Trulioo Services Agreement Last updated on: May 2023This Trulioo Services Agreement is entered into between Trulioo Information Services Inc., of #400 – 114 E. 4th Avenue, Vancouver, British Columbia, Canada, V5T 1G2, a company incorporated in Canada (“Trulioo“) and the customer specified in the applicable Order Form (“Customer“).By using the Services, Customer acknowledges and confirms that Customer has reviewed, understands and agrees to be bound by the terms set out in this Agreement. If Customer does not agree to the terms of this Agreement, then Customer must not access or use any of the Services.This Agreement is effective as of the Effective Date.1. Definitions. When used in this Agreement, capitalized terms shall have the corresponding meanings set out in Schedule A.2. Services. Upon execution of an Order Form, Trulioo will host and make the Services set out therein available to Customer as of an implementation date mutually agreed to by both parties. Customer may access and use the Services only for the Permitted Purpose and only in accordance with the terms and conditions of this Agreement.3. Additional Services. Upon execution of an Order Form Supplement, Trulioo will make the additional Services set out therein available to Customer. Customer may access and use the additional Services only for the Permitted Purpose and only in accordance with the terms and conditions of this Agreement. Each executed Order Form Supplement shall be an integral part of this Agreement.4. Documentation and SDK. Documentation and/or Trulioo SDK may be made available to Customer for the sole purpose of enabling Customer’s access to and use of the Services. The Documentation or Trulioo SDK may not be used for any other purpose. Trulioo SDK may be subject to separate licensing terms. Customer may abridge or condense the Documentation in connection with Customer’s authorized use of the Services or for internal instructional purposes, provided that the copyright to any derivative work shall belong to Trulioo (Customer hereby assigns, automatically upon creation, all rights in any derivative work to Trulioo) and Trulioo shall not be responsible for any errors or inaccuracies in Documentation created or caused by such abridgement or condensation. Customer shall reproduce with each such copy or work any trademark, copyright and other notices, or any other indicia of ownership contained in, or associated with, the Documentation. 5. Authorized Users. Subject to section 9, Customer may permit Authorized Users to utilize the Services on Customer’s behalf. Customer shall be fully responsible for the Authorized Users’ compliance with this Agreement in each such use.6. Affiliates. Customer’s Affiliates may use the Services in each case, by entering into an Order Form or Order Form Supplement, provided that: (i) each Affiliate is approved in writing by Trulioo; (ii) each applicable Affiliate agrees to be bound by the terms of this Agreement as if such Affiliate is an original party hereto; and (iii) Customer shall be responsible to Trulioo for each such Affiliate’s acts and omissions and compliance with the terms and conditions of this Agreement.7. Term. This Agreement shall begin on the Effective Date and automatically terminate twelve (12) months following the Effective Date unless the parties enter into an Order Form during such twelve-month period, in which case this Agreement shall: (i) continue for the Initial Term set out in such Order Form; and (ii) thereafter be automatically renewed for successive periods of one (1) year. Upon renewal, the then current version of this Agreement shall apply. Customer’s use of the Services after such renewal shall signify Customer’s acceptance of such terms. Either party may terminate this Agreement, and the associated Order Form and Order Form Supplements, by providing written notice of termination at least sixty (60) days prior to the end of the Initial Term or any renewal period.8. Fees. In consideration of Trulioo providing the Services under this Agreement, Customer agrees to pay to Trulioo the fees as set forth in the Order Form and Order Form Supplements, including any related payment transmission fees or related bank charges charged by Customer’s financial institutions. Unless otherwise expressly stated, all fees and charges referred to in this Agreement (including the Order Form and any Order Form Supplements) are in U.S. dollars and are exclusive of all sales, use, consumption, internet service, excise, value added or other taxes (including, State or Provincial Sales Taxes, Goods and Services Taxes, Harmonized Sales Taxes). All payments shall be in U.S. currency. Payment terms are net 30, and a twelve (12%) percent per annum fee (accrued and billable monthly) will apply to invoices not paid on time. If Customer is tax exempt, Customer shall provide Trulioo with a copy of Customer’s Tax Exemption Certificate for its files.9. Customer Accounts. As part of the set-up and initialization of the Services, Trulioo will set-up an administrative user in accordance with the primary contact specified in the Order Form unless Customer notifies Trulioo otherwise; such administrative user is responsible for managing the creation of, and access permissions related to, Customer’s Authorized Users. Customer shall pay the appropriate implementation and license fees as per the Order Form and Order Form Supplements. Customer acknowledges and agrees that the user identifications provided by Trulioo to Customer and Customer’s Authorized Users, and the passwords selected by and used by Customer and Customer’s Authorized Users in conjunction with the user identifications are to be kept secret