General Terms and Conditions

During the term of this Agreement, Govrn hereby grants the Client and the Users, a limited, revocable, non-exclusive, non-transferable right to access and use the Services included in the applicable Client Subscription in accordance with this Agreement. From and after the date of any such purchase and for the remaining duration of the term of this Agreement, Govrn hereby also grants the Client and the Users a limited, revocable, non-exclusive, non-transferable right to access and use, in accordance with this Agreement, any additional Services that are purchased by the Client, for an additional cost, during the term of this Agreement.

The Client is responsible for ensuring that its use of the Services is in accordance with this Agreement.

The right to use the Services described in Section 3.1.1 is granted subject to the restrictions in terms of the number of Users, functionalities and/or transactions attaching to the applicable Client Subscription, as described on the Site. It is granted for the sole purpose of enabling the Client and Users to access and use the Services for the Client’s own lawful internal business purposes. Unless otherwise stated in writing, the right to use the services described in Section 3.1.1. cannot be transferred or sublicensed to any third party, in whole or in part, without the written prior approval of Govrn.

Except for the rights of use and other rights expressly granted herein, no other rights are granted to the Client or any User. The Client expressly acknowledges that the access or use of a Service does not imply a transfer of any Intellectual Property Right to the Client or any User. All Intellectual Property Rights and all derivative rights related to the Site and the Services continue to be retained by Govrn or its licensors.

To sign up for a Service, Govrn requires the Client to register on the Site. When the Client registers, a client account will be opened, and the Client will be required to provide its customary billing information such as name and billing address and to select a plan and a payment frequency. Depending on the selected Client Subscription and payment frequency, a credit card number might be required as well. The Client commits to provide accurate and complete information when registering and to keep this information up-to-date. Govrn has the right to suspend or terminate the Client’s account and to refuse any and/or all current or future use of the Service (or any part thereof), if any information is untrue, inaccurate, not up-to-date or incomplete.

The Client and its Users register and log in using a valid email address and a password for authentication (the “Client Login Data”). The Client remains responsible for the confidentiality of the Client Login Data. The Client is fully responsible for all activities that occur on its account.

The Client has the right to request (only) one (1) trial period free of charge valid 7 days per location to experience the features and functionalities of the Services before making a purchasing decision (the “Trial Period”). If the Client renews its account at the end of the Trial Period, the Client will not be eligible for another free Trial Period for the same Location. If Govrn discovers that the Client has registered several times for Trial Periods for a certain Location, Govrn reserves the right to restrict or terminate any of the Client’s client accounts in Govrn’s sole discretion and/or to refuse all current or future use of the Service (or any part thereof).

During the Trial Period, Govrn makes its Services available to the Client with full access to all functionalities mentioned in the Client Subscription and full support. For Services used during the Trial Period, Govrn does not make any binding commitments, obligations, representations or warranties in connection with the Services, as the Services are provided “as is” and “as available” during the Trial Period.

The Trial Period starts from the creation of a client account, which is confirmed by an approval sent by Govrn to the e-mail address provided by the Client. The Trial Period is valid for fifteen (15) days unless the Client’s use of the Service is terminated earlier in accordance with this Agreement. As soon as the Trial Period expires, the Client’s access will be immediately terminated, except if the Client Subscription is opened.

Notwithstanding the foregoing, Govrn has the right to modify the conditions of the Trial Period or to discontinue it entirely at any time, without prior notice, including, but not limited to, when Govrn believes that the Client applies for a Trial Period not to make any purchasing decision, but for any other (unlawful) purpose such as to engage instead in industrial espionage.

Govrn’s objective is to provide the Client continuous availability of the Services and the Site, and a high level of performance. Govrn will use commercially reasonable efforts to correct all material defaults, defects, and errors in the operation or the functionality of the Services at Govrn’s expense as soon as practicable after Govrn is notified by the Client.

Govrn will use all commercially reasonable efforts, being no less than accepted industry standards, to make its Services available to the Client with a Monthly Uptime Percentage of at least 99.50% during any given monthly billing cycle (the “Service Commitment”). The “Monthly Uptime Percentage” is calculated by taking the total number of minutes in a calendar month minus the number of minutes of Downtime in the given calendar month, all divided by the total number of minutes in that calendar month. Downtime does not include: (i) scheduled Downtime (for maintenance and upgrades, notified in advance to Administrator Users), (ii) unavailability due to force majeure, (iii) lack of access due to the Client’s improper use of the Service, and (iv) unavailability resulting from the Client’s acts or omissions or third-party services, hardware, or network issues.

