HANDLED Software-as-a-service agreement

This Agreement was last updated on March 4, 2026.

This Handled Software-as-a-Service Agreement ("Software-As-A-Service Agreement", together with any Order Forms, attachments and exhibits, collectively the "Agreement") forms an agreement between the customer (such customer, the "Customer") accessing, downloading, installing or otherwise using the Handled Offering and Handled Legal Technology Corp. ("Handled"), the supplier of the Handled Offering. This Agreement is entered into on the earlier of the date Customer first uses any part of the Handled Offering and the date Customer agrees to be bound by this Agreement (the "Effective Date"). Handled and Customer will be referred to together as the "Parties" and each a "Party".

This Agreement sets forth the terms and conditions that govern the provision and use of the Handled Offering.

BY USING THE HANDLED OFFERING (INCLUDING THE WEBSITE), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 15(k). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE HANDLED OFFERING. CUSTOMER REPRESENTS AND WARRANTS TO HANDLED THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE HANDLED OFFERING ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO HANDLED THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

1. Definitions

"Administrator User Account" means the administrator account for use by an Administrator User.
"Administrator User(s)" means those employees of Customer that are authorized by Customer to create Customer User Accounts on Customer's behalf through an Administrator User Account.
"Affiliate" means, with respect to a Party, any corporation or other legal entity which is directly or indirectly controlling or controlled by, or under common control with that Party. As used in this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity.
"Anonymous Data" means data derived from Customer Data that is non-identifiable as to any individual or to the Customer, or the Customer's clients, and otherwise does not constitute "personal information," "personal data" or equivalent term under Privacy Laws.
"Applicable Law" means applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any Governmental or Regulatory Authority.
"Claim" means any actual, threatened or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding or any other claim or demand.
"Confidential Information" has the meaning set out in section 10(a) of this Agreement.
"Customer Data" means all data, information, content, records, and files transferred by Customer, its permitted agents or any of its Permitted Users to Handled in connection with provision of the Handled Offering, including Customer Personal Information, but does not include Anonymous Data or Usage Data.
"Customer Personal Information" means Customer Data that is Personal Information.
"Customer User Accounts" means:
1. each user account created by an Administrator User for individuals that are permitted by Customer to access and use the Handled Offering; and
2. Administrator User Accounts.
"Data Processing Addendum" means the data and security addendum attached as Exhibit B hereto.
"Documentation" means Handled's manuals, instructions or other documents or materials listed in an Order Form that Handled provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the Handled Offering, including any aspect of the installation, configuration, integration, operation, use, support or maintenance of them.
"Governmental or Regulatory Authority" means any national, provincial, state, county, municipal, quasi-governmental, or self-regulatory department, authority, organization, agency, commission, board, tribunal, regulatory authority, dispute settlement panel or body, bureau, official, minister, Crown corporation, court or other law, rule or regulation-making entity having or purporting to have jurisdiction over any person or matter related to this Agreement.
"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
"Loss" or "Losses" means any and all losses, damages, Claims, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
"Modifications" means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations.
"Order Form" means any Handled-provided ordering document, online registration, order description or order confirmation referencing this Software-as-a-Service Agreement.
"Permitted User(s)" means individuals with an active Customer User Account.
"Personal Information" has the meaning set out in the Data Processing Addendum.
"Privacy Laws" has the meaning set out in the Data Processing Addendum.
"Process" has the meaning set out in the Data Processing Addendum.
"Professional Services" means the consulting, training and other professional services described in an Order Form.
"Handled Downloadable Applications" means:
1. the Handled App for Android;
2. the Handled App for iOS;
3. any other Handled software component installed on Customer Systems in order to access the Handled SaaS Services, Professional Services or Support Services, as described in an Order Form; and
4. any component or Modification of the software referred to in (i) to (iii).
"Handled Offering" means the Handled SaaS Services and the Handled Downloadable Applications, and any part of them. Handled Offering does not include Third Party Products.
"Handled SaaS Services" means the services through:
1. which Handled hosts and makes available Handled's integrated mass tort intelligence platform as described in an Order Form; and
2. any component or Modification of the services referred to in (i).
The term "Handled SaaS Services" does not include Professional Services and Support Services.
"Term" means the Initial Term and any Renewal Term.
"Third Party Products" means third party products that are licensed under separate license terms and not under this Agreement.
"Usage Data" means information and other data that is collected or generated by Handled related to how individual users interact with the Handled Offering, including frequency and duration of usage, specific features or functions accessed, user preferences and patterns of behavior. Usage Data does not include any Customer Personal Information.
"Website" means any websites used by Handled to provide the Handled Offering, including the website(s) located at https://handled.co/, https://app.handled.co/