and confidential. Customer shall not, and shall cause Customer’s Authorized Users not to, disclose such user identifications or passwords to any other person or entity without the express written permission of Trulioo. Customer shall be responsible for each and every access or use of the Services or Documentation that occurs in connection with such user identifications and passwords. Trulioo is authorized to accept the user identifications and passwords as conclusive evidence that Customer or Customer’s Authorized Users, as the case may be, have accessed or used the Services and Documentation.10. Customer Information, Privacy Notice and Consent. Except for Trulioo’s use rights in this Agreement, as between the parties, Customer owns and retains all right, title and interest in and to Customer Information. Customer hereby grants to Trulioo a fully paid-up, royalty-free, irrevocable, non-exclusive, worldwide right and license to access, receive, copy, store, process and disclose Customer Information for the purpose of providing, improving and maintaining the Services in accordance with this Agreement. Customer is solely responsible for the legality, accuracy, transmission and delivery of the Customer Information, including the content therein. Customer will only transfer (or provide or authorize access to) Customer Information to Trulioo that has been collected, processed and stored in accordance with Customer’s privacy notice and Applicable Laws. Customer will ensure that its privacy notice is readily accessible on applicable Customer Properties and includes accurate and complete disclosures concerning its activities contemplated under this Agreement that comply with Applicable Laws, including the collection and processing of Customer Information and the Results for the purposes contemplated by this Agreement. Customer is solely responsible for obtaining any necessary consents, permissions and approvals from and providing any notices to Consumers required by Applicable Laws and this Agreement. Where Trulioo determines it is required to provide any privacy notifications (including any privacy notices or consent capture mechanisms) to a Consumer directly in order to comply with Applicable Law, Customer will provide all reasonable assistance and cooperation to Trulioo. Where, due to the deployment of the Services on the Customer Properties, it is not technically feasible for Trulioo to make any legally necessary privacy notifications readily available to a Consumer directly, Customer will provide such privacy notifications to the Consumer (and obtain any necessary consents) on Trulioo’s behalf, in line with Trulioo’s reasonable instructions. Customer shall provide Trulioo with information on its compliance with the forgoing obligation without undue delay, upon Trulioo’s reasonable request.11. Deletion of Customer Information and Results. Customer acknowledges that, unless otherwise agreed in writing or as required by Applicable Laws, the Services do not store Customer Information and Results except to the extent, and for such time as reasonably required, to perform the Services. After the effective date of termination, Trulioo shall have no obligation to retain any Customer Information or Results. Customer shall maintain a backup of Customer Information and Results and Trulioo shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, disclosure, loss or failure to store any Customer Information or Results.12. Support & Professional Services. Trulioo will, as part of the Services, provide Customer with Trulioo’s standard call support services during Trulioo’s normal business hours in accordance with Trulioo’s Service Level Agreement in effect at the time that such services are provided. The current version of Trulioo’s Service Level Agreement is available at Trulioo Service Level Agreement. Trulioo may amend the Service Level Agreement in its sole and absolute discretion from time to time. Customer may purchase professional services separately at Trulioo’s then current rates and terms for such services.13. Evaluation & Test Versions. Where Customer is granted permission to use Evaluation Services, such Evaluation Services are provided for evaluation or testing purposes only and will be made available to Customer as of the date specified in an Evaluation Order Form. Customer may not use such Evaluation Services for any other purpose. Evaluation Service may not be installed, accessed or used in a production environment unless otherwise specified in an Evaluation Order Form. Notwithstanding any other provision herein: (i) EVALUATION SERVICES ARE PROVIDED ON A STRICTLY “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS AND WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, and (ii) IN NO EVENT SHALL THE TOTAL AND CUMULATIVE LIABILITY OF TRULIOO IN RESPECT OF SUCH SERVICE EXCEED TEN ($10) DOLLARS. Customer acknowledges that Evaluation Services may only be available and operate for the period of time, or up to the number of transactions specified in the Evaluation Order Form, authorized for its evaluation or testing, after which time the Evaluation Services shall cease to be available and Customer shall have no further right to use same. Customer shall not rely on the continued availability for use of such Evaluation Services for any purpose whatsoever. Where Customer agrees to evaluate or test a test or beta version of a Service, such Evaluation Service may be provided for evaluation prior to its commercial release and may include bugs, errors or defects in same. Trulioo may request Feedback on Evaluation Services from time to time. Where such requests are made, Customer agrees to use