Caseware Legal

CASEWARE API USAGE POLICY

Last Updated: 13 May 2026

1. Introduction

Caseware provides application programming interfaces ("APIs") as part of certain Products and Services (collectively, the "Caseware Offerings"as defined in the MPSA) that enable customers to integrate and automate certain functionality within the Caseware environment. This API Usage Policy explains permitted and prohibited uses of the APIs to help protect security, platform stability, brand integrity, and clear role alignment.

This policy supplements the Caseware Master Product and Services Agreement ("MPSA") and any applicable order forms. If there is any conflict between this policy and the MPSA, the MPSA controls.

2. Scope

This policy applies to all access to and use of Caseware APIs by Customer and its Permitted Users, including any API documentation portals, SDK environments, developer portals, preview or beta programs, and any credentials, keys, secrets, or tokens used to access the APIs.

3. Permitted Use (Customer-Led Integrations)

Customers may use the APIs to extend and enhance their Caseware environment for the customer's internal business purposes, subject to the MPSA, this policy, and applicable security requirements.

Customers may engage third-party developers to build integrations using customer-issued API credentials, provided that: (a) the work is performed solely on the customer's behalf and for the customer's internal business purposes; and (b) the customer remains responsible for all access granted and all activity conducted using the customer's API credentials.

4. Credentials, Security, and Customer Responsibility

API credentials are issued to customers and remain the customer's responsibility. Customers must protect credentials from unauthorized use and must not share or permit use of API credentials outside the customer's authorized environment (i.e., systems and administrators under the customer's control). Customers must promptly notify Caseware if API credentials are lost, stolen, or compromised.

API credentials must not be used to provide services to other organizations or to support any multi-tenant deployment, unless Caseware expressly authorizes otherwise in writing. This restriction is consistent with the MPSA prohibition on selling, reselling, or sublicensing the Caseware Offerings without authorization.

Customers are responsible for ensuring appropriate handling of customer data used in any integration, including by any third-party developer acting on the customer's behalf. This includes compliance with applicable data protection laws and regulations, and any cross-border or cross-jurisdiction data transfer requirements.

5. Platform Stability, Rate Limits, and Monitoring

API usage is subject to Caseware's standard security controls, monitoring practices, and rate limits. Caseware may throttle, suspend, or restrict API access where necessary to protect platform integrity for all customers.

Customers and integrators must implement responsible technical practices, including: respecting rate-limit responses, avoiding unbounded retries, and using session/token lifetimes appropriately. Rate limit configurations may change and should not be hard-coded. Caseware does not guarantee backward compatibility across API versions.

6. Third Parties Are Not Caseware Agents; Support Limitations

Third parties engaged by a customer act solely as the customer's service providers and are not Caseware agents, subcontractors, or representatives.

Caseware does not provide support or warranty for third-party-developed code or non-certified integrations beyond the support services described in the MPSA and applicable Schedules. Support responsibilities for third-party integrations remain between the customer and the third party, unless Caseware has formally certified or approved the integration in writing.

7. Commercialization, Broad Promotion, and Partner Intake

If a third party intends to commercialize, broadly promote, or offer an integration to multiple firms or other organizations (i.e., acting as an ecosystem partner rather than solely as the customer's service provider), Caseware requires completion of a formal partner review and written approval prior to any commercialization or broad promotion.

Third parties that have not completed the applicable Caseware partner intake and evaluation process will not receive dedicated partner resources (such as partner-specific documentation, sandbox environments, or other partner materials), unless Caseware decides otherwise in writing.

8. Public Communications and Brand Use

Third parties may not use Caseware logos or imply partnership, certification, endorsement, exclusivity, or alignment without prior written authorization from Caseware.

Any public references to Caseware must be limited to accurate, descriptive statements and must not imply endorsement. Additional restrictions may apply for "core" use cases, including AI-native or agentic AI scenarios, as communicated by Caseware in applicable program terms or written approvals.

9. DataUse; No Unauthorized Retention or AI/ML Training

Customer and third party are responsible for ensuring appropriate handling of customer data used in the integration, consistent with Customer's obligations under the MPSA regarding customer data and privacy.

Caseware-derived data must not be retained, reused, or used to train AI/ML models except as authorized by the customer and permitted by applicable agreements and law. For clarity: aggregated, anonymized usage data or technical metadata (such as API call volumes, error rates, or performance metrics) may be used by Caseware for platform improvement and analytics purposes, consistent with the MPSA.

10. Prohibited Uses

In addition to the restrictions set forth in the MPSA, you must not use the APIs to: (a) engage in unlawful activity; (b) perform scraping for commercial purposes, redistribute data inappropriately, or place undue stress on the services; (c) bypass security controls, rate limits, monitoring, or audit logging; (d) conduct stress testing, vulnerability probing, or similar disruptive testing without Caseware's prior written consent; or (e) use customer-issued API credentials to provide services to other organizations or in a multi-tenant model without authorization.

11. Preview / Beta Programs (If Applicable)

Certain APIs may be offered under preview or beta program terms as Beta Services (as defined in the MPSA). Such APIs may be subject to additional notices, restrictions, or separate program terms, and may be modified, throttled, suspended, or discontinued at any time. All APIs, including generally availableAPIs, may be versioned, modified, deprecated, or discontinued by Caseware upon reasonable notice in accordance with the MPSA, except as otherwise specified in an applicable Order Form.

12. Enforcement

Caseware may investigate suspected violations and may throttle, suspend, or terminateAPI access in accordance with Sections 11.2 and 11.3 of the MPSA where necessary to protect security, stability, or integrity of the platform, including for any breach of this policy or the MPSA. Caseware reserves the right to audit API usage in accordance with Section 2.6 of the MPSA to verify compliance with this policy and applicable agreements.

13. Updates to This Policy

Caseware may update this policy from time to time by posting the revised version on our website. Material changes will be communicated to Customer in accordance with the notice provisions of the MPSA. Continued use of the APIs after such notice constitutes acceptance of the revised policy.

14. Questions

For questions about acceptable API usage or third-party integrations, contact: legal@caseware.com.

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CASEWARE AI USE POLICY

Last Updated: 13 May 2026

INTRODUCTION

Caseware uses artificial intelligence (AI) and machine learning technologies to enhance our products and services. This AI Use Policy provides transparency about how we use AI in the Caseware Offerings.

This policy supplements our Master Product and Services Agreement ("MPSA"), available at https://www.caseware.com/nl/master-product-service-agreement/. In the event of any conflict between this policy and the MPSA, the terms of the MPSA will control.

HOW WE USE YOUR DATA WITH AI

Our use of data in connection with AI features is governed by the MPSA. In plain language:

Your Content (Customer Data & Subscriber Data)

We use your content, such as the documents, files, and information you upload or create, only to provide the AI features you've requested. We do not use your content to train AI models that benefit other customers.

Technical Usage Information (Customer Metadata)

We collect technical information about how you use our products, such as which features you access, usage patterns, and performance metrics. This technical information does not include the substance of your work. We use this information to improve our products and to develop and train AI models.

Anonymized Information (Aggregated Data)

We create anonymized, aggregated data that cannot identify you or your organization. We use this aggregated data to develop, train, and improve AI models, optimize our products and services, and conduct research and analytics.

The terms above use simplified descriptions for clarity. For precise legal definitions, complete details about data ownership, licenses, and usage rights, please see the MPSA. In case of any conflict, the MPSA definitions control.

AI MODELS AND PROVIDERS

Caseware uses a combination of proprietary AI models and third-party AI technologies to deliver AI features. When we use third-party AI providers:

·      We select providers with appropriate security and privacy practices

·      We enter into data protection agreements with these providers

·      We limit data sharing to what is necessary to provide the requested features

Information about our service providers and data security practices is available at https://trust.caseware.com.

SECURITY A ND PRIVACY

AI processing is subject to the same security and privacy protections as all Caseware Offerings, including:

·      Encryption of data in transit and at rest

·      Access controls and authentication mechanisms

·      Regular security monitoring and assessments

·      Compliance with applicable data protection laws

For detailed information about our security practices, please visit https://trust.caseware.com.

For information about personal data processing, please see our Data ProcessingAgreement at https://www.caseware.com/dpa/.

AI LIMITATIONS AND YOUR RESPONSIBILITIES

AI technologies have limitations. AI-generated outputs may contain errors,inaccuracies, or "hallucinations" (plausible-sounding but incorrectinformation). AI models may also reflect biases present in their training data.

You are responsible for:

·      Reviewing and verifying allAI-generated outputs before use

·      Exercising professional judgment in all decisions and advice

·      Ensuring compliance with applicable laws and professional standards

·      Not relying solely on AI outputs for critical decisions

AI features are tools to assist you, not replacements for your professional expertise. You remain solely responsible for all work product, decisions, and advice you provide.

As stated in the MPSA, AI features and outputs are provided "as is" without warranties regarding accuracy, completeness, or fitness for a particular purpose.

OWNERSHIP OF AI OUTPUTS

Content generated by AI features using your data ("Customer Outputs") is owned by you, subject to the terms of the MPSA. During the term of your agreement, Caseware has a limited license to use Customer Outputs to provide services to you.  Caseware does not use Customer Outputs to train or improve AI models. We do use Customer Metadata (technical usage information) and Aggregated Data to develop and improve our AI models, as described above.

UPDATES TO THIS POLICY

We may update this AI Use Policy from time to time to reflect new features, technologies, or practices. When we make material changes, we will post the updated policy on our website.  Your continued use of AI features after updates constitutes acceptance of the revised policy.

QUESTIONS?

For questions about this AI Use Policy or our use of AI technologies:

Visit our Trust Center: https://trust.caseware.com

Email us: privacy@caseware.com

Review the MPSA: https://www.caseware.com/nl/master-product-service-agreement/

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Introduction

In accordance with the Ontarians with Disability Act (ODA, 2001) and the Accessibility for Ontarians with Disability Act (AODA, 2005), Caseware International Inc., and its related companies (hereinafter collectively referred to as “Caseware”) has developed a policy to ensure that persons with disabilities have equal access to our services in a way that respects their dignity and independence.

The following policies, procedures and practices are guided by the fundamental principles underlying the Customer Service Standard (CSS) (Regulation 429/07), and we are committed to ensuring that the Policy is carefully observed by all employees and any third party that provides goods and services on our behalf.

Mission Statement

Caseware International Inc. is committed to providing accessible service to personas with disabilities, and will make reasonable efforts to ensure that this Policy and related policies and procedures are consistent with the following principles as prescribed in the Customer Services Standard (CSS):

(a) We will provide goods or services in a manner that respects the dignity and independence of persons with disabilities.

• We will provide integrated services to persons with disabilities wherever possible and will provide alternate measures where necessary, whether temporarily or on a permanent basis, to enable a person with a disability to obtain, use or benefit from the goods or services.
• We will provide equal opportunity to persons with disabilities to obtain, use and benefit from the goods or services.

Providing Goods and Services to People with Disabilities

1.   Communication

When communicating with persons with disability, Caseware will take into account the particular individual’s needs and circumstances. Caseware employees, agents and thirds parties who communicate with customers will be trained on how to interact and communicate with people with various types of disabilities in order to ensure that Caseware provides responsive and effective communication. All communication shall be provided in a manner that respects the dignity and independence of persons with disabilities.

2.   Assistive Devices

Persons with disabilities shall be permitted to obtain, use or benefit from goods and services through the use of their own assistive devices. We will ensure that our employees are trained and familiar with various assistive devices that may be used by persons with disabilities while accessing our good or services.

In the event that a person with a disability is hindered from accessing any goods or services offered, Caseware will use its best efforts to accommodate the person by offering the use of another assistive device that is available or attempt to deliver the same service in another way.

3.   Telephone Services

Caseware is committed to providing fully accessible telephone service to our members. We will train employees to communicate over the telephone in clear and plain language and to speak clearly and slowly. If telephone communication provides a barrier to a person with a disability, we will be available to communicate in writing, by e-mail, by fax or by other electronic means.

4.   Billing

We are committed to providing accessible invoices to all of our customers and will make every effort to provide alternative formats of invoices in a timely manner upon request.

Use of Services Animals and Support Persons

1.   Service Animals

Caseware is committed to welcoming persons with disabilities who are accompanied by a service animal on the parts of our premises that are open to the public. If a service animal is excluded by law, we will suggest appropriate alternatives and provide assistance in order to ensure that the person is able to access, obtain, use or benefit from Caseware’s services where possible.

Caseware will train employees on how to interact with customers who are accompanied by service animals.

2.   Support Persons

Any person with a disability who is accompanied by a Support Person will be allowed to access any services provided by Caseware with his or her Support Person. We will not prevent a person with a disability who is accompanied by a Support Person from having access to his or her Support Person.

Where there are barriers to access or attendance by a Support Person, Caseware will seek to facilitate access to ensure the participation of persons with disabilities.

Notice of Temporary Disruptions

Although Caseware is aware that that the operation of its services and facilities is important to its customers and that persons with disabilities rely on certain services and facilities provided by Caseware, temporary disruptions in services and facilities may occur from time to time.

Caseware will provide notice when there is a temporary disruption in those services or facilities that persons with disabilities may rely on. This notice will include information about the reason for the disruption, its anticipated duration, and, if applicable, a description of alternative facilities or services that may be available. Notice of service disruptions will be provided as soon as reasonably practicable after Caseware is made aware of the disruption, or in advance in the case of planned disruptions.