2. The Handled Offering

Provisioning of the Handled SaaS Services. Subject to Customer's and its Permitted Users' compliance with the terms and conditions of this Agreement, Handled will make the Handled SaaS Services available to Customer on the terms and conditions set out in this Agreement during the Term.
Restrictions on Use. Customer will not, and will not permit others to do or attempt to do any of the following:
1. sub-license, sell, rent, lend, lease or distribute the Handled Offering or any Intellectual Property Rights therein, or otherwise make the Handled Offering available to any third parties other than its Permitted Users in accordance with this Agreement;
2. use, download or access the Handled Offering:
  1. in violation of any Applicable Law or Intellectual Property Rights;
  2. in a manner that threatens the security or functionality of the Handled Offering; or
  3. for any purpose or in any manner not expressly permitted in this Agreement;
3. use, download or access the Handled Offering to create, transmit, or Process any Customer Data that:
  1. Customer does not have the lawful right to create, transmit or Process;
  2. violates any Applicable Law, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); or
4. input, upload, transmit or otherwise provide to or through the Handled Offering any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
5. copy or modify the Handled Offering;
6. reverse engineer, de-compile or disassemble the Handled Offering or any part of it;
7. use, download or access the Handled Offering for purposes of benchmarking or competitive analysis of the Handled Offering;
8. use, download or access the Handled Offering for the purpose of building a similar or competitive product or service;
9. remove or obscure any proprietary notices or labels on the Handled Offering, including brand, copyright, trademark and patent or patent pending notices; or
10. perform any vulnerability, penetration or similar testing of the Handled Offering.
Permitted Purpose. Customer may access and use the Handled Offering solely for Customer's internal purposes.
Suspension of Access; Scheduled Downtime; Modifications. Handled may from time to time and in its discretion, without limiting any of its other rights or remedies under this Agreement, or at law or in equity:
1. suspend Customer's access to or use of the Handled Offering or any component of it:
  1. for scheduled maintenance;
  2. due to a Force Majeure Event;
  3. if Handled believes in good faith that Customer or any of its Permitted Users has violated any provision of this Agreement;
  4. to address any emergency security concerns;
  5. if required to do so by a Governmental or Regulatory Authority or as a result of a change in Applicable Law; or
  6. for any other reason as provided in this Agreement; and
2. make any Modifications to the Handled Offering.

Customer accepts all patches, bug fixes and updates made by or on behalf of Handled to the Handled SaaS Services.

Subcontracting. Subject to the terms of the Data Processing Addendum, Handled may engage third parties to provide the Handled Offering or any part of it. The delegating or subcontracting of all or any part of Handled's obligations under this Agreement to any subcontractor will not relieve Handled from any obligation or liability under this Agreement.
Handled Downloadable Applications. Use of the Handled SaaS Services and delivery of the Professional Services and Support Services may require Handled Downloadable Applications to be run directly on Customer's systems ("Customer Systems"). As a result, Handled Downloadable Applications may automatically download and install updates and upgrades from time to time from Handled. These updates are designed to improve, enhance and further develop the Handled SaaS Services, Professional Services and Support Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. Customer consents to the installation of Handled Downloadable Applications, including updates and upgrades (and authorizes Handled to deliver these to Customer) as part of Customer's use of the Handled SaaS Services or receipt of Professional Services and Support Services. Customer acknowledges that Handled Downloadable Applications causes Customer Systems to communicate with Handled for the purposes described above. Notifications will be made in advance of any upcoming significant releases, maintenance or other event that may affect the Handled SaaS Services, Professional Services or Support Services. Some emergency updates may be communicated after they are delivered. Customer, at its sole expense, agrees to provide compatible Customer Systems for Handled Downloadable Applications during the Term.
Third Party Products. If Customer uses or accesses Third Party Products in connection with its use of the Handled Offering, Customer acknowledges and agrees that any terms, conditions, warranties or representations associated with such Third Party Products are solely between Customer and the applicable Third Party Product provider. Handled will have no liability, obligation or responsibility for Customer's use of or access to such Third Party Products.
Professional Services. Handled will perform the Professional Services set out in an applicable Order Form.

3. Reservation of Rights and License Grants

Subject to the rights granted in this Section 3 and the Data Processing Addendum, Customer retains all right, title and interest in and to Customer Data, including any Intellectual Property Rights in Customer Data.
Customer grants Handled a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up license during the Term to Process Customer Data to: (i) provide, maintain and support the Handled Offering and perform its obligations under this Agreement; (ii) with the exception of Customer Personal Information, develop and improve the Handled Offering and other Handled Property and new offerings; and (iii) produce or generate Usage Data and Anonymous Data. Handled may Process the Anonymous Data and Usage Data for any purpose and without restriction or obligation to Customer of any kind. Anonymous Data and Usage Data are not Customer Data and are not Customer's Confidential Information.
Handled or its licensors retain all right, title and interest, including any Intellectual Property Rights in and to:
1. the Handled Offering;
2. Anonymous Data;
3. Usage Data;
4. any reports or deliverables generated from the Handled Offering;
5. Handled's Confidential Information;
6. Documentation; and
7. any Modifications to the foregoing (i) to (vi)

(collectively, "Handled Property").

To the extent that Customer or any of its Permitted Users submit ideas, suggestions, documents, or proposals regarding the Handled Offering to Handled ("Feedback"), Customer acknowledges and agrees that:
1. the Feedback does not contain confidential or proprietary information and Handled is not under any obligation of confidentiality with respect to the Feedback; and
2. Handled will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to Customer for such use.
Subject to the terms and conditions of this Agreement, Handled hereby grants to Customer a revocable, non-exclusive, non-transferable, non-sub-licensable (other than to Permitted Users as provided herein), limited license during the Term to use the Documentation, reports or deliverables solely for the purpose of use and receipt of the Handled Offering.

4. Customer Data Protection

The Parties will comply with their respective obligations in the Data Processing Addendum attached as Exhibit B.