commercially reasonable efforts to cooperate and provide meaningful Feedback to Trulioo.14. Customer Warranties and Representations. Customer covenants, warrants and represents that Customer:(a) will comply with all Applicable Laws with respect to Customer’s use of the Services and Customer’s activities under this Agreement;(b) has all corporate licences, authorisations, consents and approvals necessary in order to enter into and perform Customer’s obligations under this Agreement;(c) will only access and use the Services for the Permitted Purpose and in compliance with the Service Specific Terms;(d) will immediately inform Trulioo in writing and cease use of a Service if Customer is no longer able to comply with the terms and conditions of this Agreement;(e) shall access and use the Services and Documentation for Customer’s own internal business purposes only and shall not distribute, market, re-sell, re-license, sub-license, rent, lease, adapt, enhance, modify, de-compile, disassemble, reverse engineer, reproduce, create derivative works of or translate the whole or any part of the Services, and will not merge the Services into any other products or services that are the same or similar to products or services offered by Trulioo;(f) will not provide, or otherwise make available, the Services (including, without limitation, the Results) to any third party without the prior written permission of Trulioo;(g) will, upon request, provide all reasonable assistance to allow Trulioo to monitor and audit Customer’s compliance with section 10 and the Service Specific Terms, and to otherwise enable Trulioo to comply with its obligations to third parties (including, but not limited to, the Data Providers described in section 15); and(h) will not introduce any computer virus, or other type of malicious code designed or intended to have, or capable of performing, any DDoS attack or other of the following outcomes: disrupting, disabling, harming or otherwise impeding in any manner, the operation of, or providing unauthorized access to, the Services or Trulioo’s computer system or network, or damaging or destroying any data.15. Data Providers. Customer acknowledges and agrees that the provision of the Services is contingent on Trulioo utilizing certain Data Providers. Accordingly, the Services are provided on the following terms and conditions:(a) By enabling a Service, Customer authorizes and instructs Trulioo to share the applicable Customer Information with the Data Providers as necessary to perform the Services, including to deliver the Results. The Customer Information may be transferred to any country in which the relevant Service is performed by the Data Providers and the Customer Information may be processed outside its country of origin as a result provided that Trulioo and the Data Providers take such measures (including entering into appropriate contractual terms) as are necessary to ensure such transfers are made in accordance with applicable data protection laws.(b) TRULIOO DOES NOT REPRESENT OR WARRANT OR GUARANTEE THAT THE SERVICES, INCLUDING ANY RESULTS OR OTHER INFORMATION RETURNED TO CUSTOMER THROUGH THE SERVICES, ARE COMPLETE, ACCURATE OR CORRECT. ANY RESULTS OR OTHER INFORMATION PROVIDED BY TRULIOO TO CUSTOMER AS PART OF THE SERVICES RELIES ON THE COMPLETENESS, ACCURACY AND CORRECTNESS OF THE INFORMATION SUBMITTED TO TRULIOO, INCLUDING, WITHOUT LIMITATION, THE CUSTOMER INFORMATION AND THE INFORMATION PROVIDED BY THE APPLICABLE DATA PROVIDERS. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, TRULIOO ACCEPTS NO LIABILITY FOR ANY INACCURACY, INCOMPLETENESS OR OTHER ERROR IN ANY DATA OR INFORMATION INCLUDED IN CUSTOMER INFORMATION PROCESSED IN CONNECTION WITH THE SERVICES.(c) The provision of the Services, and the price, Service Specific Terms and terms of this Agreement associated with the Services, may be reasonably amended by Trulioo where necessary to comply with changes made by Data Providers or any legal or regulatory changes, which impact the Services. Trulioo will provide Customer with prior notice of such amendments, where possible, of at least thirty (30) days. If amendments in accordance with this section are not acceptable to Customer (acting reasonably), Customer may cease its usage of the affected portion of the Services, such election to be made prior to the effective date of such amendments set out in the notice (“Election Period”). Customer’s continued use of the Services after the Election Period shall constitute Customer’s agreement to such amendment.(d) Customer acknowledges that the Services may utilize and be supported by multiple Data Providers. For such Services, Customer agrees that Trulioo may add, remove or replace any of the Data Providers within such Services, at Trulioo’s sole discretion, for the purpose of maintaining or improving its service offerings, to address market trends or requirements, or to enable Trulioo to provide the same to the market in a manner acceptable to Trulioo, provided that the price remains the same and the applicable Service Specific Terms are substantially the same or are less restrictive.16. Consumer Reporting. Customer acknowledges that, Trulioo and its affiliated entities and agents, for the purposes of this Agreement, are not:(a) a Reporting Entity, to be considered part of any Designated Business Group, or to be considered agents of a Reporting Entity, as defined in Section 5 of the Australian Anti-Money Laundering and Counter-Terrorism Financing Act 2006 and as such do not have an obligation to retain any copies of an identification procedure as required under Section 113;(b) a Reporting Entity as defined under Canadian provincial