Notice will be provided by a variety of methods, depending on the circumstances, and may include postings in conspicuous places at the office, in other facilities of the building (i.e. the lobby), on our website or by any other means that will reasonably ensure that the notice reaches those persons potentially affected by the temporary disruption in a manner that is accessible to them.

Training of Staff

Caseware will ensure that all employees, agents and third parties who interact with customers on its behalf receive AODA Customer Service Standard Training. Further, training shall be provided on an ongoing basis whenever changes are made to this Policy to ensure that this Policy is properly implemented at all times.

Training will include the following:

• An overview of the purposes of the Accessibility for Ontarians with Disabilities Act, 2005 and the requirements of the Customer Service Standard;
• Training on how to interact and communicate with people with various types of disabilities;
• Training on how to interact with people with disabilities who use an assistive device or require the assistance of a service animal or a support person;
• Training on how to use equipment or assistive devices available at the office or otherwise provided by Caseware that may help with the provision of goods or services to a person with disability;
• Training on what to do if a person with a disability is having difficulty in accessing Caseware’s goods and services; and
• Training on Caseware’s current policies, practices and procedures relating to the Customer Service Standard.

Caseware will keep records of the training provided, including the dates on which training was received and the names and number of participants.

Feedback Process

Customers who wish to provide feedback on the way Caseware provides goods and services to people with disabilities in a manner they deem most convenient to them. For example, a person may provide feedback, by completing a Customer Feedback Form, or by contacting the AODA Compliance Officer in person, by mail, phone, email or by diskette.

The author of the feedback will be provided a response in the format requested (or the most appropriate format where no request was made) outlining actions taken. Caseware shall make best efforts to respond to feedback within five (5) business days. Complaints will be addressed according to our organization’s regular complaint management procedures.

Any Enquiries related to this policy and any feedback should be directed to Caseware’s AODA Compliance Officer:

Email:
legalreview@caseware.com

Address:
Caseware International Inc.

351 King St E Suite 1100,

Toronto, ON

M5A 2W4

Multi-Year Accessibility Plan

This 2014-21 accessibility plan outlines the policies and actions that Caseware International Inc. will put in place to improve opportunities for people with disabilities.

Statement of Commitment

We at Caseware are committed to making our offices and services accessible. We want to create an environment that promotes inclusion and accessibility.

Our goal is to communicate effectively with persons with disabilities in a manner that takes into account circumstances, special needs; including the use of assistive devices. We are working toward ensuring that our policies, practices and procedures are consistent with the core principles of dignity, respect and independence.

Caseware encourages a workplace in which all employees can reach their full potential. We are committed to reaching through barriers to attract the brightest, most innovative and dedicated people to join our family.

This is an ongoing process, and we welcome your comments and suggestions regarding the accessibility of our services.

Accessible Emergency Information

Caseware International Inc. is committed to providing the customers and clients with publicly available emergency information in an accessible way upon request. We will also provide employees with disabilities with individualized emergency response information when necessary.

Training

Caseware International Inc. will provide training to employees, volunteers and other staff members on Ontario’s accessibility laws and on the Human Rights Code as it relates to people with disabilities. Training will be provided in a way that best suits the duties of employees, volunteers and other staff members. Please refer to our policy on the Customer Service Standard (CSS Policy).

Caseware International Inc. will take the following steps to ensure employees are provided with the training needed to meet Ontario’s accessible laws by January 1, 2015:

At present, every employee identified in the “Training of Staff” section outlined in our CSS policy has complied with training.

Any future hires in these departments will be required to complete AODA training.

Information and communications

Caseware International Inc. is committed to meeting the communication needs of people with disabilities. We will take the following steps to make all new websites and content conform with WCAG 2.0, Level A by January 1, 2014:

We will work with our marketing team to have any new content comply with WCAG 2.0 requirements

Existing web content will undergo conformity. We will aim to have our website comply with WCAG 2.0 level AA by Jan 1, 2021.

Caseware International Inc. will take the following steps to ensure existing feedback processes are accessible to people with disabilities upon request by January 1, 2015:

We have updated our CSS Policy (below) to include multiple methods to provide feedback (telephone, fax, email, mail and drop in)

Caseware International Inc. will take the following steps to make sure all publicly available information is made accessible upon request by January 1, 2016:

We will work with our documentation team to ensure information can be provided in alternative formats.

Requests can be sent to the compliance officer listed in our CSS Policy.

Employment

Caseware International Inc. is committed to fair and accessible employment practices.

We will take the following steps to notify the public and staff that, when requested, we will accommodate people with disabilities during the recruitment and assessment processes and when people are hired:

Providing accommodation so long as it does not create an undue financial hardship

Caseware’s Accommodation Policy

The purpose of the Accommodation Policy is to ensure that we provide accommodation to employees, clients and potential applicants in accordance with the Ontario Human Rights Code. By providing accommodation, we are helping to create an inclusive environment.

Anyone requiring accommodation may direct their requests to the People & Culture department by emailing legalreview@caseware.com or calling 416-867-9504 ext 1294. Written requests are also welcomed. Anyone requesting accommodation will be required to identify their needs and to provide information about capabilities and restrictions in order to validate requests for accommodation.

People & Culture will assess all requests on a case by case basis and will explore options for accommodation. All accommodation-related information will be kept confidential except where disclosure is necessary.

If you have identified an accessibility barrier, we want to know. Please contact us below.

In the event of a service disruption, we will notify the public of the service disruption and alternatives available. Please also refer to our CSS Policy.

For more information

For more information on this accessibility plan or to request an alternative format, please contact:

Email:
legalreview@caseware.com

Address:
Caseware International Inc.

351 King St E Suite 1100,

Toronto, ON

M5A 2W4

Modification to the Policy and Related Policies

Caseware is committed to developing customer service policies that respect and promote the dignity and independence of people with disabilities. All of Caseware’s policies and procedures will be developed or updated in such a manner as to respect and promote the dignity and independence of persons with disabilities.

1. Purpose and Scope

This Code of Conduct (“Code”) is a summary, and it supports policies, including those on Environmental, Social and Governance (ESG), modern slavery, privacy, supplier standards, and information security. It is intended to provide an accessible overview of the ethical standards, legal responsibilities, and behavioural expectations that guide how everyone associated with Caseware International Inc. (“Caseware”), including employees, contractors, suppliers, partners and representatives, should act in support of our values: Integrity, Mutual Respect, Accountability, and Excellence.

This Code does not replace the full Code of Conduct or the referenced policies. All employees are expected to comply with the full Code, related internal policies, and applicable laws.

The intention is to protect Caseware’s reputation and foster a culture of trust, fairness, and compliance. Caseware provides ongoing training on these principles, and all employees certify annually that they have read, understood, and will comply with the full Code and related policies.

We expect third parties acting on Caseware’s behalf, including suppliers, partners, and representatives, to uphold standards of conduct consistent with this Code. For more detailed guidance on supplier expectations, see Caseware’s Supplier Code of Conduct.

2. Core Principles

2.1. Integrity and Ethical Business

Caseware is committed to conducting business with honesty, fairness and transparency. All business decisions and interactions should uphold the highest ethical standards. This includes:

·      Gifts and Hospitality: Employees and representatives must not offer, give, or receive improper gifts or hospitality, including facilitation of payments.

·      Accurate Books and Records: All records, invoices, and reports must be complete, accurate, and free from misrepresentation.

2.2. Compliance with Laws

Employees and representatives must comply with all applicable laws, regulations and internal policies, including those governing anti-corruption, privacy and human rights.

2.3. Respect and Diversity

Caseware values diversity and inclusion. Discrimination, harassment, or bias in hiring or workplace conduct on grounds such as race, gender, sexual orientation, identity, age, disability, creed, or family status is prohibited. Caseware values human rights; forced labour, child labour, and any violation of internationally recognized human rights standards will not be tolerated.

2.4. Confidentiality and Information Protection

Protecting confidential and personal information is a fundamental responsibility. All client, partner and employee data must be handled in accordance with Caseware’s Privacy Statement, applicable contractual obligations, and consistent with applicable privacy legislation, including the Personal Information Protection and Electronic Documents Act (PIPEDA), and the General Data Protection Regulation (GDPR).

2.5. Environmental Responsibility

Casware strives to minimize its environmental impact and promote sustainability, in line with ESG standards. Employees and representatives should act responsibly in using resources and managing environmental risks.

3. Workplace Conduct

3.1 Anti-Corruption and Business Ethics

Caseware maintains a zero-tolerance policy towards corruption bribery, and improper business practices. Offering, giving, soliciting, or accepting anything of value in exchange for improper advantage is prohibited, whether direct or indirect, by employees or anyone acting on Caseware’s behalf.

3.2. Safety and Respect

All employees are expected to contribute to a work environment free from harassment, bullying, unsafe conduct, or other demeaning behaviour. Mutual respect and professionalism must guide all interactions.

3.3. Conflict of Interest

Employees must avoid conflicts, actual or perceived, between personal interests and the interests of Caseware. Where potential conflicts arise, they should be disclosed promptly to management or compliance officers.

3.4. Third Parties & Representatives

We encourage third parties acting on our behalf to upload standards of conduct consistent with this Code and our Supplier Code of Conduct.

4. Use of Caseware Assets & Systems

Caseware resources, including software, computer systems, networks and intellectual property, must be used responsibly, only for legitimate business purposes, and in accordance with security policies. Misuse, theft or unauthorized access is prohibited.

5. Reporting, Accountability and Non-Retaliation

Caseware encourages speaking up if someone observes behaviour that appears unethical, illegal or non-compliant with this Code. Individuals raising concerns in good faith will be protected against retaliation. A detailed reporting mechanism and protection policy are included in internal governance documents.

6. Enforcement

Violations of this Code may lead to disciplinary action, up to and including termination, and when appropriate, referral to legal authorities. Caseware reserves the right to investigate potential breaches and take corrective measures.

This Master Product and Services Agreement ("Agreement") between the customer identified in an applicable Order Form ("Customer"), and either (a) Caseware International Inc., a company existing under the laws of Ontario, Canada and whose principal place of business is at 351 King Street East, Suite 1100, Toronto, Ontario M5A 2W4 Canada; or (b) the Affiliate of Caseware International Inc. listed on an applicable Order Form (jointly and collectively, "Caseware").

Caseware offers certain Products, Services and PS, and Customer wishes to access and use specific Products, Services and PS as set out in one or more applicable Order Form(s) (the “Caseware Offerings”).  Once executed by the Customer, the Order Form represents the binding commitment of the Customer to pay for the Caseware Offerings identified therein.

This Agreement is effective on the earliest of: (i) the date Customer executes an Order Form; (ii) the date Customer clicks "accept" on this Agreement; (iii) the date Customer or any Permitted User first accesses or uses the Products or Services; or (iv) the date Customer makes payment for any Caseware Offerings (the "Effective Date"). By any of the foregoing actions, Customer agrees to be bound by this Agreement, including any documents incorporated by reference, as updated from time to time.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT AND ANY APPLICABLE ORDER FORMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN CUSTOMER AND CASEWARE AND GOVERNS CUSTOMER'S ACCESS TO AND USE OF THE CASEWARE OFFERINGS. IF CUSTOMER DOES NOT ACCEPT THIS AGREEMENT, CUSTOMER MUST NOT ACCESS OR USE THE PRODUCTS OR SERVICES. IF CUSTOMER IS USING THE PRODUCTS OR SERVICES ON BEHALF OF AN ORGANIZATION, CUSTOMER REPRESENTS THAT CUSTOMER HAS THE AUTHORITY TO BIND THAT ORGANIZATION TO THIS AGREEMENT, IN WHICH CASE "CUSTOMER" WILL REFER TO SUCH ORGANIZATION.

If the Parties have a fully executed agreement that expressly governs any applicable Order Form for the Caseware Offerings and specifically states that this Agreement is not applicable, such fully executed agreement, and the terms and conditions contained therein, shall supersede this Agreement.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Caseware and Customer agree as follows:

1. INTERPRETATION

1.1 Definitions. As used in this Agreement, defined terms shall have the meanings specified in Schedule 1.

1.2 Schedules. The following Schedules to this Agreement are incorporated by reference herein and are an integral part of this Agreement:

Schedule 1 - Definitions

Schedule 2 – Product-Specific Terms

Schedule 3 – Service-Specific Terms

Schedule 4 – PS-Specific Terms

2. PRODUCTS & SERVICES

2.1 Order Forms. In accordance with the terms and conditions set out in this Agreement, Caseware shall make available to the Customer, the Caseware Offerings described herein pursuant to one or more Order Forms which shall be governed by the terms of this Agreement, including any documents incorporated by reference, as updated from time to time and including the applicable terms set out in the Schedules.

2.2 Customer Affiliates. If a Customer Affiliate is named in an Order Form, Customer may permit such Customer Affiliate to access and use the Caseware Offerings in accordance with the terms of this Agreement. Customer shall ensure that each Customer Affiliate complies with all terms and conditions of this Agreement. Customer shall remain fully responsible and liable for all acts, omissions, breaches, and obligations of each Customer Affiliate to the same extent as if such acts, omissions, breaches, or obligations were those of Customer.