5. Customer User Account; Responsibility for Permitted Users

In order for Customer to access and use the Handled Offering, Handled will issue one or more Administrator User Accounts to Customer that provides the Administrator User with the capability to create user accounts for Permitted Users on Customer's behalf.
Customer is responsible for identifying and authenticating all its Permitted Users and for ensuring only Permitted Users access and use the Handled Offering. Customer will promptly notify Handled of any actual or suspected unauthorized use of the Handled Offering. Handled reserves the right to deactivate or replace a Customer User Account if it determines that a Customer User Account may have been used for an unauthorized purpose.
Customer will ensure that all non-employee Permitted Users are contractually bound to Handled's end user terms and conditions of use, which are available at https://handled.co/terms/.
Customer will be responsible for the compliance by its Permitted Users with this Agreement, all fees and charges incurred by its Permitted Users in connection with access to and use of the Handled Offering, and any and all activity occurring under the Customer User Accounts associated with its Permitted Users, including access to and use of the Handled Offering.

6. Support Services

Customer will generally have access to Handled's technical support: (i) from 9:00 am to 4:30 pm PST each Monday to Friday (excluding statutory and civic holidays observed in Vancouver, British Columbia, Canada); and (ii) via email at support@handled.co ("Support Services"). Handled may amend the Support Services from time to time in its sole discretion.

7. Access Through Handled App for iOS

If any part of the Handled Offering, Professional Services or Support Services are provided to Customer through the Handled App for iOS, the terms and conditions set out in Exhibit A will govern, in addition to all the other terms and conditions of this Agreement.

8. Access Through Handled App for Android

If any part of the Handled Offering, Professional Services or Support Services are provided to Customer through the Handled App for Android, the terms and conditions set out in Exhibit A will govern, in addition to all the other terms and conditions of this Agreement.

9. Fees and Payment

Fees. Customer will pay to Handled the fees described in the Order Forms (the "Fees"). Unless otherwise noted on an Order Form: (i) all Fees identified are in US dollars; (ii) Fees are non-cancelable and non-refundable; and (iii) quantities purchased cannot be decreased during the relevant subscription term.
Changes to the Fees. Handled reserves the right to change the Fees and institute new charges on each anniversary of the Effective Date upon providing not less than 30 days prior notice to Customer.
Invoicing. Handled will prepare and send to Customer, at the then-current contact information on file with Handled, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts within 30 calendar days of the invoice date.
Disputed Invoices or Charges. If Customer believes Handled has charged or invoiced Customer incorrectly, Customer must contact Handled no later than 30 days after having been charged by Handled or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
Late Payment. Except as provided in Section 9(d), Customer may not withhold or setoff any amounts due under this Agreement. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. If Customer has not paid all due and undisputed Fees within 10 days of the date that such Fees become due, Handled reserves the right to suspend Customer's access to the Handled Offering and any delivery of Professional Services and Support Services until all due and undisputed amounts are paid in full.
Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including any applicable interest and penalties) payable in connection with the transactions contemplated by this Agreement, other than taxes based on the net income or profits of Handled.
Suspension. Any suspension of the Handled Offering by Handled pursuant to this Agreement will not excuse Customer from its obligation to make payments under this Agreement.

10. Confidential Information

Definitions. For the purposes of this Agreement, a Party or any of its Affiliates, customers, employees, licensors or suppliers receiving Confidential Information will be "Recipient", the Party disclosing such information will be "Discloser" and "Confidential Information" of Discloser means any and all information of Discloser or any of its Affiliates, and in the case of Handled, any of its subcontractors, service providers, licensors or customers that has or will come into the possession or knowledge of Recipient in connection with or as a result of entering into this Agreement, including information concerning Discloser's past, present or future customers, suppliers, technology or business, Handled Property, this Agreement and where Discloser is Customer, Customer's Confidential Information includes Customer Data. Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does not include any information that: (i) is publicly available prior to it being obtained by or becoming known to Recipient, or that subsequently becomes publicly available through no breach of this Agreement by Recipient; (ii) Recipient can demonstrate (through written records) was known to it prior to it being obtained by or becoming known to Recipient in connection with or as a result of entering into this Agreement; (iii) becomes known to Recipient from a third party, where Recipient had no reason to believe that such third party had any obligation of confidence with respect to such information, but only until Recipient subsequently comes to have reason to believe that such information was subject to an obligation of confidence; (iv) Recipient can demonstrate (through written records) was developed independently by it or by individuals employed or engaged by Recipient who did not have any access to, or the benefit of, the Confidential Information of Discloser; or (v) constitutes Anonymous Data.
Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times following the Term it will:
1. not disclose Confidential Information of Discloser to any person without the express written consent of Discloser, except: (A) if Recipient is Customer, to its own employees, Permitted Users, or such other recipients as Handled may approve in writing; or (B) if Recipient is Handled, to its and its Affiliate's employees, contractors, subcontractors, advisors, consultants, officers, directors, partners, shareholders, agents and their respective successors or permitted assigns, or such other recipients as Customer may approve in writing, provided that any person described in Section 10(b)(i)(A) or Section 10(b)(i)(B) must have a "need to know" for the purposes of receiving or providing the Handled Offering or otherwise performing obligations or exercising rights under this Agreement, be informed of the confidential nature of the Confidential Information, be directed to hold the Confidential Information in confidence and agree in writing, or otherwise be legally bound, to comply with confidentiality obligations in respect of such Confidential Information that are no less stringent than the provisions of this Agreement;
2. not use Confidential Information of Discloser or permit it to be used for any purpose except to exercise its rights or perform its obligations under this Agreement;
3. not alter or remove from any Confidential Information of Discloser any proprietary legend; and
4. take measures to protect the confidentiality and security of the Confidential Information of Discloser that are no less stringent than the measures it takes to protect its own Confidential Information of comparable sensitivity.
Exceptions to Confidentiality. Notwithstanding Section 10(b), Recipient may disclose Discloser's Confidential Information:
1. if and to the extent legally compelled or required by a Governmental or Regulatory Authority or otherwise required by Applicable Law, provided that Recipient must first: (A) provide Discloser with prompt prior written notice of such compelled disclosure (except where prohibited by Applicable Law from doing so) to give Discloser the opportunity to oppose such disclosure; and (B) reasonably cooperate with Discloser in assisting Discloser to protect against or limit any such disclosure, including, where feasible, obtaining a protective order narrowing the scope of such disclosure and use of the Confidential Information. Thereafter, Recipient may disclose the Confidential Information of Discloser, but only to the extent required and subject to any protective order that applies to such disclosure;
2. to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party's business; or
3. in the case of Handled, to potential assignees, acquirers or successors of Handled if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Handled.
Injunction and other equitable relief. Each of the Parties acknowledge that disclosure of Discloser's Confidential Information or any other breach of this Section 10 may cause serious and irreparable damage and harm to Discloser and that remedies at law may be inadequate to protect against breach of this Agreement, and each Party agrees that Discloser may seek injunctive relief for any breach of the provisions of this Section 10 and to the specific enforcement of the terms of this Section 10, in addition to any other remedy to which Discloser would be entitled.
Return of Confidential Information. Upon written request by a Discloser or upon the termination or expiration of this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (excluding any Customer Data which is addressed at Section 14(c)) of the other Party in its possession or control within a reasonable amount of time in accordance with Recipient's data destruction practices. Notwithstanding the foregoing, Handled may retain any electronically archived Customer's Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Section 10. Upon written request of Discloser, Recipient will certify in writing that it has complied with this Section 10.