and/or federal laws; or(c) a Consumer Reporting Agency as defined by the U.S. Fair Credit Reporting Act 15 U.S.C. et seq (“FCRA“) and Trulioo’s data or reports do not constitute “Consumer Reports” as that term is defined in the FCRA.17. Customer Responsibilities. Customer acknowledges and agrees that Customer is responsible for:(a) complying with Customer’s obligations set out in section 10 above;(b) procuring any software or applications which Customer requires to use, access or view the Services;(c) the legality and accuracy of the Customer Information; and(d) payment for each use of the Services, whether such use is intentional or unintentional, including, but not limited to, improper implementation or use of the Services by Customer, or other user error caused by Customer.Customer shall not share information about the Services or Documentation with any third party without the written consent of Trulioo.18. Technology Partners. Customer may access the Services through Customer’s Technology Partners with Trulioo’s prior written approval, provided that:(a) Customer shall be solely responsible for the engagement of such Technology Partners and obtaining the rights and licenses to use their services to access Trulioo Services;(b) Customer shall be responsible for working directly with such Technology Partners to enable access to and integrate Trulioo Services with their services, including providing necessary credentials and related information to such Technology Partners, provided that all such information shall be subject to confidentiality obligations at least as protective as those set out in section 21;(c) Customer’s engagement of such Technology Partners shall not create any liability on the part of Trulioo in respect of Customer’s use of their services and Customer shall remain directly liable to such Technology Partners in relation to Customer’s use of their services;(d) Customer shall ensure that such Technology Partners comply with all Applicable Laws and implement security measures at least as stringent as those set out in Trulioo’s Security Policy available at www.trulioo.com/security-policy;(e) If such Technology Partners require access to the Services or Results to enable Customer’s access to the Services, Customer shall ensure that they do not use the Results for any purpose whatsoever other than as necessary to enable Customer’s access to the Services; and(f) As between Customer and Trulioo, Customer shall be responsible for the acts, errors, or omissions of Customer’s Technology Partners, including, without limitation, any damages caused to the Services or Trulioo’s systems or any misuse of the Results by such Technology Partners. Customer shall defend, indemnify and hold harmless Trulioo, its directors, officers, employees and agents from and against any and all losses, damages, costs, expenses (including legal fees), penalties, fines, and expenses suffered, incurred or sustained by Trulioo from a third party claim resulting from, connected with or relating to Customer’s engagement of Technology Providers or any misuse of the Services or Results by such Technology Partners.TRULIOO DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE SERVICES WILL BE COMPATIBLE WITH OR ACCESSIBLE THROUGH ANY TECHNOLOGY PARTNERS.19. Intellectual Property. Trulioo and its service providers own and retain all intellectual property in the Services (including any amendments, enhancements, modifications or updates of the Services), including all Documentation. Subject to the terms and conditions of this Agreement and any applicable Order Form, Trulioo hereby grants Customer a limited royalty-free non-exclusive non-transferable right and license, without the right to grant sublicenses, to permit Authorized Users and Affiliates to use the Services, including the Documentation and Results, during the applicable subscription period identified on an Order Form or Order Form Supplement solely for Permitted Purposes. If Customer provides Trulioo with Feedback, Customer hereby grants to Trulioo, without charge, a worldwide, irrevocable, perpetual, royalty-free right and license to use and commercialize such Feedback, in connection with or as part of any of Trulioo’s products or services. Except as expressly set out herein, Customer will have no rights or interest with respect to the Services. Nothing contained in this Agreement will constitute a licence or grant of any rights to Customer with respect to any trademark, logo, service mark, trade name, service name or patent.20. Operating Platform Changes. Trulioo may, in its sole discretion, make changes to its operating platform. Trulioo will notify Customer, in writing, no later than three (3) months prior to the implementation of any changes that materially affect Customer’s access to, or use of, the Services (a “Material Change”). Thereafter, Trulioo will provide six (6) months of platform support to Customer. If Customer fails to convert to the new platform which incorporates a Material Change (the “New Platform”) within six (6) months of the New Platform’s implementation, then either party may terminate this Agreement. Customer shall be obligated to pay for all Services performed up to and including the date of termination.21.Confidentiality. Each party agrees that it will:(a) not disclose, nor permit any person to disclose, to any other person or entity any Confidential Information of the other party except to those of the receiving party’s directors, officers, employees, or, in the case of Trulioo, its subcontractors and suppliers (including, those described in section 15), each with a strict need to know in order to perform this Agreement. Such