Documentation provided by The Shop Dashboard as is reasonably necessary to use the Services. Except for the limited rights expressly granted herein, no other right, title, or interest in the intellectual property rights or technology of The Shop Dashboard is granted, and all such rights are hereby expressly reserved. Client expressly acknowledges and agrees that the Services provided hereunder are solely for the benefit of Client and may only be used by Client for its internal business purposes. Any proposed use of the Services by Client for the benefit of any other person, including any Client affiliate, will require Client (or applicable affiliate) to enter into a separate agreement with The Shop Dashboard and to pay additional fees to The Shop Dashboard.

1.2 Supplemental Terms
Client’s access to and use of the Services may be subject to Supplemental Terms.

1.3 Term
In respect of each Order Form made hereunder, the Services set out therein shall commence on the Effective Date and continue for the period of time specified in the Order Form (Initial Term). The Initial Term shall be automatically renewed for successive renewal terms (each a Renewal Term), each of a length set forth on the Order Form (the Initial Term or any Renewal Term, as applicable, is referred to as the Term), unless earlier terminated in accordance with the terms and conditions in this Agreement.

1.4 Usage Limits
Services may be subject to usage limits, including Authorized User restrictions. Usage limits may be specified in the Order Form or applicable Supplemental Terms. Client may purchase additional usage or rights for additional Authorized Users. If Client’s use exceeds the usage limits or number of Authorized Users that it has purchased, The Shop Dashboard may invoice Client, and Client agrees to pay any invoice for excess usage. Client acknowledges and agrees that The Shop Dashboard may price the Services on a tiered basis, with rights for additional usage or additional Authorized Users offered at a greater price per additional usage or additional Authorized User than the pricing set forth in a previously executed Order Form between the parties. The Shop Dashboard makes no representations, warranties, or guarantees with respect to the pricing and Fees applicable for additional usage and additional Authorized Users; such pricing and Fees may differ from the pricing and Fees provided under a previously executed Order Form between the parties.

1.5 Access by Authorized Users
Client may grant any Authorized Users access to and use of the Services subject to any limitations, conditions, and restrictions herein.
Client shall keep Authorized User passwords confidential and cause Authorized Users not to share their respective passwords with any other individual.
Client agrees that it shall remain fully responsible and liable for any access to or use of the Services by any Authorized User and any failure by an Authorized User to comply with the terms of this Agreement.

1.6 Restrictions on Use
Client’s use of the Services is subject to the following restrictions and limitations. Client shall:
(a) not (except as otherwise expressly provided herein) provide, disclose, sublicense, or otherwise permit any person to access, use, read, disseminate, transmit, download, or reproduce any Documentation, Services, or Software;
(b) not adapt, translate, change, customize, enhance, augment, partially delete or alter, or otherwise modify, any Software or Services in any manner or to any extent whatsoever, whether in whole or in part;
(c) not disassemble, decompile, reverse engineer, or otherwise in any manner deconstruct all or any part of the Software or Services;
(d) not be permitted to use the Services to act as a “service bureau” or in a time-sharing, application service provider, or other similar model, to provide the benefit of the use of the Services to any person except as expressly permitted hereby;
(e) not use the Services or Software to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights;
(f) not use the Services or Software to store or transmit Malicious Code;
(g) not disclose the results of any Software benchmark test without The Shop Dashboard’s prior written consent;
(h) not have any right to access or obtain a copy of the object code or source code to the Software;
(i) not interfere with or disrupt the integrity or performance of any Services, Software, or third-party data contained therein;
(j) not attempt to gain unauthorized access to any Software, the Services, or its related systems or networks;
(k) not permit direct or indirect access to or use of any of the Services or Software in a way that circumvents a contractual usage limit;
(l) not frame or mirror any part of any of the Services or Software;
(m) not access any Services or Software in order to build a competitive product or service;
(n) use the Services only in accordance with applicable Documentation and applicable laws and government regulations;
(o) notify The Shop Dashboard promptly of any unauthorized access or use of the Services or Software.

1.7 Client Obligations
Client shall be responsible to:
(a) reasonably assist, cooperate, and facilitate the provision of any of the Services, including the prompt provision of information and assistance that The Shop Dashboard may reasonably request that is required by The Shop Dashboard in order to perform its obligations under this Agreement;
(b) provide The Shop Dashboard with access during Client’s regular business hours to any Client facilities or premises and Client Systems to the extent reasonably required by The Shop Dashboard and agreed to by Client in order to allow The Shop Dashboard to perform its obligations under this Agreement. If Client fails to perform any obligation or provide any assistance, access, information, or data specified in this Agreement, The Shop Dashboard shall be excused from its performance hereunder to the extent The Shop Dashboard is unable to perform as a result of such Client failure.

1.8 Updates and Modifications
The Shop Dashboard may update and modify the Software and Services at any time and from time to time, provided that the updates do not result in a material reduction of the functionality or security of the Services. The foregoing shall not limit The Shop Dashboard’s ability to make changes to the Software and Services to comply with applicable law or address a security risk. The terms of this Agreement shall apply to modifications and updates to the Software and Services.