2.3 Modifications to Products, Services and PS. Caseware may modify the Products, Services and PS from time to time without notice to the Customer. Caseware will use commercially reasonable efforts to notify the Customer in advance if a change is material, other than those changes which enhance or extend any features or functionality of the Products, Services and PS. Caseware is not obligated to customize, modify, or adapt the Caseware Offerings to meet Customer-specific requirements unless expressly agreed in an Order Form.

2.4 Pilot Program. As further set out in an applicable Order Form and to the extent applicable, Customer may receive use and access to the Caseware Offerings for a period of time on a trial or pilot basis and for evaluation purposes (the "Pilot Program"). Customer acknowledges that the Pilot Program: (a) may be subject to different fees and functionality from those applicable to the Caseware Offerings offered during the Term; (b) may include Beta Services; and (c) will be provided "as is" and "as available", and Caseware will have no liability or indemnification obligations for any harm, loss or damage arising out of or in connection with any Caseware Offerings during the Pilot Program, unless any such harm, loss or damage are a result of Caseware's gross negligence or willful misconduct.

2.5 Restrictions on Use. The Customer agrees to use the Caseware Offerings in accordance with this Agreement and will not, nor permit any Permitted User to:

(i) access any of the Caseware Offerings without using user credentials registered with Caseware or otherwise attempt to gain unauthorized access to the foregoing;(ii) misrepresent its identity or authorization to acton behalf of others, including when it acts as the sender of any electronic transmissions sent through the Caseware Offerings;

(iii) use any of the Caseware Offerings for unlawful purposes and except in accordance with this Agreement, including using or accessing any of the Caseware Offerings for any purpose that infringes, misappropriates or violates any intellectual property, privacy or other right of a third-party;

(iv) perform, or aid others in performing, penetration tests, distributed denial-of-service (DDoS) attack tests or any other kind of security test on the Caseware Offerings without Caseware's express written consent;

(v) sell, resell, rent, lease, lend, license, sublicense, assign, distribute, publish, transfer or otherwise make available any of the Caseware Offerings to any third-party, except as otherwise permitted in accordance with this Agreement;

(vi) reverse engineer, decompile, disassemble, or translate the software used by Caseware to deliver the Products, or otherwise attempt to view, display or print the software's source code;

(vii) remove, or obscure any copyright, trademark or other proprietary notices contained in the Products and Services;

(viii) attempt to compromise the functionality, security, or integrity of the Services, or assist others in so doing;

(ix) copy, modify or create derivative works of the Products or Services, in whole or in part except as expressly permitted by the functionality of the Caseware Offerings (including using AI features to generate content for Customer's work product);

(x) access or use the Products and Services to create a competitive product or services;

(xi) frame or mirror any part of the Products or Services into any other product or service, unless otherwise provided for under this Agreement or an applicable Order Form; or

(xii) collect, harvest, reverse look-up, trace, or otherwise seek to obtain any information on any other user of the Products or Services;

2.6 Audit Rights. Caseware reserves the right to monitor and audit Customer's usage of the Caseware Offerings for the purpose of ensuring compliance with the terms of this Agreement. Any such audit may be carried out by Caseware, or a third-party authorised by Caseware, at Caseware's expense, and will not unreasonably interfere with the Customer's normal business operations. If any such audit reveals use of the Caseware Offerings in excess of Customer's entitlement under an applicable Order Form, or otherwise identifies noncompliance with the terms of this Agreement, Customer shall promptly pay the amounts necessary to rectify such underpayment or overuse, together with interest at the rate of 2% per month, and shall pay the costs of the audit identifying the underpayment or overuse where the audit determines that Customer's underpayment equals or exceeds 10 percent for any quarter.

2.7 Use of Subcontractors. From time to time, Caseware may use subcontractors selected by Caseware at its sole discretion to provide the Caseware Offerings. Notwithstanding the foregoing, Caseware's use of a subcontractor shall not release Caseware from any duty or liability to fulfill its obligations under this Agreement or an applicable Order Form.

3. CUSTOMER RESPONSIBILITIES

3.1 Co-operation. In addition to any obligations and responsibilities described in this Agreement or an applicable Order Form, Customer will be responsible for providing Caseware with sufficient and timely access to systems, hardware, data (including Customer Data), information and personnel as may be necessary or reasonably requested by Caseware to enable Caseware to provide the Caseware Offerings. Customer acknowledges and agrees that its failure to provide such access, information, materials or personnel on a timely basis as reasonably requested by Caseware under this Agreement will have a material impact on the provision of the Caseware Offerings, and use thereof by Permitted Users, and that Caseware shall not be responsible for any delays, losses or damages arising from or related to Customer's failure to be responsive and co-operative as reasonably required under this Agreement. Customer agrees to cooperate with Caseware in good faith to support the responsible use of AI Models, including providing feedback and reporting anomalies or hallucinations.

3.2 Permitted Users. Customer is responsible and liable for all use of the Caseware Offerings resulting from access provided by Caseware, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Customer shall only grant access to Permitted Users who have agreed to be bound by the terms of Caseware's End User License Agreement, as amended from time to time, for use of any Products, or Caseware's Terms of Service, as amended from time to time, for use of any Services (collectively, the "User Agreements"). Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Permitted Users, and any act or omission by a Permitted User that would constitute a breach of this Agreement or the User Agreements, as the case maybe, if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use all reasonable efforts: (a) to make all Permitted Users protect and secure their access to the Caseware Offerings to prevent unauthorized use; and (b) to make all Permitted Users aware of this Agreement's provisions as applicable to such Permitted User's use of the Caseware Offerings and the User Agreements, as the case may be, and shall cause Permitted Users to comply with any such provisions. If Customer learns of any actual or suspected breach of this Agreement or any User Agreement, as the case may be, as a result of the actions or inactions of a Permitted User, Customer shall immediately notify Caseware in writing of the breach and co-operate with any instructions reasonably requested by Caseware in relation to the foregoing.

3.3 Customer Data. Customer is exclusively responsible for all matters related to Customer Data, and Customer represents and warrants that: (a) the Customer Data does not infringe, violate or misappropriate any third-party intellectual property or privacy rights, or any other rights granted under Applicable Law; (b) Customer is responsible for accuracy, quality, integrity, legality, reliability and appropriateness of the Customer Data; (c) Customer is the sole owner of the Customer Data or has the necessary and required consents, licenses, permits, permissions, releases, clearances, and rights to use, display, process, share, post, upload and transfer the Customer Data under this Agreement, including use of the Customer Metadata to develop, train and optimize the AI Models, to the extent permissible under applicable laws; (d) the Customer Data does not contain any illegal, defamatory, denigrating, demeaning, obscene, profane, or offensive material or content, except in pursuit of valid research or business purposes of Customer;(e) the Customer Data does not contain any virus, Trojan horse, worm, or other software, script or code, the effect of which is to permit unauthorized access to, or to alter, disable, encrypt, erase, or otherwise harm, any computer, systems, software or data; and (f) unless otherwise set out in an Order Form, the Customer Data does not contain any Personal Data except for (i) contact information reasonably necessary for the operation of the Caseware Offerings (such as names, email addresses, and phone numbers), and (ii) user account information. If Caseware forms the view that any Customer Data uploaded byCustomer or any Permitted User violates this Section 3.3, then Caseware reserves the right to remove such Customer Data and take such other action as Caseware deems necessary to protect the integrity and operation of the Caseware Offerings. Any costs associated with such removal may be charged by Caseware to Customer. Caseware shall use commercially reasonable efforts to notify Customer of any removal of Customer Data under this Section as soon as reasonably possible.

3.4 Third-Party Products. The Products and Services may allow you to access and use Third-Party Products. Third-Party Products that require separate customer action or authorization, and any associated fees relating to use thereof, will be set out in an applicable Order Form. Customer's use of any Third-Party Products is solely at its own risk. Caseware makes no representations or warranties with respect to, nor does it guarantee or endorse, any Third-Party Products. Caseware further does not guarantee the continued availability of Third-Party Products, and may disable a Third-Party Product inits sole discretion. Third-Party Products are governed by terms and conditions provided by the respective third-party service provider and are separate to this Agreement, and Customer's use of any Third-Party Products are subject to such separate terms and conditions. Accordingly, Caseware expressly disclaims responsibility and liability for all Third-Party Products, and Customer agrees that Caseware shall not be responsible for any loss or damage of any sort incurred as a result of any use of Third-Party Products.

4. FEES & PAYMENT

4.1 Fees. Customer shall pay Caseware all fees, amounts, and charges (the "Fees") in relation to the provision of the Caseware Offerings in accordance with the terms of the applicable Order Form. All Fees are non-cancellable and non-refundable.

4.2 Invoices. Caseware shall issue invoices to Customer relating to the Fees as set out in an applicable Order Form. Unless otherwise set out in an applicable Order Form all Fees set out in a specific invoice: (a) will be in Canadian dollars ($CAD); and (b) are due and payable upon receipt of an invoice. Customer reserves the right to dispute a portion or all of the Fees set out in a particular invoice reasonably and in good faith, and Customer shall cooperate diligently with Caseware to resolve any such dispute. Customer may withhold payment of any disputed Fees until such dispute is resolved.

4.3 Delay in Payment. If Customer fails to make any payment for undisputed Fees when due, without limiting Caseware's other rights and remedies: (a) Caseware may charge interest on the past due amount at the rate of 2% per month; (b) Customer shall reimburse Caseware for all reasonable costs incurred by Caseware in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (c) Caseware may suspend Customer access to any portion or all of the Caseware Offerings in accordance with Section 11.3 of this Agreement.

4.4 Taxes.

All Fees are exclusive of sales, use, consumption, value-added, excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity (other than taxes imposed on Caseware's income) (collectively, "Taxes"), which shall be the responsibility of the Customer. To the extent that any Taxes are payable by Caseware, Customer agrees to pay to Caseware the amount of such Taxes in addition to any Fees owed under this Agreement. Notwithstanding the foregoing, Customer may have obtained an exemption from relevant Taxes as of the time such Taxes are levied or assessed. In that case, Customer agrees to provide Caseware with any such exemption information, and Caseware will use reasonable efforts to provide such invoicing documents as may enable Customer to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

In addition, Customer is responsible to pay all Fees net of any applicable withholding taxes. The Parties agree to work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If Caseware qualifies for a tax exemption, or a reduced treaty withholding rate, Caseware will provide Customer with reasonable documentary proof. Customer agrees to provide Caseware reasonable evidence that it has paid the relevant authority for the sum withheld or deducted.

4.5 Orders through Caseware Partners. Where Customer purchases any Caseware Offerings through a Partner the following terms apply:

(i) Customer will pay the Fees for the applicable Caseware Offerings directly to the Partner or to Caseware, as directed and agreed between Caseware and the Partner in the Partner Agreement;

(ii) Customer will enter into a Partner Agreement directly with the Partner instead of an Order Form with Caseware, and the Caseware Partner will submit an Order Form to Caseware on Customer's behalf in relation to the applicable Caseware Offerings, whereby the Partner is responsible for the accuracy of any such order as communicated to Caseware;

(iii) To the extent the Customer is entitled to a refund for any Fees, such refund will be provided by the Partner and not directly by Caseware;

(iv) The terms and conditions of this Agreement shall be incorporated by reference into the Partner Agreement, and Partner must require Customer to accept these terms.  Customer acknowledges that, notwithstanding its purchase through a Partner, Customer's use of the Caseware Offerings is subject to this Agreement, and by accessing or using the Caseware Offerings, Customer agrees to be bound by this Agreement as if Customer had contracted directly with Caseware. A Partner is not authorized to modify this Agreement or make any promises or commitments on Caseware's behalf without Caseware's explicit written approval, absent which, Caseware will not be bound by any obligations to Customer other than as set forth in this Agreement; and

(v) The Fees paid or payable by the Partner to Caseware for Customer's use of the applicable Caseware Offerings through which it has engaged the Partner will be deemed the amount actually paid or payable byCustomer to Caseware under this Agreement for purposes of calculating the liability cap in Section 9 (Liability).

4.6 Credit Card Surcharge. To the extent permitted by Applicable Law, Caseware may apply a surcharge of 2.4% to any payments made by Customer by credit card.

5. CONFIDENTIALITY

5.1 Definition. The term "Confidential Information" means all non-public, confidential, material or information relating to a Party which is disclosed or made available to a receiving Party (the "Recipient") by the other Party (the "Discloser") under this Agreement, either orally or in a tangible form, including but not limited to Customer Data, financial information, business plans, marketing materials and strategies, and any other information regarding the foregoing that Discloser provides to the Recipient hereunder.

5.2 Exclusion. Confidential Information shall not include information that the Recipient can establish:

(i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Discloser;

(ii) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information;

(iii) is already in the possession of the Recipient at the time of disclosure by the Discloser as shown by the Recipient's files and records immediately prior to the time of disclosure;

(iv) is obtained by the Recipient from a third-party lawfully in possession of such information and without a breach of such third-party's obligations of confidentiality; or

(v) becomes publicly known and made generally available after disclosure by the Discloser to Recipient through no action or inaction of the Recipient.

5.3 Limited Use. The Recipient agrees to use Confidential Information only during the Term and solely for purposes of the performance of its obligations, and exercise of its rights, under this Agreement. The Recipient's obligations with respect to the Confidential Information shall survive for two (2) years following the expiration or termination of this Agreement, provided that (a) the Recipient's obligations with respect to any Confidential Information consisting of software or other non-public product information, whether in source or object code form, shall never expire; and (b) Caseware's obligations regarding Customer Data shall terminate in accordance with Section 11.5.