11. Customer Warranty; Disclaimer

Customer Warranty. Customer represents, warrants, and covenants to Handled that Customer has obtained and provided, and will continue to obtain and provide, all necessary consents, rights and notices, and otherwise has and will continue to have all necessary authority in and relating to the Customer Data (including Customer Personal Information) for Handled to perform its obligations and exercise its rights under this Agreement in compliance with Applicable Law, and without infringing, misappropriating or otherwise violating any Intellectual Property Rights or other rights of any third party, and will inform Handled immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon.
DISCLAIMER. HANDLED DOES NOT WARRANT THAT THE HANDLED OFFERING, PROFESSIONAL SERVICES OR SUPPORT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE HANDLED OFFERING, PROFESSIONAL SERVICES OR SUPPORT SERVICES EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. THE HANDLED OFFERING, PROFESSIONAL SERVICES OR SUPPORT SERVICES (OR ANY PART OF THEM), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY HANDLED TO CUSTOMER ARE PROVIDED "AS IS" AND "AS AVAILABLE". ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY PRODUCT IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY PRODUCT PROVIDER.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, HANDLED HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, HANDLED EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER'S USE OF THE HANDLED OFFERING, PROFESSIONAL SERVICES OR SUPPORT SERVICES (OR ANY PART OF THEM), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ARE RAPIDLY EVOLVING FIELDS OF STUDY. GIVEN THE PROBABILISTIC NATURE OF GENERATIVE ARTIFICIAL INTELLIGENCE, USE OF ANY OF HANDLED PROPERTY MAY IN SOME SITUATIONS RESULT IN INCORRECT OUTPUT THAT DOES NOT ACCURATELY REFLECT REAL PEOPLE, PLACES, OR FACTS. CUSTOMER WILL EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR ITS USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT AND CONTENT. DUE TO THE NATURE OF GENERATIVE ARTIFICIAL INTELLIGENCE, OUTPUT MAY NOT BE UNIQUE ACROSS USERS AND THE HANDLED OFFERING OR ANY OTHER OF HANDLED PROPERTY MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR CUSTOMER OR A THIRD PARTY. OTHER CUSTOMERS MAY ALSO ASK SIMILAR QUESTIONS AND RECEIVE THE SAME RESPONSE. RESPONSES THAT ARE REQUESTED BY AND GENERATED FOR OTHER USERS ARE NOT CONSIDERED CUSTOMER'S CONTENT.