1.9 Suspension
The Shop Dashboard may suspend immediately Client’s or any Authorized User’s account or access to or use of the Services at any time in The Shop Dashboard’s discretion in the event that The Shop Dashboard determines that such suspension is necessary or prudent, whether for security, emergency, legal, or other such reasons, including if such account or activity is known or reasonably suspected by The Shop Dashboard to be:
(a) disrupting or causing harm to The Shop Dashboard’s or another person’s computers, systems, or infrastructure; or
(b) in violation of Section 1.5 or 1.6, applicable law, or the Documentation; provided that, The Shop Dashboard shall use commercially reasonable efforts to notify Client of any such suspension, either before or after such suspension, and shall remove such suspension upon resolution to The Shop Dashboard’s reasonable satisfaction of the circumstances giving rise to such suspension.

2. ACCESS AND SERVICE DELIVERY

2.1 Support Services
During the Term, The Shop Dashboard shall provide Client with the technical and account support specified in the Order Form in accordance with The Shop Dashboard’s support policy (Support Policy). The Shop Dashboard’s Support Policy shall be incorporated into this Agreement as Supplemental Terms.

2.2 Third Party Products
Client acknowledges that, depending on the Services configuration and deployment option selected by Client, the use of the Services may involve the use of certain third-party products, services, or software (Third Party Products). Client agrees that The Shop Dashboard makes no representations or warranties regarding, has no responsibility or obligation to supply, and has no liability whatsoever concerning, the Third Party Products or the interoperation of such Third Party Products with the Services. Client shall be solely responsible for sourcing, acquiring, and licensing such Third Party Products directly from the applicable Third Party Products vendors. If Client elects to enable Third Party Products for use with the Services, Client agrees that The Shop Dashboard may enable the Services to access data from the Third Party Products and enable such Third Party Products to access Client Data for the interoperation of such Third Party Products with the Services. The Shop Dashboard assumes no liability whatsoever in connection with any professional, implementation, or other services it provides in enabling the interoperation of the Services with the Third Party Products. Any exchange of data or other interaction between Client and a third-party provider is solely between Client and such third-party provider pursuant to a separate agreement governing Client’s access to or use of the Third Party Products. The Shop Dashboard shall not be responsible for any disclosure, modification, or deletion of Client Data resulting from:
(a) any access by Third Party Products or third-party providers to the Services or Client Data; or
(b) any professional, implementation, or other services that may be provided by The Shop Dashboard in enabling the interoperation of the Third Party Products with the Services.

2.3 Documentation Delivery
Any available and provided Documentation will be delivered to Client in electronic format.

2.4 Hosted Environment
The Client Data is hosted on servers located at the Hosting Provider’s facilities. The Shop Dashboard may appoint a new Hosting Provider, relocate the Client Data to any location, or otherwise modify the hosting environment, at its discretion at any time. Client agrees to comply with any policies and terms of the Hosting Provider that are applicable to Client and of which The Shop Dashboard provides Client with notice, as may be amended from time to time, or such other policy as The Shop Dashboard may designate from time to time. Client acknowledges that the Hosting Provider may, without prior notice, monitor Client’s conduct and communications when using the Services in order to verify compliance with applicable laws and the Hosting Provider’s policies. Client acknowledges that Hosting Provider may cooperate with legal authorities in investigating claims of illegal activity involving the Services, The Shop Dashboard, or Client.

2.5 Client Data Obligations
Client is solely responsible for implementing safeguards to protect the security of the Client Systems when accessing and using the Services, including taking precautions against Malicious Code.

2.6 Protection of Client Data
The Shop Dashboard will maintain reasonable administrative, physical, and technical safeguards designed for the protection of the security, confidentiality, and integrity of Client Data. Those safeguards will include reasonable measures designed for preventing unauthorized access, use, modification, or disclosure of Client Data by The Shop Dashboard.

2.7 Personal Information
The Shop Dashboard acknowledges that in connection with its provision of the Services, it may have access to personal information. To the extent The Shop Dashboard collects personal information through its provision of the Services, The Shop Dashboard agrees:
(a) not to use such personal information for any purpose other than as necessary to provide the Services;
(b) not to disclose such personal information to any person except authorized Client employees who require access in order to provide the Services, or where required by law;
(c) so long as The Shop Dashboard remains in possession, custody, or control of such personal information, to protect such information in accordance with Section 6;
(d) to immediately inform Client of any actual or suspected loss, theft, or accidental or unauthorized access, disclosure, copying, use, or modification of personal information;
(e) to refer all privacy-related inquiries, requests, or complaints relating to the personal information processed by The Shop Dashboard in connection with the Services to Client;
(f) to otherwise comply at all times with applicable privacy laws.

2.8 Anti-Virus Protection
The Shop Dashboard agrees to use industry-standard anti-virus protection software and use reasonable efforts to prevent infection of the Services with Malicious Code. Client agrees to use industry-standard anti-virus protection software and reasonable efforts to prevent infection (via its connection to the Services) of the Software or Client Data with Malicious Code. The parties agree to notify each other as soon as reasonably possible if they become aware of Malicious Code in the Software or Client Data that could reasonably present a threat to either party. The Shop Dashboard shall take commercially reasonable steps to eliminate Malicious Code in the Software. Client shall use reasonable efforts to assist The Shop Dashboard in The Shop Dashboard’s efforts to eliminate Malicious Code. Client shall be responsible to eliminate Malicious Code in Client Data.