5.4 Protection. The Recipient hereby agrees to take all steps reasonably necessary to maintain and protect Confidential Information in the strictest confidence and for the benefit of the Discloser. Without limiting the foregoing, the Recipient shall take at least those measures that it takes to protect its own confidential information of a similar nature, but in no case less than reasonable care. The Recipient will not at any time, without the express written permission of the Discloser, disclose the Confidential Information directly or indirectly to any person, except on a "need to know" basis to its Affiliates and its respective employees, officers, directors, agents, subcontractors, and/or legal and financial advisors (collectively, the "Representatives"), provided that such Representatives are bound to confidentiality obligations no less protective of the Discloser than this Section 5 and that the Recipient remains responsible for compliance by them with the terms of this Section 5.

5.5 Compelled Disclosures. If a Recipient is required by law or in connection with a judicial proceeding or court order, or a governmental authority to make any disclosure that is prohibited or otherwise constrained by this Section, the Recipient will provide the Discloser with prompt written notice of such requirement, where permitted by law, so that theDiscloser may seek a protective order or other appropriate relief. Subject to the foregoing sentence, such Recipient may furnish that portion (and only that portion) of the Confidential Information that the Recipient is legally compelled or is otherwise legally required to disclose; provided, however, that the Recipient provides such assistance as the Discloser may reasonably request in obtaining such order or other relief.

5.6 Return of Materials. All documents and other tangible objects containing or representing Confidential Information that have been disclosed by the Discloser shall be and remain the property of the Discloser. At any time upon the written request of the Discloser, Recipient shall promptly (a) return to the Discloser and/or (b) securely destroy all Confidential Information, except for any information maintained in connection with any automated electronic backup process of the files of the Recipient. Notwithstanding the foregoing, a Recipient may retain in the offices of its legal advisor a single archival copy of any Confidential Information provided by the Discloser under this Agreement, which copy shall only be used by the Recipient and its legal advisors in connection with the review and enforcement of its obligations under this Agreement.

6. SECURITY & PRIVACY

6.1 Security. Each Party will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of: (a) in the case of Caseware, the Customer's Confidential Information, including Customer Data, and (b) in the case of Customer, access and use of and to the Caseware Offerings and Caseware Confidential Information. These safeguards will include measures designed to protect against accidental, unauthorized or unlawful destruction, loss, alteration, disclosure of or access to such information. Caseware’s specific security measures and practices are described at https://trust.caseware.com, as updated from time to time.

6.2 Privacy. To the extent Caseware collects, uses, stores, handles, discloses, disposes of or otherwise processes Personal Data (collectively, "Process") in relation to or in connection with this Agreement, Caseware shall Process Personal Data: (a) solely as permitted under this Agreement and as agreed upon in writing by the Parties; and (b) in accordance with terms and conditions of Caseware's Data Processing Agreement made available at www.caseware.com/legal/caseware-data-processing-agreement as updated from time to time.

7. PROPRIETARY RIGHTS

7.1 Customer Data. As between Customer and Caseware, Caseware acknowledges Customer shall own all right, title and interest, including all Intellectual Property Rights, in and to the Customer Data, and such Customer Data is protected as Customer Confidential Information. During the Term, and subject to the terms and conditions of this Agreement, Customer grants to Caseware a non-exclusive, royalty-free, fully paid-up, worldwide license to copy, reproduce, modify, develop, access, collect, store and use the Customer Data as necessary to provide the Caseware Offerings to Customer and Permitted Users and provide the Customer Outputs.

7.2 Customer Metadata. As between Customer and Caseware, Caseware acknowledges Customer shall own all right, title and interest, including all Intellectual Property Rights, in and to the Customer Metadata, and such Customer Metadata is protected as Customer Confidential Information. During the Term, and subject to the terms and conditions of this Agreement, Customer grants to Caseware a non-exclusive, royalty-free, fully paid-up, worldwide license to copy, reproduce, modify, develop, access, collect, store and use the Customer Metadata: (a) as necessary to provide the Caseware Offerings to Customer and Permitted Users; (b) to generate Aggregated Data; and (c) to create, develop, modify, update, and train the AI Models, to the extent permitted under Applicable Law, and provide the Customer Outputs.

7.3 Caseware Offerings, AI Models and Documentation. As between Customer and Caseware, Customer acknowledges that Caseware shall own all right, title and interest, including all Intellectual Property Rights, in and related to the Caseware Offerings, AI Models and Documentation, and any trademarks used in association therewith (and all copies, Enhancements and derivative works in relation thereto) 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. Customer agrees not to assert any rights or claim to rights (including any Intellectual Property Rights) in any Caseware Offerings, AI Models or Documentation, including any copies, Enhancements, and derivative works in relation thereto. Customer further agrees to refrain from challenging, limiting, jeopardizing, or interfering with Caseware's ownership of and title in and to all Intellectual Property Rights relating to all of the foregoing.

7.4 Aggregated Data. Notwithstanding anything to the contrary in this Agreement, Caseware may collect and compile Aggregated Data derived or developed from: (a) Caseware's monitoring of Customer and its Permitted Users use of the Caseware Offerings; or (b) Customer Metadata. Aggregated Data shall not contain any Personal Data and does not in any way identify Customer or any Permitted User, or include any identifiable Subscriber Data or Personal Data. As between Caseware and Customer, all right, title, and interest, including all Intellectual Property Rights, in Aggregated Data vest in Caseware upon creation and are retained solely by Caseware. Customer agrees that Caseware may use Aggregated Data to the extent and in any manner permitted under Applicable Law, including to develop, optimize, benchmark, or measure the Products orServices, for research, marketing, analytical and informational purposes related to the Products or Services, and to develop, train, improve and optimize AI Models.

7.5 Customer Outputs. As between Customer and Caseware, any reports, results, data, research, materials or other information generated by or resulting from use of the Subscriber Data or Customer Metadata with the Caseware Offerings, including those derived or outputted from the use of the AI Models (collectively, "Customer Outputs"), together with all Intellectual Property Rights therein, will vest in Customer upon final payment of the Fees. To the extent any Customer Outputs are derived from or incorporate Third-Party Products or third-party intellectual property licensed to Caseware, Customer's rights in such Customer Outputs are subject to the terms and restrictions of the applicable third-party licenses. To the extent any such intellectual property and proprietary rights vest in Caseware upon creation of the Customer Outputs, Caseware hereby assigns and transfers and agrees to assign and transfer and to cause any employee, affiliate or contractor to assign and transfer to Customer all such right, title and interest worldwide, including all Intellectual PropertyRights, in such Customer Outputs, and shall cause each of its employees, affiliates and contractors to waive their respective moral rights in and to the works comprised in such Customer Outputs. For clarity, Caseware shall not use Customer Outputs to train or improve AI Models. Caseware may use performance data, usage metrics, and benchmarking information derived from Customer's use of the Services, provided such data is anonymized and does not identify Customer or any Permitted User. During the Term, Caseware will have a limited, royalty free, paid up, non-exclusive, license to use, modify and access the Customer Outputs to perform its obligations under this Agreement. Customer acknowledges that AI-generated outputs may contain inaccuracies or hallucinations and are provided 'as is' without warranty. Such outputs shall not be considered defects under this Agreement. Notwithstanding the foregoing, Caseware: (a) expressly disclaims and provides no representations, warranties or covenants in relation to the Customer Outputs, or use thereof, including any and all implied warranties and conditions of fitness for a particular purpose, merchantability, non-infringement, title, completeness or accuracy; and (b) Caseware will have no liability or indemnification obligations for any loss, harm, damage or claim arising out of or in connection with the Customer Outputs, except for that caused by the gross negligence or wilful misconduct of Caseware.

7.6 AI Use Policy. Caseware's practices regarding the use of AI Models, including training data sources, model development, and data processing practices, are described in Caseware's AI Use Policy, available at www.caseware.com/legal/caseware-ai-use-policy, as updated from time to time. To the extent of any conflict between this Agreement and the AI Use Policy, this Agreement shall control.

7.7 API Usage Policy. Caseware's practices and requirements regarding the use of its application programming interfaces (APIs), including permitted uses, credential management, rate limits, third-party developer requirements, and prohibited uses, are described in Caseware's API UsagePolicy, available at www.caseware.com/legal/caseware-api-use-policy, as updated from time to time. To the extent of any conflict between this Agreement and the API Usage Policy, this Agreement shall control.

7.8 Know-How. With the exception of Customer's Confidential Information and any Personal Data, Caseware and its personnel may use and disclose their general skills, knowledge, experience and know-how, including, without limitation, general processes, concepts, methods, methodologies, techniques, ideas and other residual information gained or learned in the provision of the Caseware Offerings.

7.9 Feedback. Customer may provide feedback, suggestions, recommendations, and corrections to Caseware about the Caseware Offerings, Documentation or otherwise in connection the Agreement, including but not limited to by responding to surveys and questionnaires or derived through the use of AI Models or development of the Customer Outputs (collectively, "Feedback"). Customer grants to Caseware and its Affiliates a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers)license to use the Feedback without restriction and without obligation, acknowledgement or compensation to Customer, including to incorporate the Feedback into the Products and Services or develop new Products and Services, provided that use of the Feedback shall not identify Customer or any Permitted User without the prior written consent of Customer.

8. INDEMNIFICATION

8.1 Indemnity. To the extent permitted by Applicable Law, the Indemnitor agrees to indemnify the Indemnitee and its officers, directors, employees, permitted assignees and agents from and against any third-party claims, liabilities, damages, losses and expenses, including reasonable legal expenses, arising out of or in connection with a claim that, the Caseware Offerings (in the case of Caseware), or the Customer Data or Customer Outputs(in the case of Customer), or use thereof, infringe, misappropriate or violate a third-party's Intellectual Property Rights. If such a claim is brought by or appears possible, the Indemnitee agrees to permit the Indemnitor, at its sole discretion, to: (a) obtain a right for the Indemnitee to continue using the allegedly infringing component or part; (b) modify the allegedly infringing component or part so they become non-infringing; or (c) terminate the applicable Order Form and refund the unused portion of any prepaid Fees received by Caseware from Customer in relation to the infringing component or part. For Products licensed on a perpetual basis, such refund shall be based on the unamortized or unexpensed portion of the purchase price allocated to that portion of the Product, based on a three-year straight-line amortization. Notwithstanding thefore going, Caseware shall not be liable for infringement claims arising fromCustomer's use of the Caseware Offerings in combination with unauthorized data, software, or configurations.

8.2 Indemnification Process. The Indemnitor's obligations in this Section 8 are subject to the following:

(i) the Indemnitee notifying the Indemnitor in writing promptly upon the Indemnitee becoming aware of a claim under this Section; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the Indemnitor of any of its obligations hereunder except to the extent the Indemnitor is prejudiced by such failure;

(ii) the Indemnitee not making any admission or statement against the Indemnitor's interest, including entering into a settlement agreement (other than for monetary amounts which do not require any admission of guilt or the assumption of any other obligation by the Indemnitee), without the Indemnitor's prior written consent;

(iii) the Indemnitee providing reasonable assistance to theIndemnitor in connection with the defense, litigation or settlement by the Indemnitor of the claim at the Indemnitor's cost for any out-of-pocket expensesof the Indemnitee; and

(iv) the Indemnitor's sole control over the defense,litigation, and settlement of any claim, including the legal counsel at the Indemnitor's expense.

9. LIABILITY

9.1 Exclusion of Liability. Except for Customer's payment of Fees under this Agreement or an applicable Order Form and to the maximum extent permitted by Applicable Law, in no event will either Party be liable for loss of or damage to data, lost revenue, lost profits, lost savings, damage to reputation, business interruption, downtime costs or any indirect, incidental, consequential, special, punitive, exemplary or any similar type of damages arising out of or in any way related to this Agreement under any theory of liability, whether in contract, tort (including negligence), indemnity, strict liability or otherwise, even if advised of the possibility of such damages or such losses were otherwise foreseeable.

9.2 Limitation of Liability. In no event shall Caseware's totalliability to Customer for all claims arising out of or as a result of thisAgreement under any theory of liability, whether in contract, tort (includingnegligence), indemnity, strict liability or otherwise, exceed the total amountof fees paid by Customer to Caseware in the twelve (12) month period precedingthe claim or action.

10. DISCLAIMER

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT (INCLUDING THE SCHEDULES) AND ANY APPLICABLE ORDER FORMS, AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CASEWARE EXCLUDES ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CASEWARE SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY AND NON INFRINGEMENT, THAT THE CASEWARE OFFERINGS, DOCUMENTATION, AI MODELS OR CUSTOMER OUTPUTS WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OR THAT THE CASEWARE OFFERINGS, DOCUMENTATION, AI MODELS OR CUSTOMER OUTPUTS WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, LEGAL, RELIABLE, COMPLETE, ERROR-FREE OR FREE OF VIRUSES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CASEWARE, ITS AFFILIATES OR ELSEWHERE IN RELATION TO THE CASEWARE OFFERINGS OR THIS AGREEMENT WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE CASEWARE OFFERINGS, DOCUMENTATION, AND AI MODELS ARE PROVIDED ON AN "AS IS"AND "AS AVAILABLE" BASIS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. CASEWARE DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE CONTENT GENERATED OR OTHERWISE MADE AVAILABLE THROUGH THE CASEWARE OFFERINGS OR USE THEREOF, INCLUDING BUT NOT LIMITED TO THE CUSTOMER OUTPUTS. CASEWARE MAKES NO WARRANTY OF ANY KIND AND DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR DISCLAIMERS IN RELATION TO ANY THIRD-PARTY PRODUCTS, CUSTOMER DATA, OR DATA STORAGE OR HOSTING PROVIDER USED IN CONJUNCTION WITH THE CASEWARE OFFERINGS. CASEWARE DOES NOT GUARANTEE UNINTERRUPTED AVAILABILITY OF THE CASEWARE OFFERINGS AND MAY PERFORM SCHEDULED OR EMERGENCY MAINTENANCE AS NEEDED.

CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT THE CASEWARE OFFERINGS, OR USE THEREOF, ARE INTENDED AS A TOOL TO ASSIST THE CUSTOMER, IN PERFORMING THEIR PROFESSIONAL SERVICES AND ARE IN NO WAY INTENDED TO REPLACE THE ROLE OF ANY PROFESSIONAL FINANCIAL, ACCOUNTING, AUDITING AND/OR LEGAL ADVICE. CUSTOMER REMAINS SOLELY RESPONSIBLE FOR ALL PROFESSIONAL JUDGMENTS, DECISIONS, AND ADVICE PROVIDED TO ITS CLIENTS OR STAKEHOLDERS.

11. TERM & TERMINATION

11.1 Term.

The term of this Agreement commences on the Effective Date and continues for the initial period set out in the initial Order Form (the "Initial Term") unless this Agreement is terminated earlier in accordance with this Section 11.

Upon the expiration of the Initial Term, and unless otherwise specified in the Order Form, this Agreement shall automatically renew for an additional twelve (12) month period.  

For any Renewal Term(s), the terms and conditions of this Agreement during each such Renewal Term shall be the same as the terms and conditions in effect immediately prior to such renewal, subject to any change in the Fees payable hereunder by Customer during the applicable Renewal Term in accordance with any applicable Order Form. If Customer declines the automatic renewal feature and payment is not received by Caseware within ten (10) days of expiry of the then current term, Caseware may consider the account to be overdue and Caseware may pursue the remedies in Section 4.3 and 11.3 of this Agreement.  

In the event of termination of this Agreement, any Order Form then in-effect shall continue in force and shall continue to be subject to the terms of this Agreement until such Order Form terminates or expires in accordance with its terms.

11.2 Termination for Cause. Either Party may terminate this Agreement (including all or some of the Order Forms):

(i) immediately upon notice if the other Party materially breaches any of its material obligations hereunder and fails to cure such breach within 30 calendar days following written notice; or

(ii) immediately upon notice in the event of the suspension of business, insolvency, institution of bankruptcy or liquidation proceedings by or against the other Party.

11.3 Suspension. In addition to the foregoing, Caseware may suspend or terminate this Agreement and any Order Form and the rights granted thereunder without prejudice to enforcement of any other legal right or remedy, immediately upon giving written notice of such termination:

(i) if Customer is in breach of its payment obligations and fails to cure such breach within 10 calendar days following Caseware's written notice;

(ii) if Customer breaches its obligations under Sections 2.5 (Use Restrictions), 3.3 (Customer Data) or 5 (Confidentiality);

(iii) if Caseware has reason to believe that Customer is using the Products and Services for any improper or unlawful purpose; or

(iv) if Customer's continued use of the Services may result in harm to Services, or to other users.

11.4 Effect of Termination. Upon termination or expiration of this Agreement Customer shall cease to access and use the Caseware Offerings and all rights of Customer under the Agreement and any applicable Order Form will terminate. If this Agreement is terminated by Customer in accordance with Section 11.2, Caseware will refund Customer a prorated amount of the Fees paid by Customer to Caseware for the Caseware Offerings for remainder of the Term. If this Agreement is terminated by Caseware in accordance with Section 11.2 or 11.3, Customer will pay Caseware any unpaid Fees for the remainder of the Term. Except where an exclusive remedy may be specified in this Agreement, the exercise by either Party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.

11.5 Offboarding. Upon request by Customer made within 30 calendar days after the effective date of termination or expiration of this Agreement, Caseware will make available to Customer (a) Subscriber Data for export or download, and (b) Caseware's offboarding tools, including processes to assist Customer with the foregoing exportation process. After such a 30-day period, Caseware will have no obligation to maintain or provide any Subscriber Data, or, to the extent applicable, any Customer Data, to Customer and will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.

11.6 Survival. Except as otherwise agreed to by the Parties in writing, Sections 3 (Customer Responsibilities), 4 (Fees & Payment), 5 (Confidentiality), 6 (Security & Privacy), 7 (Proprietary Rights), 8 (Indemnification), 9 (Liability), 10 (Disclaimer), 11.4 (Effect of Termination), 11.5 (Offboarding), and 12.1 (Notice), 12.5 (Equitable Relief), 12.6 (Waiver), 12.10 (Anti-Corruption), 12.11 (Export Controls), and 12.12 (Amendments) shall survive the expiration or termination of this Agreement.

12. MISCELLANEOUS

12.1 Notice. All notices and other information to be given by one of the Parties to the other shall be given by hand delivery or e‐mail to the other Party. For Caseware, all notices should be sent to the Customer's account representative, with a copy of such notice to legal@caseware.com. For Customer, all notices will be sent to the mailing and/or email address Customer provides to Caseware for the Order Form. Notices sent by e‐mail shall be deemed to have been received by the Party to whom it was addressed on the date of transmission or receipt, or if sent on a day that is not a business day or after normal business hours, on the first business day following transmission or receipt. Notices sent by hand delivery shall be deemed to have been received on the date of delivery. Any notice of change of address by a Party shall be effective only upon receipt of a notice provided to the other Party in accordance with the provisions of this Section 12.1.

12.2 Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Schedules and Order Forms, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement.  Except where the Parties enter into a written agreement expressly stating that said written agreement supersedes all other agreements (including this Agreement), this Agreement supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter, including any proposals, price quotes, purchase orders, click-wrap agreements, or non-disclosure agreements. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be (1) the applicableOrder Form, (2) any exhibit, schedule or addendum to this Agreement, and (3)the body of this Agreement. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

12.3 Relationship. The Parties agree that Caseware and Customer are independent entities, and that no other relationship is intended, including but not limited to a partnership, joint venture or agency relationship. Neither Party will have the authority or right to represent nor obligate the other Party in any way except as expressly authorized by thisAgreement.

12.4 Governing Law and Choice of Forum. This Agreement shall be governed by and construed and enforced in accordance with the laws of the jurisdiction set out in the table below, unless otherwise specified in the applicable Order Form and the Parties hereto submit to the exclusive jurisdiction of the courts of such jurisdiction. Where the Order Form does not set out a specific jurisdiction, this Agreement shall be governed by and construed and enforced in accordance with the laws in force in the Province of Ontario and the federal laws of Canada applicable therein and the Parties hereto agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario.

Caseware  Affiliate Identified on the Order Form - Governing Law  and Choice of Forum

Caseware  International Inc. - Province of  Ontario, Canada

Caseware USA  Inc.- State of New  York, U.S.A.

Caseware  Nederland B.V.- Netherlands

Caseware UK  Limited- England and  Wales

Caseware  Germany GmbH - Germany

Caseware  Australia Pty Ltd. - Australia

12.5 Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 or, in the case of Customer, Section 2.5 or Section 3, would cause the other Party irreparable harm for which monetary damages would not bean adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including are straining 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.

12.6 Waiver. The waiver by either Party of a breach or default of any provision of this Agreement by the other Party shall not be effective unless in writing and shall not be construed as a waiver of any succeeding breach of the same or of any other provision. Nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege by such Party shall constitute a waiver.

12.7 Assignment. Customer may not assign this Agreementor any of its rights or obligations in relation thereto, in whole or in part, without the prior written consent of Caseware, such consent not to be unreasonably withheld. Any attempt by Customer to assign any of the rights of this Agreement or any Order Form without such prior written consent is void.

12.8 Force Majeure. Except for payment obligations, neither Party shall be liable for any delay or failure to perform its obligations in this Agreement attributable to circumstances beyond its reasonable control, such as acts of God, fire, pandemic, natural disaster, terrorism, labour stoppage, Internet service provider or system failures or delays, civil unrest, war or military hostilities, or criminal acts of third-parties(each a "Force Majeure Event"). Any Party claiming a Force Majeure Event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend the performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure Event. Each Party shall use its commercially reasonable efforts to mitigate the effects of such Force Majeure Event, remedy its inability to perform, and resume full performance of its obligations hereunder, provided, however, that in the event the Force Majeure Event continues for thirty (30)days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, either Party may terminate this Agreement pursuant by written notice to the other Party and in accordance with Section 11.2 of this Agreement.

12.9 Severability. Wherever possible, each provision of this Agreement may be interpreted in such a manner as to be effective and valid under Applicable Law, but if any provision of this Agreement is held to be prohibited or invalid under Applicable Law, such provision will be ineffective only to the extent to such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

12.10 Anti-Corruption. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other Party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

12.11 Export Controls. This Agreement is expressly made subject to any laws, regulations, orders, or other restrictions on export from Canada or the United States of America (U.S.) of the Caseware Offerings, or any information about any of them, which may be imposed from time to time by the governments of Canada or the U.S. Customer shall not export the Caseware Offerings, or any information about any of them without the prior written consent of Caseware and compliance with such laws, regulations, orders, and other restrictions. Customer represents and warrants that (a) it is not located in a country that is subject to a Canadian or U.S. government embargo, or that has been designated by the Canadian or U.S. government as a "terrorist supporting" country; and (b) it is not listed on any Canadian or U.S.government list of prohibited or restricted parties.

12.12 Amendments and Modifications. No amendment to ormodification of this Agreement is effective unless it is in writing and signedby an authorized representative of each party.

12.13 Language. This Agreement may be translated into other languages for Customer convenience. In the event of any conflict or inconsistency between the English version and any translated version, the English language version shall prevail.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

Caseware

By: _______________________________

Name:______________________________

Title:_______________________________

Date:_______________________________

Customer

By:________________________________

Name:______________________________

Title:_______________________________

Date:_______________________________

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SCHEDULE 1 - DEFINITIONS

1. Definitions

In the Agreement, the following terms shall have the following meanings:

"Affiliate" means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a Party, where "control" means the power to direct the management or affairs of an entity, and "ownership" means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity;

"Aggregated Data" means data and information related to Customer's use of the Caseware Offerings or derived from the Customer Metadata that is aggregated and anonymized and in no way identifies Customer or any Permitted User and does not contain any Personal Data or Subscriber Data in identifiable form.

"AI Models" means the artificial intelligence models, machine learning and large language models, weighting systems, algorithms, decision trees, specifications, parameters, methods, methodologies, techniques, procedures and processes used, licensed or created by Caseware and integrated within the Caseware Offerings.

"Applicable Law" means all applicable federal, provincial, state, territorial, regional or municipal laws, regulations, common law, orders, rules or by-laws that are applicable to this Agreement and the Parties' obligations under this Agreement during the term of this Agreement;

“Beta Services" means any products, services, features, or functionality that Caseware makes available to Customer on a trial, pilot, beta, or evaluation basis, which are identified as such in an Order Form or in the Services interface.

“Customer Affiliate" means an Affiliate of Customer that is authorized to use the Caseware Offerings pursuant to an Order Form.

"Caseware Offerings" means those Products and/or Services and/or PS that are identified in an Order Form provided to Customer by Caseware;

"Customer Data" means information, data, materials, works, expressions, and other content, in any form or medium, that are uploaded, submitted, posted, transferred, transmitted, or otherwise provided or made available by or on behalf of Customer for use with the Caseware Offerings, and includes Subscriber Data and Customer Metadata.

"Customer Metadata" means data or information generated by or relating to Customer's or any Permitted User's configuration, usage, access logs, preferences, technical settings, environment variables, or interactions with the Caseware Offerings, which does not in itself identify Customer, any Permitted User, or contain any Subscriber Data in identifiable form or any Personal Data.

"Documentation" means (a) operating instructions for the Services, as made available by Caseware, as may be updated from time to time; and/or (b) the end user manuals governing the Products (in printed or electronic format) provided by Caseware, as modified from time to time by a Caseware;

"Enhancement" means any enhancement, update, modification, change, or improvement to the Caseware Offerings, other than the correction of bugs or errors acknowledged by Caseware.