If Govrn fails to meet its Service Commitment in a given calendar month, the Client will be eligible to receive Service Credits on future billing cycles. Service Credits are calculated based on the Monthly Uptime Percentage: - Less than 99.50% but equal to or greater than 95%: 10% - Less than 95%: 30%

Claims for Service Credits must be submitted within thirty (30) calendar days after the incident occurred, including a detailed description, duration, and attempts to resolve the issue. Govrn will issue Service Credits in the next billing period if owed but will not provide refunds or cash payouts. If the Monthly Uptime Percentage falls below 99.50% but remains equal to or greater than 95%, the Client will receive a Service Credit equal to 10% of the total charges for that billing cycle; if it falls below 95%, the Service Credit will increase to 30%, compensating for the reduced service reliability.

Govrn represents and warrants that (i) its networks, operating systems, software, routers, databases, and computer systems comply with and are properly configured in accordance with applicable laws and compliance with industry standards and that it is known as to such applicable industry standards; (ii) it utilizes commercially reasonable procedures to back-up any data processed under this Agreement; (iii) it shall implement security policies and procedures to protect to the data processed under this Agreement, which policies and procedures shall be in accordance with applicable laws and compliance with industry standards. Govrn will notify the Client of any known or suspected security breach in accordance with applicable laws and regulations. To receive such notifications, the Client commits to subscribe on the Govrn platform to receive status updates. Govrn will work with the Client to immediately correct any material security deficiency of which Govrn is notified in writing.

The Client understands that Govrn cannot and does not guarantee or warrant that files available for downloading from the internet or the Site or using the Services, will be free of viruses or other destructive code. The Client is responsible for implementing sufficient procedures and checkpoints to satisfy the Client's particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Site for any reconstruction of any lost data. To the fullest extent provided by law, Govrn will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect the Client’s computer equipment, computer programs, data, or other proprietary material due to the Client’s use of the website or any services or items obtained through the website or to the client’s downloading of any material posted on it, or on any website linked to it.

The client’s use of the site, the services and underlying applications, any of their content, and any services or items obtained through the site are at the client’s own risk. The site, the services and underlying applications, their content, and any services or items obtained through the site are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. Except as otherwise expressly set forth herein, neither Govrn nor any person associated with Govrn makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the website. Without limiting the foregoing, neither Govrn nor anyone associated with Govrn represents or warrants that the site, the services and underlying applications, any of their content, or any services or items obtained through the site will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our site or the server that makes it available are free of viruses or other harmful components, or that the website or any services or items obtained through the website will otherwise meet your needs or expectations.

Govrn performs regular maintenance and updates to enhance its Services. It may also introduce new features or modify existing ones. Scheduled maintenance that impacts Users will be communicated at least 24 hours in advance. Downtime from scheduled maintenance does not entitle the Client to refunds or compensation.

Govrn’s customer support aims to provide clear and timely responses to Client inquiries regarding the Services or the Site. Support requests can be submitted via email or the dedicated support icon within the platform.

The Client is strictly prohibited from taking any action that could compromise the safety or security of the Services, the Site, or the associated network. Prohibited actions include, but are not limited to, distributing, downloading, uploading, or transmitting material containing viruses, Trojan horses, worms, time bombs, cancelbots, or other harmful software that may disrupt the functionality of the Services or the Site, or harm the interests of Govrn, its Clients, Users, or other customers. The Client must refrain from processing content that could overburden or disturb the infrastructure or proper functioning of the applications and the Site.

Upon providing prior written notice to Govrn, the Client may conduct regular vulnerability tests (e.g., automated scans) in compliance with agreed-upon instructions and procedures. Any vulnerabilities identified during such tests must be reported to Govrn, which will work to address or mitigate them.

The Client agrees to immediately notify Govrn in writing of any security breach or unauthorized use of the Client's account or Client Login Data. The Client shall take all necessary measures to prevent unauthorized access or use, including but not limited to: - Ensuring that the Client exits their account after each session. - Adequately protecting Client Login Data from unauthorized disclosure or use.

The functionality of one or more of the Services enables the Client to add content to the application(s) underlying such Services. The Client is solely responsible for the content that it and its Users may add. The Client shall not create, transmit, display, or make otherwise available any content that is unlawful, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, or hateful (including viruses, worms, and any other destructive codes).

