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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