"Indemnitee" means the Party that has made a claim against the other Party as contemplated in Section 8;

"Indemnitor" means the Party that has received aclaim from the other Party as contemplated in Section 8 and is required underSection 8 to indemnify the Indemnitee;

"Intellectual Property Rights" means all worldwide rights associated with utility and design patents, and patent applications, including any divisions, continuations, continuations-in-part, reissues and reexaminations thereof, works of authorship, derivative works, trade secrets, know-how, proprietary information, technical data, inventions, processes, materials, software, improvements, derivatives, and developments, whether or notpatentable or copyrightable and regardless of whether such rights arise under the laws of Canada, the United States or any country or jurisdiction;

"Licensed CPU" means a central processing unit controlled by the Customer in a multiple-user environment accessed by means of a modem, a network, or other means of remote access and/or on a single standalone computer;

"Order Form" means the  ordering document prepared by Caseware with an itemized bill of Caseware Offerings to be provided by Caseware to Customer, and applicable Fees to be paid by Customer and with respect to PS, also means a Statement of Work;

"Partner" means an authorized reseller or distributor of Caseware that Caseware has authorized to sell or resell Caseware Offerings;

"Partner Agreement" means the agreement entered into between a Partner and Customer in relation to Caseware Offerings that Partner is authorized to sell on Caseware's behalf;

"Party" means either Caseware or Customer individually, and "Parties" shall mean both Caseware and Customer collectively;

"Permitted User" means those individuals associated with Customer who are authorized by Customer to access and use the Caseware Offerings pursuant to the terms of this Agreement, up to the maximum number of users or licenses specified in an applicable Order Form;

"Personal Data" means any information about an identifiable individual or any information that is otherwise subject to Applicable Laws relating to data protection and privacy;

“PS” means those professional services (including e-learning training services) provided to Customer by Caseware that are identified in an Order Form or Statement of Work;

"Products" means those desktop software products provided to Customer by Caseware that are identified in an Order Form, as modified or supplemented by an Enhancement or other modification received from Caseware;

"Renewal Term" means any subsequent extension or renewal of the term for which this Agreement or use of the Caseware Offerings applies for a period of twelve (12) months, unless otherwise indicated in an applicable Order Form.

"Services" means those software solutions, including the provision of storage, software, platform, computing services or other resources provided to Customer by Caseware as software as a service, and may include professional services such as implementation, training, and consulting services, during the Services Subscription Term and that are identified in an Order Form;

"Services Subscription Term" means the applicable term the Services are to be provided by Caseware, as specified on an Order Form;

“Statement of Work” means the ordering document prepared by Caseware which identifies the details of the PS to be provided to Customer by Caseware and applicable Fees to be paid by Customer;

"Subscriber Data" means data input by a Permitted User into the Services, or data prepared for the Customer by the Services;

"Template" means the portion of a Program comprised of either (a) a sample of text, format and/or layout for presentation and explanation of data that has been processed by a Program and/or disclosure of related information or (b) a work aid, such as a check list or sample letter; and

"Term" means the Initial Term and any applicable Renewal Term(s).

"Third-Party Products" means any third-party products and software described in the applicable Order Form or otherwise incorporated into the Caseware Offerings.

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SCHEDULE 2 – PRODUCT-SPECIFIC TERMS

1. Use of Products

1.1 License. Upon the execution of an Order Form forProducts and subject to the payment of the applicable Fees and compliance with the terms of this Agreement, Caseware grants to the Customer a revocable, royalty-free, limited, non-exclusive, non-transferable license to use the Products identified on the Order Form (the "License") for the number of Permitted Users set out in the Order Form.

1.2 Rights of Use. Pursuant to the License, Customer may:

(i) make for use by means of one (1) or more Licensed CPUs, one (1) or more copies of the Product(s) for the Permitted User(s), provided that each such copy must contain all proprietary notices that appear on the Products;

(ii) make one (1) copy of a Product for backup or archival purposes, provided that such copy must contain all proprietary notices that appear on the Products;

(iii) use the Documentation to assist Permitted User(s) to understand how to install, and operate the Products; and

(iv) make a copy of the Documentation for use by each Permitted User.

1.3. Assignment of Licenses. Except where a License is assigned from one Licensed CPU to another for use by the same Permitted User, or in the event a Permitted User is not longer employed by or contracted to the Customer and the License is reassigned to a new employee or contractor to the Customer, the License granted hereunder is personal to each Permitted User, and may not be assigned, transferred, sublicensed or encumbered without the express written consent of Caseware.

1.4 License Activation. Use of a Product may require activation and registration by a Permitted User. Where use of a License requires registration, Caseware shall provide a unique identification key that a Permitted User will use to validate its License on Caseware's website.

1.5 Excess Permitted Users. If at any time during the Licensed Term the aggregate number of Permitted Users exceeds the number of Permitted Users set out in the applicable Order Form, Customer shall immediately advise Caseware of same in writing and pay Caseware's then prevailing license fee for each excess Permitted User and thereafter the number of Permitted Users shall be increased by such excess number.

2. Duration of License

2.1 License Term. Customer will have the right to use the License for the term set out in the Order Form (the "License Term")and any renewal of the License Term.

3. Use of Products and Templates

3.1 Customer acknowledges that:

(i) Templates may only be used to gather, select, and prepare data for processing by a Program and to present data that has been processed by a Program;

(ii) Templates may not be distributed to a third-party as a standalone work;

(iii) any sample presentation, documents, letters, and disclosures presented by the Product or Documentation are only samples or examples and are not complete nor comprehensive;

(iv) neither the Products nor Documentation are a substitute for materials, methods or processes required by Applicable Law, practice guidelines or as an alternative to the Permitted User's judgement;

(v) information retrieved from a Template or the Products are provided on an "as is" basis with no guarantee of completeness, accuracy and timeliness and it is the Permitted User's responsibility to ensure the accuracy of the results obtained from the use of reliance upon this information;

(vi) it is the Customer's responsibility to ensure that appropriate disclosures are made, and applicable standards are met in a manner that meets the requirements of a particular jurisdiction; and

(vii) the License does not grant to Customer any right to(i) receive an Enhancement; (ii) any Templates; or (iii) use the trademark "Caseware"or any other trademark owned or licensed by Caseware without Caseware's prior written approval.

4. Enhancements and Support

4.1 Updates. During the License Term, Caseware may develop Enhancements to the Products, and will use commercially reasonable efforts to make such Enhancements available to Customer and its Permitted Users when they become commercially available. It is a Permitted User's responsibility to download and update the Product when an Enhancement is made available by Caseware. Customer acknowledges that a failure to download or an Enhancement may affect the functionality of the Product. Customer further acknowledges that Caseware may cease support of any previous version of a Product 1 year after an Enhancement is made available.

4.2 Support. During the License Term, Caseware will use commercially reasonable efforts to provide Customer with technical support and customer service for the Products as set out at Caseware’s Support Website at www.caseware.com/legal/caseware-support-website and in accordance with Caseware’s Support Policy, available at www.caseware.com/legal/support-policy, as updated from time to time. Caseware typically supports only the current shipping version and one prior version of each Product. Support services, including new features, enhancements, patch releases, hotfixes, and technical assistance, will only be provided for supported versions. Customer is responsible for upgrading to a supported version to continue receiving support services.

5. Product Warranty

5.1 Warranty. Upon commencement of the License Term and for a period of thirty (30) days thereafter, all Products, will be free from material defects, free from material errors, free from all known viruses (as identified using commercially reasonable steps and antivirus software) and will perform materially in accordance with the Documentation.

5.2 Exceptions. The foregoing warranty shall not apply to (a) any modification made to the Products by any Party other than Caseware or its authorized agents; (b) the use of the Products in a manner other than as contemplated in this Agreement or the Documentation; or (c) the failure by Customer to report a warranty claim within the warranty period specified set out above.

5.3 Remedy. Caseware's sole responsibility for a valid warranty claim of the warranty provided in this Section 5 shall be, in Caseware's sole discretion, to (a) advise Customer how to achieve substantially the same functionality with the Products as described in the Documentation through a procedure different from that set forth in the Documentation; (b) use commercially reasonable efforts to develop a solution or workaround to make the non-conforming Product functional to comply with the warranty set out in Section 5.1; or (c) terminate the applicable Order Form, and/or this Agreement, and refund a prorated amount of the Fees for that particular Product paid by Customer for the calendar month in which Caseware receives written notice of the warranty claim. For greater certainty, Customer Outputs, including hallucinations or inaccuracies, shall not be considered defects under this warranty.

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SCHEDULE 3 - SERVICE-SPECIFIC TERMS

1. Provision of Services

1.1 License to Services. Upon the execution of an Order Form for certain Services and subject to Customer's payment of the applicable Fees and continued compliance with the terms and conditions of this Agreement, Caseware grants a license to Customer and its Permitted Users to access to and use of those specific Services on a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable basis for the applicable Services Subscription Term identified in the Order Form.

1.2 Rights of Use. The Services may be accessed and used by Permitted Users by way of the internet from a computing device in a manner described in the Documentation for the language version selected. Each Permitted User shall register with Caseware to obtain valid credentials (userID and password) for accessing the Services.

2. Duration of Services

2.1 Services Subscription Terms. Customer will have the right to use the Service for the Services Subscription Term set out in theOrder Form for each applicable Service, and the Order Form shall govern any renewal of the Services Subscription Term, unless terminated earlier in accordance with this Agreement.

3. Support Services & Maintenance

3.1 Service Level Agreement. During the Services Subscription Term, Caseware will use commercially reasonable efforts to provide the Support Services and meet the services levels set out in the Caseware Service Level Agreement www.caseware.com/legal/caseware-service-level-agreement as updated and amended from time to time (the "SLA").

3.2 Remedies. The remedies set out in the SLA are Customer's sole remedy and Caseware's sole obligation for any failure to meet any service levels relating to service availability or support response times set out in the SLA.

3.3 Maintenance. From time to time, it will be necessary  to perform maintenance on the Services, including routine maintenance to ensure the continued provision of the Services. Caseware shall use reasonable efforts to perform such maintenance at such times to minimize the impact of any downtime of its Software on the Customer. To the extent Caseware is able, Caseware shall notify Customer in advance of any scheduled maintenance by posting a message on its website or by sending an email to the designated Customer representative of the scheduled maintenance time and the anticipated duration of such maintenance. In instances where Caseware must perform emergency maintenance, including to address Security Events, Caseware shall use commercially reasonable efforts to notify Customer as soon as reasonably practicable.

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SCHEDULE 4 - PS-SPECIFICTERMS

1. Provision of PS

1.1 License to PS. Upon the execution of an Order Form for PS and subject to Customer's payment of the applicable Fees and continued compliance with the terms and conditions of this Agreement, Caseware grants a license to Customer and its Permitted Users to access to and use of results of the PS and related deliverables on a limited, royalty-free, non-exclusive, non-transferable, non-assignable and non-sublicensable basis for the applicable Caseware Offerings identified in the Order Form.

1.2  Assumptions,Dependencies and Responsibilities.  TheOrder Form shall identify assumptions, dependencies and responsibilities of both Customer and Caseware.  Customer acknowledges that any delay or non-compliance of these terms by Customer may result in delays or extra time and costs in the delivery of the PS by Caseware.  Any such delay or extra costs shall be agreed between the Parties and documented with a change order prior to Caseware performing the PS.  

1.3  Change Orders.  Any changes to an Order Form must be mutually agreed by the Parties in writing via a change order.  

1.4 Deliverables.  Details of deliverables shall be identified in the Order Form.

1.5  Fees.  Unless otherwise specified in the Order Form, all PS shall be performed on a fixed fee basis. Where the Order Form specifies an estimate for PS based on hourly work, Caseware shall not exceed the estimated hours of PS service without the written consent of Customer via a Change Order. Caseware may suspend performance of PS services where any Fees are past due by more than 15 days.  Out of pocket expenses, if any, in addition to the PS Fees, shall be pre-approved by the Customer and invoiced as they occur.

2. Duration of PSs

2.1 License Term. Customer will have the right to use the results of the PS and related deliverables for the License Term of the related Product and for the Services Subscription Term for the related Services, as the case may be, unless terminated earlier in accordance with this Agreement.

3. Learning Services. The terms of the learning services are set out on Caseware's website at www.caseware.com/legal, as may be updated from time to time.

4.  PS Warranty

4.1 Warranty.  For a period of thirty (30) days from the completion of the PS, it will be warranted that the PS will be performed in a professional manner using qualified and experienced personnel familiar with the Caseware Products and Services.  Any warranty claims must be reported in writing to Caseware within such time period.

4.2  Exceptions.  The foregoing warranty shall not apply where any change, additional, deletion or other modification was made to the PS work performed by Caseware or related deliverables, except as specifically authorized in writing by Caseware.

4.3 Remedies. Caseware's sole responsibility for a valid warranty claim of the warranty provided in this Section 4 shall be to use commercially reasonable efforts to promptly cure such breach; provided, that, if Caseware cannot cure such breach within a reasonable time but not more than thirty (30) days of Customer’s written notice of such breach, Customer may, at its option, terminate the Order Form and Caseware shall refund a pro rated amount of Fees related to the applicable PS which gave rise to the warranty breach.

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Version: 3.0
Last Updated: January 2026

1. Caseware’s Commitment to Privacy

Caseware International Inc., together with its affiliates and subsidiaries (collectively “Caseware”, “we”, “us” or “our”) has developed this Privacy Statement (this “Statement”) to describe Caseware’s policies and practices with respect to Personal Data we receive from (i) current and potential customers, (ii) visitors to our cloud platforms, www.caseware.com, caseware.com/uk and related Caseware webpages (collectively the “Website”), (iii) employment candidates and/or (iv) other individuals (collectively “you”, or “your”). For the purposes of this Statement, “Personal Data” refers to any information relating to an identified or identifiable natural person, and shall also mean all “Personal Information” as defined in the California Privacy Rights Act (“CRPA“).

We will review this Statement on a regular basis to ensure it (i) aligns with our privacy practices and (ii) remains compliant with applicable law. In the event we update and/or amend this Statement in a material way, we will publish a notice on the Website.

If you have any questions about this Statement or Caseware’s privacy practices, please contact us at:

Global Privacy Office

Caseware International Inc.