12. Indemnities

Handled Indemnity.
1. Handled will indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents (each, a "Customer Indemnitee") from and against any and all Losses incurred by a Customer Indemnitee arising out of or relating to any Claims by a third party (other than an Affiliate of a Customer Indemnitee) that arise from or relate to any allegation that the Handled Offering infringes any third party Intellectual Property Rights. The foregoing obligation does not apply to any Claims or Losses arising out of or relating to any: (A) incorporation of the Handled Offering into, or any combination, operation, or use of the Handled Offering with, any products or services not provided or authorized by Handled; (B) modification of the Handled Offering other than by Handled or with Handled's express written approval; (C) unauthorized use of the Handled Offering; or (D) Losses covered by the Customer's indemnity obligations in Section 12(b). THIS SECTION 12(a) IS HANDLED'S SOLE AND EXCLUSIVE LIABILITY, AND ANY CUSTOMER INDEMNITEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
2. If the Handled Offering is, or in Handled's opinion is likely to be, claimed to infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights, or if Customer's use of the Handled Offering is enjoined or threatened to be enjoined, Handled may, at its option and sole cost and expense:
  1. obtain the right for Customer to continue to use the Handled Offering materially as contemplated by this Agreement;
  2. modify or replace the Handled Offering, in whole or in part, to seek to make the Handled Offering (as so modified or replaced) non-infringing, in which case such modifications or replacements will constitute the Handled Offering under this Agreement; or
  3. if Handled determines that neither of the foregoing two options are reasonably available, then this Agreement may be terminated by Handled and Handled's sole liability, in addition to the indemnification obligations herein, will be to refund prepaid unused Fees attributable to the Handled Offering that were to be provided after the effective date of termination.
THE FOREGOING IS IN LIEU OF ANY REPRESENTATION, COVENANTS OR WARRANTIES OF NONINFRINGEMENT, WHICH ARE DISCLAIMED.

Customer Indemnity. Customer will defend, indemnify and hold harmless Handled, its Affiliates, subsidiaries and each of their respective directors, officers, employees, subcontractors and other representatives (each, a "Handled Indemnitee") from and against any and all Losses incurred by a Handled Indemnitee arising out of or relating to any Claim by a third party (other than an Affiliate of a Handled Indemnitee) that arise from or relate to: (i) Customer Data; or (ii) unauthorized use of the Handled Offering by Customer or any of its Permitted Users.
Indemnification Procedure. Each Party will promptly notify the other Party in writing of any Claim for which such Party believes it is entitled to be indemnified pursuant to this Section 12. The Party seeking indemnification (the "Indemnitee") will cooperate with the other Party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such Claim (although the Indemnitor will not settle any Claim without the Indemnitee's prior written consent) and will employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this Section 12(c) will not relieve the Indemnitor of its indemnity obligations under this Section 12 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

13. Limitation of Liability

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY (INCLUDING ANY PREVIOUSLY PAID LOSSES) OF HANDLED IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE HANDLED OFFERING IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO THE LOSSES.FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL HANDLED'S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL HANDLED BE LIABLE TO CUSTOMER OR ANY OF ITS PERMITTED USERS FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

14. Term and Termination

Term. This Agreement will commence on the Effective Date and continue to be in effect for a period of one year (the "Initial Term"), unless terminated earlier in accordance with this Agreement. This Agreement will automatically renew for successive periods of one year (each a "Renewal Term"), unless either Party provides the other Party with written notice of its intention not to renew not less than 30 days prior to the end of the then current Term.
Termination for Cause. Either Party may terminate this Agreement, by giving to the other Party written notice of termination upon the occurrence of any of the following events:
1. the other Party breaches or defaults on any of the material terms or conditions of this Agreement (including Customer's payment obligations under Section 9) and fails to cure such breach or default within 30 days of receipt of written notice thereof; except that, in the event of any breach that is incapable of being cured, such termination will be effective immediately;
2. the other Party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or
3. any proceedings are instituted by or against the other Party under any insolvency laws or for reorganization, receivership or dissolution.
Effect of Termination. Upon the effective date of the expiration or termination of this Agreement (the "Termination Effective Date"):
1. Customer will immediately cease (and ensure that all its Permitted Users immediately cease) accessing or using the Handled Offering and uninstall the Handled Downloadable Applications from Customer Systems;
2. Customer will return any Handled Property in its possession and certify in writing to Handled that the Handled Property has been returned;
3. no new Order Forms may be agreed to or entered into by the Parties and all Order Forms will terminate; and
4. all Fees due and payable and any amounts due to Handled are immediately due and are to be immediately paid by Customer to Handled. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 2(b); Section 3 (Reservation of Rights and License Grants), Section 9 (Fees and Payment), Section 10 (Confidential Information), Section 11 (Customer Warranty; Disclaimer), Section 12 (Indemnities), Section 13 (Limitation of Liability), Section 15 (General Provisions), Section 14(c) (Effect of Termination) and this Section 14(d) (Survival).

15. General Provisions

Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to Handled, to the following address:

Address: Unit 100 - 111 E 5th Ave, Vancouver, BC V5T 4L1, Canada
Attention: Handled Legal Tech
Email: support@handled.co

and (ii) if to Customer, to the current postal or email address that Handled has on file with respect to Customer. Handled may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Handled current at all times during the Term.

