End User License Agreement

Please read this END USER LICENSE AGREEMENT (this "Agreement") carefully.

This Agreement is a legally binding agreement between you ("you") and MBA Technologies Inc. ("Licensor"), that governs your use of Licensor's MBA Document Collection Service software, including all documentation, user manuals, technical manuals, and any other materials provided or made available by Licensor, in printed, electronic, or other form, that describe the software or its use or specifications (collectively, the "Software"), and contains important terms and conditions relating to matters such as proprietary rights, indemnities, and liability.

IF AN INDIVIDUAL IS ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER CORPORATE ENTITY, THE INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY (AND ITS AFFILIATES, IF APPLICABLE) TO THE TERMS OF THIS AGREEMENT.

THE "EFFECTIVE DATE" FOR THIS AGREEMENT IS THE EARLIER OF THE FOLLOWING: A) THE DATE OF ANY APPLICABLE SUBSCRIPTION YOU HAVE PLACED WITH LICENSOR, OR B) THE FIRST DAY YOU CREATE AN ACCOUNT OR ACCESS, DOWNLOAD, INSTALL, OR USE THE SOFTWARE. UNLESS OTHERWISE EXPRESSLY SET FORTH IN THE APPLICABLE SUBSCRIPTION, YOUR SUBSCRIPTION WITH RESPECT TO THE SOFTWARE MAY NOT BE CANCELLED ONCE THIS AGREEMENT HAS BEEN ACCEPTED, AND NO REFUNDS WILL BE GRANTED.

Background

Licensor is the owner of the Software.

You wish to obtain a license to use the Software, including for the use of your employee end users, and Licensor wishes to allow you and your end users to use the Software, in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual rights, obligations and premises hereunder and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties agree as follows:

1. License

Subject to the terms and conditions of this Agreement, Licensor hereby grants to you and your End Users (as defined in Section 4) a personal, non-exclusive, non-transferable, revocable, limited license during the term of this Agreement (the "License") to use the Software, solely in accordance with user manuals and technical manuals applicable to the Software, for the Purpose. The Software will provide the ability for the you to access integrated and automated mortgage document collection, management, and processing, and key underwriting data reporting services, subject to the limitations set out in this Agreement (the "Purpose").

2. Changes

Licensor reserves the right to change this Agreement at any time, and the changes will be effective when posted on our website for the Software or when we notify you by other means. We may also change or discontinue the Software, in whole or in part. Your continued use of the Software indicates your agreement to the changes. If the modified terms are not acceptable to you, your only recourse is to cease using the Software.

3. Payment

You agree to pay for your access to the Software, and any associated services, on the terms and at the rates specified in any applicable subscription or order that you may place with Licensor, and associated invoice. Except as otherwise expressly set forth in the applicable order, all fees are non-refundable. You understand and acknowledge that non-payment of any fees owed hereunder shall result in suspension of access to the Software until such payment is made in full and received by Licensor. Unless otherwise expressly set forth in the applicable order, fees associated with the Software may be adjusted by Licensor during or prior to the commencement of any relevant subscription period. All fees are exclusive of taxes, and you are responsible for the payment of all sales, use and similar taxes arising from or relating to the Software.

4. No Sale

You acknowledge and agree that nothing in this Agreement constitutes a sale of the Software to you, and further that this Agreement does not convey to you, any End User or any other third party, any ownership right, interest or title in or to the Software, or to any Intellectual Property Rights therein, other than those expressly set out in this Agreement. In this Agreement, "Intellectual Property Rights" means any and all (i) proprietary rights provided under patent law, copyright law, trade-mark law, design patent or industrial design law, semi-conductor chip or mask work law, or any other applicable statutory provision or otherwise arising at law or in equity anywhere in the world, including, without limitation, trade secret law, that may provide a right in works, software, source code, object code, marks, ideas, formulae, algorithms, concepts, methodologies, techniques, inventions, or know-how, or the expression or use thereof, (ii) applications, registrations, licenses, sublicenses, agreements, or any other evidence of a right in any of the foregoing, and (iii) past, present, and future causes of action, rights of recovery, and claims for damage, accounting for profits, royalties, or other relief relating, referring, or pertaining to any of the foregoing.