351 King Street East, Suite 1100

Toronto Ontario M5A 2W4 Canada

Data Protection Officer/Chief Privacy Officer

Anouschka van de Graaf

Email: privacy@caseware.com

2. Personal Data We Collect & Purposes for Collection

From time to time, we will collect from you Personal Data when you (i) use our products, services or request technical support from us, (ii) register or attend an event that Caseware is hosting or participating in, (iii) access or download content from our Website (such as whitepapers), (iv) use our Website to apply for a job at Caseware, and (v) otherwise communicate with us via email, in person or through our Website.

The types of Personal Data collected may include the following:

• last name, first name – the purpose of which is to identify you;
• contact information such as telephone number address, or email address – the purpose of which is to communicate with you;
• education and professional history, professional certifications, contacts for background checks, and other relevant information – the purpose of which is to support your job application for consideration of employment at Caseware; and/or
• IT usage data (e.g., cookies, user ID, passwords, roles, geolocation data) as applicable – the purpose of which is to provide you access to our products and services, including access to our Website, MyCaseware and other technical support portals made available by Caseware.

Our products and services are intended for business use, and we do not expect them to be of any interest to minors. We do not intentionally collect any personal information of consumers below the age of 16. By providing your Personal Data to us, you are indicating you agree and consent that we may collect, use, disclose and process your Personal Data in accordance with this Statement. If you do not agree with the terms set out in this Statement, we request that you do not provide any Personal Data to us. Please note that certain services, such as a request for information about our products or access to our Website, may only be able to be provided to you if you provide us with your Personal Data. In addition, Caseware may use anonymized information regarding usage of Caseware products and services for the purpose of making additions, adjustments, or modifications to our products and services.

3. Cookies

When you visit our Website, we may use “cookies”, web beacons, tags, JavaScript and similar technologies to automatically collect Personal Data from your computing or mobile devices as you navigate our Website. This Personal Data may include IP address, device and application identification numbers, geolocation, browser type, Internet service provider and/or mobile carrier, the pages and files viewed, searches, operating system and system configuration information and date/time stamps associated with your usage.

Cookies are small files that could be saved on your computer to track, save and store information about you when you use our Website. Sometimes we use third party cookies (such as Google Analytics and HubSpot). We use this information to (i) support the functioning of our Website, (ii) understand usage of the Website, (iii) determine browsing preferences to improve site behaviour, (iv) improve your website experience by providing you with a tailored experience within the Website, including custom marketing advertisements, (v) provide secure log-in, and/or (vi) to show you geographically relevant content.

The types of cookies used on the Websites include the following:

1. ‍Strictly Necessary Cookies: These cookies are essential in supporting the functionality and operation of the Website. Strictly necessary cookies on our site include cookies that allow you to access the secure area of our website. If users block or disable these cookies, parts of the website may not work or become inaccessible.‍
2. Performance Cookies: These cookies gather statistical data to measure the performance of the Website and to provide a better user experience. Examples of performance cookies include tracking which pages are most visited and monitoring page load speeds. Performance cookies collect data anonymously, meaning they do not collect identifiable information on visitors. While performance cookies are typically first party session and persistent cookies, sometimes we also use cookies to enable us to monitor Website usage and traffic, conduct market research and improve site functionality.‍
3. Functional Cookies: These cookies enable the Website to remember your preferences and provide enhanced user functionality and personalization. Examples of functional cookies include remembering your settings such as region and language preferences or allowing you to watch videos on Website. Functional cookies include first party and third party persistent or session cookies.‍
4. Advertising & Targeting Cookies: These cookies (including tracking tags) track user activity on Website and are designed to gather information from you to provide targeted adverts based on relevant topics and interests on other sites on other websites. Examples of advertising and targeting cookies include social media cookies that display ads to users on social media platforms. Advertising and targeting cookies are typically authorized third party persistent cookies. These cookies do not collect personal information, rather, they gather data based on uniquely identifying your browser and internet device to build user profiles from site visitors.

When you access the Website, a pop-up cookie banner will appear. You may select to opt-out of our use of cookies when you visit the Website by changing the cookie settings through your browser.

Additionally, web beacons may be used in email communications to you. Web beacons record visits to a particular web page or viewing of a particular email. For example, Caseware may place web beacons in marketing emails that notify us when a link in an email directs the visitor to the Website. Such technologies are used to operate and improve the Website and email communications.

4. How We Share Personal Data

We do not sell the personal information of consumers. We share Personal Data with our service providers for the purposes set out in this Statement, including but not limited to assisting us to provide you Caseware products and services or consider you for employment at Caseware. For example, Caseware uses (i) ‘Amazon Web Services’ to securely store Personal Data belonging to our customers and (ii) ‘Lever’ to help us coordinate your employment application with us. Our service providers are obligated, through contractual clauses, to use the Personal Data we transfer to them exclusively for the purpose of providing their services and to protect it at the same high level we do.

Exceptionally, we may be required to disclose Personal Data to comply with applicable laws, regulations, court orders, subpoenas or other legal process or investigation, with or without your consent. In any case, we ensure the disclosure is allowed or required by law and we will not disclose more information than is required.

5. Where Personal Data is Stored

Caseware is a Canadian company, however, we have customers (both actual and potential), employees, service providers, resellers/distributors, partners, and job candidates across the world. In order to operate our business on a global scale, we may be required to process and transfer Personal Data outside of your state, province, or country, including to the United States of America. Further, through our service providers, Personal Data may also be stored on servers located throughout the world.

With respect to customer data in our products and services, which may include Personal Data, at the time of subscribing to such products and services, customers will be advised as to the geographic server that will host Personal Data and will be given an opportunity to consent thereto prior to Personal Data of Customer being stored with any such data hosting provider.

Where Personal Data is transferred or stored across borders, we take steps to protect and safeguard it, including ensuring it is transferred in accordance with applicable law. For example, if you are in Europe, the UK, or Switzerland, Caseware’s Data Processing Agreement will apply to you. Also, when we send your Personal Data to Canada it is protected under Canadian law, which the European Commission has deemed to provide an adequate level of protection for any Personal Data transferred. If your Personal Data is then transferred to our service providers outside of Canada, this information is transferred and protected by contractual terms and conditions that are comparable to those provided in the European Commission’s Standard Contractual Clauses (SCCs).

6. How We Protect Personal Data

Caseware protects the security and confidentiality of Personal Data transferred to us using reasonable and industry standard security measures against unauthorized access, modification, and disclosure according to its level of sensitivity. For example, we generally store Personal Data on secure servers that are encrypted and limited on the basis of ‘need to know’, where applicable. Unfortunately, the risk of cyberattacks and data breaches always remains. If Caseware discovers or is advised of an incident where Personal Data is lost, stolen, accessed, used, disclosed, copied, modified or disposed of by unauthorized persons or in an unauthorized manner, we will advise you as soon as we can and comply with all applicable legal requirements.

To increase the level of security of Personal Data on our systems, you are encouraged not to share your password or other forms of authentication to the Website, products or services with another person. If you become aware of any misuse of your login credential, immediately change your password and notify us through the customer portal on the Website or by emailing us at privacy@caseware.com.

7. How Long We Retain Personal Data

Caseware retains Personal Data for only as long as necessary to fulfill the purposes for which it is provided. For example, if you provide us with your Personal Data for us to consider you for employment with Caseware and you are hired, the Personal Data becomes part of your personnel file. If you are not hired, we retain the Personal Data for one (1) year after completion of the recruitment process unless you ask us to delete it earlier.

Exceptionally, we may be required to retain Personal Data for longer to comply with our legal obligations, resolve disputes, and enforce agreements with Caseware.

8. Your Individual Privacy Rights

You may access and/or update your Personal Data with Caseware (including but not limited to requesting us to return, remove, or make corrections to it) or exercise any other right available to you as a ‘data subject’ under applicable privacy laws by contacting us at privacy@caseware.com.

To protect your Personal Data, we may need to verify your identity before assisting with your request, such as verifying that the information used to contact us matches the information that we have on file, provided we are not prohibited to do so by law, for example if doing so would disclose Personal Data about another individual.

If you use an authorized agent to exercise a right on your behalf, for example, where a job applicant uses an agent to request access to information relating to their application, you must provide the authorized agent written permission to do so. We may deny the request if the authorized agent does not submit sufficient proof that they have been authorized by you to act on your behalf.

If we are able to verify your identity, we will provide you a response to your request within 30 days. If we need an extension to fulfill your request, we will also let you know.

If you are not satisfied with our response either to your request to exercise your individual rights or to your complaint about the protection of Personal Data at Caseware, you have the right to lodge a complaint with the data protection or privacy authority where you reside.

California Privacy Rights

As a California resident, you may be able to exercise the following rights in relation to the Personal Information about you that we have collected (subject to certain limitations at law):

• The right to know any or all of the following information relating to your Personal Information that we have collected and disclosed in the last 12 months (upon verification of your identity):
  
  • The specific pieces of Personal Information we have collected about you;
  • The categories of Personal Information we have collected about you;
  • The categories of sources of the Personal Information;
  • The categories of Personal Information that we have disclosed to third parties for a business purpose, and the categories of recipients to whom this information was disclosed;
  • The categories of Personal Information we have sold and the categories of third parties to whom the information was sold; and
    
  • The business or commercial purposes for collecting or selling the Personal Information.
• The right to request deletion of Personal Information we have collected from you, subject to certain exceptions.
• The right to opt-out of Personal Information sales to third parties now or in the future. However, we do not sell your Personal Information.
• You also have the right to be free of discrimination for exercising these rights.

Please note that if exercising these rights limits our ability to process Personal Information (such as a deletion request), we may no longer be able to provide you with our products and services or engage with you in the same manner.

9. How to Exercise Your Rights

To exercise your right to know and/or your right to deletion, please submit a request by contacting us at privacy@caseware.com.

We will need to verify your identity before processing your request. In order to verify your identity, we will generally require sufficient information from you so that we can match it to the information we maintain about you in our systems. Sometimes we may need additional personal information from you to be able to identify you.

We may decline a request to exercise the right to know and/or right to deletion, particularly where we cannot verify your identity or locate your information in our systems or as permitted by law.

You may choose to designate an authorized agent to make a request under the CCPA on your behalf. No information will be disclosed until the authorized agent’s authority has been reviewed and verified. Once an authorized agent has submitted a request, we may require additional information (i.e., written authorization from you) to confirm the authorized agent’s authority.

If you are an employee/former employee of a Caseware client that uses our application and services, please direct your requests and/or questions directly to your employer/former employer.

If you are a third party (auditor, business associate, etc.), who was given access to the Caseware product or service by a Caseware client, please direct your requests and/or questions directly to the Caseware client that gave you access.

Caseware Cloud continually undergoes independent security audits to reinforce our commitment to data security, privacy, and compliance controls. Independent auditors examine our entire Information Security Management System (ISMS) to verify our service delivery, operations and management of the Caseware Cloud platform to ensure it conforms to industry standards. These certifications demonstrate Caseware Cloud’s international commitment to security and quality.

ISO 27001:2022

Independent auditing company, ControlCase International, confirms that Caseware Cloud meets the requirements given in ISO 27001 and that its ISMS is in alignment with best practices. This certification is independent of Amazon Web Services (AWS), which has its own ISO 27001 certification for its data centers, infrastructure and operations. ISO 27001:2022 is a widely recognized international standard that places requirements on how an ISMS identifies, analyzes and addresses information risks, and how the organization stays ahead of changes in threats and mitigates their possible business impacts. The certificate is here.

SOC 2® Type 2

AICPA, the world’s largest member association representing the accounting profession, affirms that Caseware Cloud ISMS meets the Trust Services Criteria for SOC 2®.

AICPA SOC 2® for Service Organizations are examination engagements performed by a service auditor. These reports focus on one or multiple Trust Services categories – security, availability, processing integrity, confidentiality, or privacy using predefined criteria.

Caseware International has successfully obtained SOC 2 Type 2 certification, which can be accessed here.

Type 2

SOC 2 Type 2, a report on management’s description of the service organization’s system and the suitability of the design and operating effectiveness of the controls.

1. PURPOSE AND SCOPE

Caseware International Inc. and its subsidiaries and affiliates (collectively, “Caseware”) are committed to conducting business in a lawful, ethical, and responsible manner. Caseware seeks to work with suppliers that share similar values and standards.

This Supplier Code of Conduct (the “Code”) describes principles and standards that Caseware encourages its suppliers, vendors, contractors, consultants, agents, resellers, distributors, and other third parties (collectively, “Suppliers”) to follow when conducting business with or on behalf of Caseware.
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This Code applies to Suppliers and, where appropriate, their employees, officers, directors, agents, and subcontractors involved in providing goods or services to Caseware.
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This Code sets out Caseware’s expectations of all Caseware Suppliers and does not impose additional legal obligations on Caseware.
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In addition, Suppliers are encouraged to conduct themselves in a manner consistent with the ethical principles reflected in Caseware’s Code of Conduct.

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2. COMPLIANCE WITH LAWS AND REGULATIONS

Suppliers are expected to comply with all applicable local, provincial/state, national, and international laws, regulations, and industry standards in the jurisdiction in which they operate. This includes laws relating to employment, labour standards, occupational health and safety, anti-corruption, competition, data protection and privacy, environmental protection, and trade controls.