Assignment. Customer will not assign or transfer this Agreement, or transfer or subcontract any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Handled. Any purported assignment or delegation by Customer to any third party in violation of this Section will be null and void. Handled may assign any of its rights, or delegate any of its obligations, under this Agreement to any third party without the consent of Customer. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.
Governing Law and Attornment. This Agreement and any Claim related thereto will be governed by and construed in accordance with the laws of the Province of British Columbia and the applicable federal laws of Canada, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Vancouver, British Columbia Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing, Handled may: (i) seek remedies to collect unpaid Fees from Customer; and (ii) seek remedies with respect to a violation of Handled's Intellectual Property Rights or Section 10 (Confidential Information), in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
Export Restrictions. Neither Customer nor any of its Permitted Users are listed under any Canadian economic sanctions law or regulation or owned or controlled by any such person. Customer will not allow access to the Handled Offering other than in accordance with the terms of this Agreement. Handled makes no representation or warranty that the Handled Offering may be exported without Customer first obtaining appropriate licenses or permits under Applicable Law, or that any such license or permit has been, will be, or can be obtained.
Construction. Except as otherwise provided in this Agreement, the Parties' rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms "include" and "including" mean, respectively, "include without limitation" and "including without limitation." The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms "consent" or "discretion", when used in respect of a Party in this Agreement, mean the right of such Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Party.
Force Majeure Event. Neither Party will be liable for delays caused by any event or circumstances beyond that Party's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems (other than those involving that Party's employees), Internet service failures or delays, cyberattacks, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party software or websites or changes in law preventing or limiting the provision of the Handled Offering or which would make the provision of the Handled Offering economically unviable ("Force Majeure Event"). This Section does not apply to any of Customer's obligations under Sections 9, (Fees and Payment). In the event of any failure or delay caused by a Force Majeure Event, the affected Party will give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
Further Assurances. Each Party will, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
Entire Agreement. This Agreement (including all Order Forms) constitutes the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions, and agreements between the Parties in connection with the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral. For clarity, any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer's procurement, invoicing, or vendor onboarding portal: (i) do not apply to the Handled Offering, Professional Services or Support Services; and (ii) do not override or form a part of this Agreement (including any Order Form).
Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. Notwithstanding the preceding sentence, Handled may unilaterally amend this agreement, in whole or in part (each, an "Amendment"), by giving Customer 30 days prior notice of such Amendment or posting notice of such Amendment on the Website. Unless otherwise indicated by Handled, any such Amendment will become effective 30 days after the date the notice of such Amendment is provided to Customer or is posted on the Website (whichever is the earlier).
Customer Lists. Handled may identify Customer by name and logo as a Handled customer on Handled's website and on other promotional materials. Any goodwill arising from the use of Customer's name and logo will inure to the benefit of Customer.
Order of Precedence. To the extent of a conflict between this Software-As-A-Service Agreement and any Order Forms, attachments or exhibits attached hereto:
1. with respect to the Processing of Personal Information, the Data Processing Addendum attached as Exhibit B will prevail;
2. in respect of Section 3 (Reservation of Rights and License Grants), Section 4 (Privacy), Section 10 (Confidential Information), Section 11 (Customer Warranty; Disclaimer), Section 12 (Indemnities), Section 13 (Limitation of Liability), Section 14(d) (Survival) and Section 15 (General Provisions, including this Section 15(m)), this Software-As-A-Service Agreement will prevail; and
3. for all other Sections, unless the Order Form expressly states that it modifies or varies this Software-As-A-Service Agreement, this Software-As-A-Service Agreement will prevail.
English Language. The Parties confirm that the essential stipulations of this Agreement reflect the mutual agreement of the Parties further to negotiation, and were not imposed by either Party, even when drawn up by one of the Parties. The Parties further confirm that it is the express wish of all Parties that this Agreement, all documents related to this Agreement and all communications between the Parties in the context of the performance of this Agreement be in English only. Les parties confirment que les stipulations essentielles de la présente entente reflètent le résultat de discussions libres de gré à gré et n'ont pas été imposées par l'une ou l'autre des parties, même lorsque rédigées par l'une des parties. Les parties confirment également que c'est la volonté expresse des parties que la présente entente, tout document s'y rattachant et toute communication entre les parties dans le cadre de l'exécution de cette entente soient uniquement en anglais.

Exhibit A

Handled App for iOS and Handled App for Android

1. Access Through Handled App for iOS

If Customer accesses or uses the Handled Offering, Professional Services or Support Services through the application Handled or its Affiliates made available for download from the Apple Inc. (Apple Inc. together with all of its affiliates, "Apple") application store (the "Handled App for iOS") the following terms and conditions apply to Customer in addition to all the other terms and conditions of this Agreement in respect of Customer's access to or use of the Handled Offering, Professional Services or Support Services through the Handled App for iOS:

the Parties acknowledge this Agreement is concluded between the Parties, and not with Apple and Apple is not responsible for the Handled Offering, Professional Services or Support Services and content thereof is governed by this Agreement;
notwithstanding anything to the contrary hereunder, Customer may use the Handled App for iOS only on an Apple device;
the Parties acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Handled Offering, Professional Services or Support Services (including the Handled App for iOS);
in the event of any failure of the Handled App for iOS to conform to any applicable warranty, Customer may notify Apple, and Apple will refund the purchase price for the Handled App for iOS (if any) to Customer. Except for the foregoing, to the maximum extent permitted by Applicable Law, Apple will have no other warranty obligation whatsoever with respect to the Handled Offering, Professional Services or Support Services (including the Handled App for iOS), and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by this Agreement;
any claim in connection with the Handled Offering, Professional Services or Support Services related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by this Agreement, and Apple is not responsible for such claim;
any third party claim that the Handled Offering, Professional Services or Support Services or Customer's possession and use of the Handled App for iOS infringes that third party's Intellectual Property Rights will be governed by this Agreement, and Apple will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim;
Customer represents and warrants that Customer is not: (i) located in any region that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" region; or (ii) listed on any U.S. Government list of prohibited or restricted parties;
Customer may contact Handled in writing regarding any notices, questions, complaints or claims with respect to the Handled Offering, Professional Services or Support Services (including Handled App for iOS) to the following address:

Address: Unit 100 - 111 E 5th Ave, Vancouver, BC V5T 4L1, Canada
Attention: Handled Legal Tech
Email: support@handled.co; and

Apple is a third party beneficiary to this Agreement and may enforce this Agreement against Customer.