5. End User Access to Software

You may permit access to the Software only by your authorized employee end users ("End Users"), who are acting solely for the benefit of and on behalf of you. This access is limited to access for your normal business purposes only. You and your End Users are responsible for complying with the terms and conditions of this Agreement. You shall be responsible for ensuring that End Users diligently maintain any user IDs or similar user credentials that apply to their access to the Software in confidence and do not disclose them to any third party. You shall be fully liable for any use or misuse of your associated user IDs and for all actions taken in the Software under your associated user IDs. You shall notify Licensor immediately of any unauthorized use of your associated user IDs or any other breach of security with respect to the Software.

6. Acceptable Use

In using the Software, you will:

• be responsible for your and your End Users' compliance with this Agreement;
• use commercially reasonable efforts to prevent unauthorized access to or use of the Software, and notify Licensor promptly of any such unauthorized access or use;
• use the Software only in accordance with all applicable laws and regulations, including all applicable local, provincial, state, national and foreign laws, treaties and regulations as well as orders of courts or laws, regulations, by-laws or ordinances of applicable governmental agencies (collectively, "Applicable Laws"); and
• immediately notify Licensor any time you become aware of any violation, by any person, of this Agreement and provide Licensor with assistance, as requested, to stop or remedy such violation.

You acknowledge that the Software is designed to support typical information management use cases such as document management, case management, and contract management, and that certain restrictions may apply to the usage of the Software. Licensor has the right to restrict the usage of the Software if your use results in significant exceedance of applicable restrictions. In addition, Licensor shall have the right to prevent your or any End User's access to the Software if your or any End User's actions pose a material security risk to, or may otherwise materially damage or harm, the Software or the underlying infrastructure, or if you or an End User burdens or uses the Software for a purpose prohibited by this Agreement, Applicable Law, or in such a manner that jeopardize the provision of the Software to other users. Licensor shall have the right to suspend the Software if Licensor has not received full and timely payment for your use of the Software.

7. Restrictions on Use

In using the Software, you will not, and you will also not permit any End User or other person to, directly or indirectly:

• make the Software available to anyone, or permit anyone to access the Software or any features of functionality of the Software, other than End Users licensed hereunder, and, unless otherwise expressly permitted by written agreement with Licensor, you will not license, sublicense, sell, resell, publish, republish, transfer, assign, distribute, rent, lease, time-share, copy or otherwise commercially exploit the Software;
• use the Software in any manner or for any purpose not permitted by the License, including purposes other than the Purpose, that contravenes, facilitates the violation of, or violates any Applicable Law;
• use the Software to post, upload, reproduce, distribute or otherwise transmit unauthorized or unsolicited commercial e-mail, junk or bulk e-mail, chain letters or other "spam", any Malicious Code, or defamatory, infringing, indecent or unlawful materials;
• alter, modify, reverse engineer, decompile, or disassemble, translate or otherwise attempt to extract the source code from the Software or any part thereof;
• make or install copies of the Software in excess of the maximum number permitted hereunder;
• disable or circumvent any access control or related process or procedure established with respect to the Software;
• remove any copyright or other proprietary or Intellectual Property Rights notices on the Software;
• scan or probe another computer system, obstruct or bypass computer identification procedures;
• access the Software for purposes of competitive analysis, building a competitive product, or copying features or graphics;
• forge headers or otherwise manipulate any protocols or identifiers to disguise the origin of any data transmitted.

8. Termination

This Agreement, and the License granted under this Agreement, may be terminated or suspended by Licensor immediately and without notice if you fail to comply with any terms of this Agreement. Either party may terminate this Agreement upon providing 30 days written notice to the other party. Upon termination, you and your End Users must immediately cease using the Software. Any termination of this Agreement shall not affect Licensor's rights hereunder.

9. Proprietary Rights

Software and Related Content

All right, title and interest (including all Intellectual Property Rights) in and to the Software is and will at all times be fully vested in Licensor. You acknowledge that the Software is licensed and not sold, and that you do not acquire any ownership interest in the Software under this Agreement.

Customer Feedback

From time to time during the term of this Agreement, you or your End Users may provide Licensor with comments, suggestions, ideas and impressions of the Software (collectively, "Feedback"). You acknowledge and agree that, by disclosing such Feedback to Licensor, you will be deemed to have assigned same to Licensor and waived any moral rights in or to same.