Where local laws are less restrictive than this Code, you are encouraged to comply with the Code, even if your conduct would otherwise be legal. If local laws are more restrictive than the Code, you must always, at a minimum, comply with those laws.Supplier Code of Conduct

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3. ETHICAL BUSINESS CONDUCT

3.1 Integrity and Fair Dealing

Suppliers are expected to conduct business in good faith and with integrity. Dealings with Caseware, customers, competitors, and public authorities should be conducted honestly and transparently.

3.2 Anti-Bribery and Anti-Corruption

Suppliers are expected to comply with applicable anti-bribery and anti-corruption laws, including, where applicable, the Canadian Corruption of Foreign Public Officials Act, the U.S. Foreign Corrupt Practices Act, and the UK Bribery Act.
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Suppliers should not engage in bribery, corruption, or other improper business practices in connection with Caseware business.

3.3 Fair Competition and Anti-Trust

Dealings with competitors, customers, and third parties should be conducted fairly and in good faith.

Suppliers ought to conduct business in compliance with applicable competition and antitrust laws. Suppliers should avoid anti-competitive practices, including price fixing, bid rigging, market allocation, or the improper exchange of competitively

3.4 Trade Controls, Sanctions and Export Compliance

Suppliers should not engage in transactions or activities in connection with Caseware business that would cause Caseware or the Supplier to violate applicable trade or sanctions laws.

Suppliers ought to comply with all applicable trade control, customs, export, re-export, import, and economic sanctions laws and regulations in the jurisdictions in which they operate, including those relating to restricted or denied parties, embargoed countries, and prohibited end uses.

3.5 Conflict of Interest

Suppliers are encouraged to avoid situations that may present an actual or perceived conflict of interest in their dealings with Caseware. Where actual or potential conflict exists, Suppliers should resolve the conflict and promptly disclose the matter to Caseware.
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3.6 Gifts, Hospitality, and Business Courtesies

Caseware prohibits any gifts, hospitality, business courtesies, money, or anything similar, directly or indirectly to a government official or employee of a state-owned enterprise, or to the spouse, significant other, child, or other relative of any such person, for the purpose of influencing or rewarding an action or decision of the government or public sector employee or official or to gain any improper advantage for Caseware.
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Suppliers should not offer, promise, or provide gifts, hospitality, entertainment, or other business courtesies that are intended, or could reasonably be perceived, to improperly influence a business decision, create a conflict of interest, or obtain an improper advantage in connection with Caseware business.
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Suppliers should also avoid offering gifts, hospitality, or business courtesies to Caseware employees, officers, or representatives where such items could reasonably be perceived as influencing business judgment or creating an improper advantage.
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Reasonable, lawful hospitality aligned with Caseware policies is acceptable.

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4. HUMAN RIGHTS AND LABOUR PRACTICES

Caseware supports respect for internationally recognized human rights principles, including those reflected in the United Nations Universal Declaration of Human Rights and the International Labour Organization (ILO) core conventions. Nothing in this Code is intended to require Suppliers to take actions that are inconsistent

with local law, nor to interfere with lawful employer-employee relationships.

4.1 Forced and Child Labour

Suppliers are expected to comply with applicable laws relating to forced labour, child labour, and human trafficking. Suppliers should not knowingly engage in practices involving forced, bonded, or child labour.

4.2 Modern Slavery and Forced Labour Transparency

In accordance with applicable legislation, including Canada’s Fighting Against Forced Labour and Child Labour in Supply Chains Act, the United Kingdom’s Modern Slavery Act, and Australia’s Modern Slavery Act, Caseware may request certain information from Suppliers regarding their policies, processes, or risk management practices relating to forced labour and child labour. Any such requests are intended for transparency and reporting purposes only.

4.3 Fair Wages and Working Hours

Suppliers are expected to comply with applicable wage, benefits, and working hour laws in the jurisdictions in which they operate.

4.4 Non-Discrimination and Respectful Workplace

Suppliers are encouraged to provide workplaces free from unlawful discrimination or harassment and to make employment-related decisions based on lawful, job-related criteria.

4.5 Freedom of Association

Suppliers are encouraged to respect the rights of workers to lawfully associate, organize, and engage in collective bargaining, consistent with applicable laws and regulations in the jurisdiction in which they operate.

4.6 Health, Safety and Working Conditions

Suppliers are expected to comply with applicable occupational health and safety laws and to take reasonable measures to provide safe and healthy working conditions for their workers.

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5. INFORMATION SECURITY, PRIVACY AND DATA PROTECTION

5.1 Security Standards

Suppliers that access, process, or handle Caseware confidential information or personal data are expected to comply with applicable privacy and data protection laws and with any contractual data protection obligations agreed with Caseware.

Suppliers should implement reasonable administrative, technical, and physical safeguards designed to protect information against unauthorized access, use, or disclosure.
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These practices should be proportionate to the nature of the services provided and aligned with applicable laws, regulations, and contractual obligations.

‍5.2 Responsible Use of AI

Where Suppliers develop, deploy, or use artificial intelligence, machine learning, or automated decision-making systems in connection with Caseware business, Suppliers are encouraged to do so in a responsible, lawful, and ethical manner.

Suppliers are to:

• Use Caseware data or information within AI systems only as authorized;

• Implement appropriate human oversight for material decisions that may significantly affect individuals;

• Avoid uses of AI that result in unlawful discrimination or harm; and

• Use AI systems in compliance with applicable laws and regulations;

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6. INTELLECTUAL PROPERTY AND PROPRIETARY INFORMATION

Suppliers should use Caseware intellectual property and information solely for authorized purposes related to Caseware business and should not misuse, disclose, copy, or infringe upon such rights except as permitted by applicable law or agreement.

Suppliers are expected to respect and protect Caseware’s intellectual property, confidential information, and proprietary assets, as well as the intellectual property rights of third parties.

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7. ENVIRONMENTAL RESPONSIBILITY

Suppliers are encouraged to comply with applicable environmental laws and regulations and to operate in a manner that seeks to minimize environmental impact, where practicable.

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8. SUBCONTRACTING AND SUPPLY CHAIN PRACTICES

Where Suppliers engage subcontractors or third parties in connection with Caseware business, Suppliers are encouraged to take reasonable steps to promote awareness of this Code and applicable legal requirements.

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9. FINANCIAL INTEGRITY AND RECORDKEEPING

Suppliers are expected to maintain accurate business records in accordance with applicable laws and standard business practices. Records related to Caseware business should not be knowingly falsified or misleading.

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10. BUSINESS CONTINUITY AND RESILIENCE

Suppliers that provide critical services or support key business operations for Caseware are encouraged to maintain reasonable business continuity and disaster recovery practices appropriate to the nature of the services provided.Supplier Code of Conduct

Suppliers are encouraged to take reasonable steps to minimize disruptions to Caseware business and to notify Caseware, where appropriate, of material disruptions that may affect the delivery of goods or services.

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11. RAISING CONCERNS AND NON-RETALIATION

Suppliers are encouraged to promptly raise concerns regarding potential violations of applicable laws, regulations, or ethical standards related to Caseware business.

Concerns may be raised through the Supplier’s internal reporting channels or, where appropriate, by contacting Caseware using reporting mechanisms made available by Caseware from time to time.

Suppliers should avoid retaliation against any individual who, in good faith, raises a concern, reports suspected misconduct, or participates in an investigation relating to Caseware business.

Retaliation may include, but is not limited to, termination, demotion, harassment, discrimination, or any other adverse action taken because an individual raised a concern or participated in a review in good faith.

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12. MONITORING AND ASSESSMENTS

Caseware may, from time to time and where appropriate, request information or certifications from Suppliers to support compliance, risk management, or regulatory reporting.

Any such activities will be subject to applicable legislation and contractual arrangements.

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13. RELATIONSHIP AND REMEDIES

Nothing in this Code limits or modifies Caseware’s rights or remedies under applicable law or under any agreement between Caseware and a Supplier.

Caseware reserves the right to take appropriate action in accordance with applicable contracts and legislation.

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14. SUPPLIER ACKNOWLEDGEMENT

Suppliers are encouraged to acknowledge review of this Code in a manner agreed between the parties. Serious or repeated violations of this Code may affect the

Supplier’s relationship with Caseware, including the exercise of rights or remedies available to Caseware under any applicable agreement and applicable legislation.

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Version: 3.0
Last Updated: July 2023

1. Caseware’s Updated Terms of Use

Caseware International Inc., together with its affiliates and subsidiaries (collectively “Caseware”, “we”, “us” or “our”) has updated these Terms of Use (“TOU”) to describe the terms and conditions that govern your use of www.caseware.com and related Caseware web pages (collectively this “Website”).

Caseware offers many other licensed products and services for purchase (collectively the “Caseware Offerings”). Your use of the Caseware Offerings is governed by a separate agreement that you and the entity you represent (“you” or “yours”) have executed with Caseware.

By using and/or visiting the Website you agree to the following terms.

2. Description of the Website

Through your access to the Website, Caseware will also provide you with access to a variety of resources, including documents (such as white papers, press releases, datasheets and FAQs), developer tools, download areas, Communication Services (as defined below) and product information (collectively “Site Services”). Your use of the Site Services is also subject to the terms and conditions set out in this TOU.

3. Personal & Non-Commercial Use Limitation

Unless otherwise specified, access to the Website and the Website Services are for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any portion of the Website and/or Site Services.

4. Privacy & Protection of Personal Information

See Caseware’s Privacy Statement on www.caseware.com for information relating to the collection and use of your personal information (as defined therein).

5. Use of Site Services

Permission to use the Site Services is granted, provided that (i) the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear, (ii) no portion of the Site Services will be copied or posted on any network computer or broadcast in any media, and (iii) no modifications to any of the Site Services is made.

6. Warranty & Limitation of Liability

ACCESS TO THE WEBSITE AND SITE SERVICES IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND. CASEWARE AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE WEBSITE AND THE SITE SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

IN NO EVENT SHALL CASEWARE AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR PERFORMANCE OF THE WEBSITE AND SITE SERVICES.

THE SITE SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE SITE SERVICES. CASEWARE AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED HEREIN AT ANY TIME WITHOUT ANY PRIOR NOTICE TO YOU.

7. Member Account, Password, & Security

If any portion of the Website or Site Services requires you to register for an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You may also need to choose a password and a username. You are entirely responsible for maintaining the confidentiality of your password and account. You are also entirely responsible for any and all activities that occur under your account. You agree to notify Caseware immediately of any unauthorized use of your account or any other breach of security. Caseware will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge; however, you could be held liable for losses incurred by Caseware or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder.

8. No Unlawful or Prohibited Use

As a condition of your permitted use of the Website and Site Services, you will not use the Website or Site Services for any purpose that is unlawful or prohibited by these TOU. You may not use the Website or Site Services in any manner that could damage, disable, overburden, or impair any Caseware server, or the network(s) connected to any Caseware server, or interfere with any other party’s use and enjoyment of any Website or Site Services. You may also not attempt to gain unauthorized access to the Website or Site Services, other accounts, computer systems or networks connected to any Caseware server or to the Website, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available to you through the Website and/or Site Services.

9. Communication Services

The Website and Site Services may contain e-mail services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable you to communicate with others (each a “Communication Service” and collectively “Communication Services”). You agree to use the Communication Site Services only to post, send and receive messages and material that are proper and, when applicable, related to the Communication Service.

By way of example, and not as a limitation, you agree that when using the Communication Services, you will not:

• Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise);
• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information;
• Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
• Use any material or information, including images or photographs, which are made available through the Communication Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
• Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
• Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages;
• Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
• Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
• Restrict or inhibit any other user from using and enjoying the Communication Services;
• Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service;
• Harvest or otherwise collect information about others, including e-mail addresses;
• Violate any applicable laws or regulations;
• Create a false identity for the purpose of misleading others; and/or
• Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Communication Services or other user or usage information or any portion thereof.

Caseware has no obligation to monitor the Communication Services; however, Caseware reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. Caseware reserves the right to terminate your access to any or all of the Communication Services at any time, without notice, for any reason whatsoever.

Caseware reserves the right at all times to disclose any information related to the Communication Services as Caseware deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Caseware’s sole discretion.

Caseware does not control or endorse the content, messages or information found in any Communication Services and, therefore, Caseware specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Services.

Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; you are responsible for adhering to such limitations if you download the materials.

10. Links To Third Party Sites

There may be links on the Website which let you leave Caseware’s Website to access other sites or information. These linked sites are not under the control of Caseware and Caseware is not responsible for the contents of any linked site, or any link contained in a linked site, or any changes or updates to such sites. Caseware is also not responsible for webcasting, or any other form of transmission received from any linked site.

Caseware is providing these links to you only as a convenience, and the inclusion of any link does not imply any form of endorsement by Caseware.

11. Unsolicited Idea Submission Policy

Caseware does not accept or consider unsolicited feedback, ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. Please do not send any original creative artwork, samples, demos, or other works. The sole purpose of this is to avoid potential misunderstandings or disputes when Caseware’s products or marketing strategies might seem similar to ideas submitted to Caseware.

12. Questions & Comments

If you have any questions or comments regarding these TOU, please contact us at:
Caseware International Inc.
351 King Street East, Suite 1100
Toronto, ON
M5A 2W4 Canada
Legal@caseware.com

13. COPYRIGHT NOTICE

The Website is owned and operated by Caseware. Elements of the Website and Site Services are protected by trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from any Caseware Web site may be copied or retransmitted unless expressly permitted by Caseware.

© 2023 Caseware International Inc.
All rights reserved.