2. Access Through Handled App for Android

If Customer is accessing or using the Handled Offering, Professional Services or Support Services through the application Handled or its Affiliates made available for download from the 'Google Play' application store made available by Google Inc. (Google Inc. together with all of its affiliates, "Google", such application the "Handled App for Android") the following terms and conditions apply to Customer in addition to all the other terms and conditions of this Agreement in respect of Customer's access to or use of the Handled Offering, Professional Services or Support Services through the Handled App for Android:

the Parties acknowledge that this Agreement is concluded between the Parties, and not with Google and Google is not responsible for the Handled Offering, Professional Services or Support Services and content thereof is governed by this Agreement;
the Parties acknowledge that Google has no obligation to furnish any maintenance or support services with respect to the Handled Offering, Professional Services or Support Services (including the Handled App for Android);
to the maximum extent permitted by Applicable Law, Google will have no warranty obligation whatsoever with respect to the Handled Offering, Professional Services or Support Services (including the Handled App for Android), and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by this Agreement;
any claim in connection with the Handled Offering, Professional Services or Support Services related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by this Agreement, and Google is not responsible for such claim;
any third party claim that the Handled Offering, Professional Services or Support Services or Customer's possession and use of the Handled App for Android infringes that third party's intellectual property rights will be governed by this Agreement, and Google will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim;
Customer may contact Handled in writing regarding any notices, questions, complaints or claims with respect to the Handled Offering, Professional Services or Support Services (including Handled App for Android) to the following address:

Address: Unit 100 - 111 E 5th Ave, Vancouver, BC V5T 4L1, Canada
Attention: Handled Legal Tech
Email: support@handled.co; and

Google is a third party beneficiary to this Agreement and may enforce this Agreement against Customer.

Exhibit B

DATA AND SECURITY ADDENDUM

This data and security addendum (this "Addendum") is made by and between Handled Legal Technology Corp. ("Service Provider") and ("Customer") and forms part of the Handled Software-as-a-Service Agreement (the "Agreement") executed by Service Provider and Customer for the provision of Service Provider's services as set out in the Agreement (the "Services").

In the event of any conflict or inconsistency between the Agreement and this Addendum, the terms and conditions of this Addendum will control. Except as modified herein, all terms and conditions of the Agreement will apply to this Addendum and remain in full force and effect.

1. Definitions

The following capitalized terms will have the following meanings. Any capitalized term that is not defined in this Section 1 or otherwise in this Addendum will have the meaning given to it in the Agreement.

1.1 "Anonymous Data" has the meaning set out in the Agreement.

1.2 "California Privacy Law" means, as applicable, the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and related regulations.

1.3 "Customer Data" has the meaning set out in the Agreement.

1.4 "Data Subject" means an identified or identifiable natural person under applicable Privacy Laws. In the context of Customer Personal Information subject to California Privacy Law, the term also includes an identified or identifiable household.

1.5 "Personal Information" means information about a Data Subject that is transferred by Customer or its permitted agents to Service Provider pursuant to the Agreement.

1.6 "Data Breach" means a breach of security leading to the loss of, unauthorized access to or unauthorized disclosure of Customer Data.

1.7 "Privacy Laws" means any law, statute, regulation, or other legally binding restriction governing the Processing of Personal Information, which may include, as applicable, U.S. State Privacy Laws.

1.8 "Process" means collection, use, modification, retrieval, disclosure, retention, storage, deletion or management.

1.9 "U.S. State Privacy Laws" means, as applicable, the California Privacy Law and other generally applicable, non-sectoral U.S. state privacy laws (and their regulations, if any) modeled on the California Privacy Law, as they become effective, such as: Virginia Consumer Data Protection Act; Colorado Privacy Act; Connecticut Act Concerning Personal Data Privacy and Online Monitoring; Utah Consumer Privacy Act; Texas Data Privacy and Security Act; Oregon Consumer Privacy Act; Florida Digital Bill of Rights; Montana Consumer Data Privacy Act; Iowa Consumer Privacy Act; Tennessee Information Protection Act; Indiana Consumer Data Protection Act; New Jersey Privacy Act; New Hampshire Privacy Act; Delaware Personal Data Privacy Act; Kentucky Consumer Data Protection Act; Nebraska Data Privacy Act; Minnesota Consumer Data Privacy Act, Maryland Online Data Privacy Act; and Rhode Island Data Transparency and Privacy Protection Act.

1.10 "Usage Data" has the meaning set out in the Agreement.

2. Data Processing and Security Responsibilities

2.1 Customer and Service Provider will each comply with Privacy Laws that apply to it in relation to any Personal Information Processed under the Agreement.