Your Data

Licensor does not claim ownership of, and assumes no responsibility with respect to, any information, materials, or data entered or inputted into the Software by or on behalf of you or your End Users (collectively, "Your Data"). All right, title and interest (including Intellectual Property Rights) in and to Your Data will at all times be fully vested in you. Notwithstanding the foregoing, you agree that Licensor may use Your Data for purposes related to any use of the Software by you, including improving performance and verifying compliance.

Aggregated Data

You agree that Licensor may collect and use anonymized and aggregated data derived from Your Data for purposes such as building machine learning for automatic classification of data in order to improve the Software and Licensor products and services.

Privacy

You acknowledge and agree that Your Data may contain personal information. Any Licensor processing of personal information will be done in accordance with Licensor's then-current Privacy Policy. You acknowledge and agree that your use of the Software may utilize third party cloud services (e.g. AWS, Microsoft Azure, Google), and transmissions may be stored or routed through jurisdictions outside of Canada or the United States.

10. No Warranties

The Software is provided on an "as-is" and "as-available" basis, and the conditions, representations and warranties expressly set out herein are in lieu of, and Licensor expressly disclaims, all conditions, warranties and representations, express, implied or statutory, including implied conditions, warranties or representations in respect of quality, conduct, performance, reliability, availability, merchantability or fitness for a particular purpose, whether arising by usage of trade, by course of dealing, by course of performance, at law, in equity, by statute or otherwise howsoever, to the maximum extent permitted by Applicable Law.

11. Liability and Indemnity

Exclusion and Limit of Liability

Licensor is not liable to you for any indirect, incidental, special or consequential Claims of any kind whatsoever and however caused, whether arising under contract, tort (including negligence) or otherwise, including (without limitation) loss of production, loss of or corruption to data, loss of profits or of contracts, loss of business, loss of management or operation time and loss of goodwill or anticipated savings, even if Licensor has been notified of the possibility thereof or could have foreseen such Claim.

Licensor's aggregate liability for direct damages in respect of this Agreement will be limited to the amount of fees paid by you to the Licensor for the month preceding the Claim.

Indemnity

12. General Limitations

You acknowledge and agree that your and your End Users' use of the Software will utilize, in whole or in part, third party networks to transmit communications, which transmissions may be intercepted by other parties or stored, cached, routed, transmitted or received in any jurisdiction, and Licensor cannot guarantee any minimum level regarding actual performance, speed, reliability, availability, use or consistency based on factors depending on the Internet.

13. Third Party Material

You acknowledge that certain components and/or features of the Software are provided to Licensor by a third party under license to Licensor, and are made available to you as part of the Software on a "pass-through" basis. These components may be subject to warranties, licenses, or other terms offered by the relevant third party. Third party provided components or features will not be subject to any warranty offered by Licensor. In addition, the Software may contain links to third-party content; Licensor does not have control over nor any responsibility for such third-party content.

14. General

Assignments

This Agreement, and any rights and licenses granted hereunder (including the License) may not be assigned by you without the prior written approval of Licensor but may be assigned without your consent by Licensor. Any purported assignment in violation of this section shall be void.

Audit

Upon Licensor's prior written request, you shall provide Licensor with a signed certification verifying that the Software has been and is being used in compliance with the provisions of this Agreement. Licensor may perform an audit of your compliance with the provisions of this Agreement.

Publicity

Licensor shall have the right to use and display its relationship with you in its marketing and sales promotions activities by using your name and logo on its website and in customer listings, during the term of the Agreement.

Entire Agreement

Unless the parties have otherwise agreed in a separate, signed agreement between them, this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.

Non-Waiver

None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Licensor, and such waiver may only be effected by an instrument in writing signed by an authorized officer of Licensor.

Notices

Any notice, consent, waiver, approval, authorization or other communication to be delivered in connection with this Agreement must be in writing.

Export Regulation

The Software may be subject to Canadian export control laws. You shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law.

Jurisdiction and Governing Law

This Agreement is governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from, or relating to this Agreement shall be instituted in the courts of the Province of Alberta, and each Party irrevocably submits to the exclusive jurisdiction of such courts.

Severability

If any of the provisions of this Agreement or any part thereof shall be or held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions or parts thereof, and the rights and obligations of the parties shall be construed and enforced accordingly.