Govrn reserves the right, in its sole discretion, to: - Remove or refuse to post any of the Client’s content. - Take any action with respect to the Client’s content that Govrn deems necessary or appropriate, including if such content violates this Agreement, infringes any intellectual property rights, threatens the safety of users, or could create liability for Govrn. - Disclose the Client’s identity or other information to any third party who claims that material posted by the Client violates their rights. - Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Services or the Site. - Terminate or suspend the Client’s access to all or part of the Services or the Site for any violation of this Agreement.

To keep confidential the Confidential Information.

To keep the Confidential Information in a safe and secure place using such reasonable technical and organizational security measures to prevent unauthorized access, destruction, or loss and to treat the Confidential Information with at least the same degree of care that is used for its own Confidential Information.

Not to disclose without the prior written consent of the Disclosing Party the Confidential Information in whole or in part to any other person save those of its employees, agents, and sub-contractors involved in performing its obligations under this Agreement, and only in so far as necessary for the performance of this Agreement.

To use the Confidential Information solely in connection with exercising its rights or performing its rights and obligations under this Agreement.

Is or becomes public knowledge other than by breach of this section 8.

Is in the possession of the Receiving Party without restrictions in relation to disclosure before the date of receipt from the Disclosing Party.

Is received from a third party that lawfully acquired it and that is under no obligation restricting disclosure.

Is independently developed without access to any Confidential Information belonging to the Disclosing Party.

The Client owns or controls all rights in and to the content added to an application using the Services and has the right to grant the license granted above to Govrn and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.

All of the Client’s content does and will comply with this Agreement.

The Client understands and acknowledges that the Client is responsible for any content that it or its Users submit or contribute, and the Client, not Govrn, has full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. Govrn is not responsible or liable to any third party for the content or accuracy of any such content.

The Agreement takes effect on the date of completion of the registration process for a Subscription by the Client, for the Initial Term selected by the Client. At the end of the Initial Term and the end of each renewal, unless otherwise directed by either Party pursuant to 12.1.2 and 12.1.3 hereunder, the Agreement will be automatically renewed for the same duration as the Initial Term.

Sixty (60) days prior to the end of each term, Govrn will send a notification of renewal to the Client. If the Client does not wish to see the Agreement renewed for a new term, the Client shall notify Govrn its decision not to renew at least 30 days before the end of the Term. If no notification is received from the Client prior to the expiry of the Term, the subscription will be automatically renewed for a new term.

If Govrn does not wish to see the Agreement renewed for a new term, sixty (60) days before the end of the Term, Govrn will send a notification of non-renewal to the Client. The Agreement will then end on the final day of the Term.

Without limiting the right to termination under clause 12.2.3, Govrn has the right to suspend the Client’s access to the Service in case of a material breach of this Agreement by the Client. Govrn will promptly inform the Client of the reasons for the suspension. The Client will be given thirty (30) days to remedy the breach if such a remedy is possible. Fees may continue to accrue during a suspension, and Govrn may charge the Client a reinstatement fee following any suspension of the Client’s Services. Any reinstatement fee must be paid before the Services can be restored.

Govrn may terminate this Agreement by written notice with immediate effect, without the intervention of a judge and without any liability if: - The Client fails to rectify a material breach of this Agreement within thirty (30) days of receiving written notice describing the nature of the breach and specifying the intention to terminate this Agreement if the breach is not rectified. - The Client commits a material breach of this Agreement which cannot be remedied. - The Client commits small repetitive breaches of this Agreement resulting in an irrecoverable loss of trust on Govrn’s part. - Govrn has reasonable suspicion of fraudulent, unauthorized, improper, or illegal use of the Services by the Client. - A force majeure event lasting for more than ninety (90) days. In the event of Termination for Cause, the Client shall not be entitled to a refund, either in full or in part, of paid fees.

Either party may terminate this Agreement with immediate effect, without the intervention of a judge, if the other party is subject to liquidation, insolvency, or bankruptcy procedures, or makes any arrangement or composition with, or assignment for the benefit of its creditors, or if any of the other party’s assets are the subject of any form of seizure, or if such other party goes into liquidation, either voluntary (otherwise than for reconstruction or amalgamation) or compulsory, or if a receiver or administrator is appointed over such other party’s assets, to the extent such termination is allowed by applicable law.