2.2 Customer represents and warrants that it:

has obtained and provided, and will continue to obtain and provide, all necessary consents and notices, and otherwise has and continues to have all necessary authority, to permit Service Provider to perform its obligations and exercise its rights in connection with the Processing of Customer Data under the Agreement, and will inform Service Provider immediately if any such consents or authority are withdrawn or can no longer be relied upon;
has ensured and will continue to ensure that all Customer Data Processed by Service Provider is accurate and up-to-date, and limited to what is necessary to enable Service Provider to perform its obligations and exercise its rights under the Agreement;
has not and will not provide Service Provider with access to "protected health information" for which Customer (or Customer's client) is subject to the U.S. Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA") without first either (i) deidentifying such information in compliance with the HIPAA deidentification standard, such that it no longer constitutes "protected health information" or (ii) entering into a "business associate agreement" with Service Provider within the meaning of HIPAA; and
has Processed and will continue to Process the Customer Personal Information in accordance with all applicable Privacy Laws.

2.3 In the course of Processing Customer Data on behalf of Customer, Service Provider will:

except as otherwise permitted herein, only Process Customer Data for the purpose of rendering the Services in accordance with the Agreement, and as otherwise instructed by Customer in writing from time to time or as required or permitted by applicable law;
not transfer or disclose any Customer Data to any third party except as (i) permitted under the Agreement (including as contemplated by Section 4 of this Addendum), (ii) otherwise authorized by the Customer in writing, or (iii) required under applicable law (in which case subsection c) below will apply);
where any transfer or disclosure of Customer Data is required by a Governmental or Regulatory Authority or applicable law, provide reasonable notice to Customer of such compelled disclosure (except where legally prohibited from providing such notice) so that Customer has an opportunity to take such steps as it desires to challenge or contest such disclosure or seek a protective order;
not "sell" Customer Personal Information within the meaning of U.S. State Privacy Laws, and not "share" Personal Information within the meaning of California Privacy Law;
to the extent California Privacy Law applies: (i) not retain, use or disclose Customer Personal Information outside of the direct business relationship between Service Provider and Customer within the meaning of California Privacy Law unless permitted by California Privacy Law; (ii) comply with any applicable restrictions under California Privacy Law on combining the Customer Personal Information that Service Provider receives from, or on behalf of, Customer with personal information that Service Provider receives from, or on behalf of, another person or persons, or that Service Provider collects from any interaction between it and a Data Subject; and (iii) otherwise comply with applicable provisions of California Privacy Law, including by providing the Customer Personal Information subject to California Privacy Law with the level of protection California Privacy Law requires, and promptly notify Customer if Service Provider determines that Service Provider can no longer comply with California Privacy Law;
except to the extent legally prohibited, promptly notify Customer in writing of any enquiry or complaint received from a Data Subject relating to the Data Subject's rights under Privacy Laws, and taking into account the nature of Service Provider's Processing of Customer Personal Information, provide reasonable assistance to enable Customer to respond to such enquiry or complaint in compliance with applicable Privacy Laws;
implement physical, technical and organizational security measures appropriate to the sensitivity of the Customer Data that are designed to protect Customer Data against loss, theft, damage and unauthorized or unlawful access, use, disclosure or destruction (the "Security Measures").
authorize access to Customer Data by its employees and agents only if (i) they need to have access to the Customer Data in connection with performing Service Provider's rights or obligations as set out in the Agreement, (ii) they have agreed in writing, or are otherwise legally bound, to protect the confidentiality and security of Customer Data;
be permitted to Process Usage Data and generate Anonymous Data. For the avoidance of doubt, the Processing of Usage Data and Anonymous Data will not be subject to the terms of this Addendum; and
notify Customer if Service Provider determines it can no longer meet its obligations under this Addendum.

3. Audit Rights

Service Provider will provide, and Customer agrees to accept, Service Provider's most current third-party certifications as may be relevant and available in respect of the Services. Service Provider will provide Customer (or its representatives) with access to reasonably requested information as necessary to demonstrate Service Provider's compliance with this Addendum. Without limiting the foregoing, Customer has the right, upon providing reasonable notice to Service Provider, to take reasonable and appropriate steps to ensure that Service Provider uses the Customer Personal Information in a manner consistent with the Customer's obligations under Privacy Laws and to stop and remediate any use of Customer Personal Information by Service Provider that is in violation of this Addendum.

4. Sub-processing

Customer acknowledges and agrees that Service Provider will use sub-processors (including Service Provider affiliates) to Process Customer Data. Service Provider will enter into a written agreement with each such sub-processor that imposes obligations on the sub-processor that are substantially similar to those imposed on Service Provider under this Addendum. Service Provider will remain responsible for any breaches of this Addendum that are caused by an act or omission of any of its sub-processors to the same extent as though caused by an act or omission of Service Provider.

5. Data Breach Response

Service Provider will notify Customer in writing without undue delay upon Service Provider becoming aware of a Data Breach. Service Provider will make commercially reasonable efforts to contain and remediate the Data Breach.

6. Return or Destruction

Upon the termination of the Agreement or at such earlier time as instructed by Customer in writing, Service Provider will delete (or, at Customer's written request, return) the Customer Data, subject to Service Provider's requirements to retain Customer Data in order to comply with its legal or regulatory obligations or as otherwise necessary in the context of any disputes or litigation. In such event, Service Provider will continue to protect the confidentiality of the Customer Data in accordance with applicable law.

7. Updates to this Addendum

In the event of material changes to applicable Privacy Laws, including, but not limited to, the amendment, revision or introduction of new laws, regulations, or other legally binding requirements to which either party is subject, the parties agree to revisit the terms of this Addendum, and negotiate any appropriate or necessary updates in good faith, including the addition, amendment, or replacement of any schedules.