directors, officers, employees, subcontractors and suppliers shall be advised of the confidentiality obligations of the receiving party hereunder and shall be subject to confidentiality obligations at least as restrictive as those set forth in this Agreement. Should a party be legally required to disclose the Confidential Information of the other party, the party required to make such disclosure shall, unless prohibited by law, promptly notify the other party of such request or requirement for disclosure, and reasonably assist that party, in seeking confidential treatment of any Confidential Information required to be disclosed;(b) protect the Confidential Information of the other party with the same degree of care it uses to safeguard its own information of a similar character, provided that such degree of care shall not be less than a reasonable degree of care implementing appropriate administrative, physical, technical and organizational measures, policies and procedures to protect such Confidential Information against accidental or unlawful destruction or accidental loss, unauthorized alteration, disclosure or access, and other unlawful forms of processing;(c) promptly notify the other party in writing if it suspects, has reason to believe or confirms that any Confidential Information of the other party is or has been lost, stolen, compromised, misused or used, accessed or acquired in an unauthorized manner or by any unauthorized person, or for any purpose other than as authorized in this Agreement; and(d) return or destroy the Confidential Information of the other party: (i) upon termination of this Agreement; or (ii) within ten (10) days of the receipt of written notice from such party (for certainty, such obligation shall not apply to Trulioo with respect to any de-identified information that is retained by Trulioo pursuant to section 23 or as otherwise agreed herein). Notwithstanding the foregoing, each party shall be permitted to retain copies of, or any computer records or files containing, Confidential Information that has been created solely by such party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such party’s standard archiving and back-up procedures, but not for any other use or purpose.22. Data Protection. To the extent Trulioo processes Personal Information as a processor (or functionally equivalent role) as a result of hosting Customer Information, the Results or otherwise as a result of the Customer’s use of the Services, the parties will abide by the requirements of the Data Processing Addendum, which is incorporated by reference and forms an integral part of this Agreement.23. De-Identified Information. Customer acknowledges and agrees that Trulioo may de-identify and aggregate Customer Information and Results for analytical and statistical purposes, and to improve Trulioo’s products and services. For clarity, no information received from Customer as part of the Customer Information or the Results will be shared with any third party, other than as specified herein.24. Suspension or Termination of Services. Trulioo may suspend access to and use of the Services or terminate this Agreement immediately, without further obligation to Customer, in the event that: (i) Customer commits a breach of section 10 or subsections 14(c), 14(e) or 14(h); (ii) Customer commits a material breach of Customer’s obligations under this Agreement other than those referenced in subsections 24(i) or 24(iii) and Customer fails to cure such breach within thirty (30) days after receiving written notice of such breach; (iii) Customer fails to pay any fees when such fees are due; or (iv) if there is a change of circumstances beyond Trulioo’s control which prevents Trulioo from providing the Services. The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.25. On Termination. On termination of this Agreement, Customer shall cease and desist all use of the Services and Documentation, and within ten (10) days after termination Customer shall: (i) pay all amounts due and owing to Trulioo hereunder; and (ii) destroy any Documentation, including all versions, copies or expressions in any tangible form or medium in Customer’s possession or under Customer’s control, and provide Trulioo with written confirmation that the foregoing has occurred. On termination of this Agreement for any reason Trulioo may destroy or otherwise dispose of any of the Customer Information and the Results in its possession.26. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations (other than its payment obligations) under this Agreement if such delay is due to an event outside of its reasonable control, including, without limitation, an act of God, fire, flood, earthquake, explosion, accident, acts of the public enemy, terrorist acts, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, transportation embargo, change of law or strike. If a delay or failure of a party to perform its obligations is caused by, or anticipated because of, such an event, the performance of that party’s obligations will be suspended. If a delay or failure by a party to perform its obligations because of such an event exceeds thirty (30) days, either party may terminate this Agreement by giving written notice to the other party. Customer shall be obligated to pay for all Services performed up to and including the date of termination.27. Acknowledgements. Trulioo is not responsible:(a) if Customer fails to use the Services or the Results in accordance with the Permitted Purpose, Service Specific Terms or any other term or condition of this Agreement;(b) if any equipment, browser, server or software utilized by Customer in accessing the Services fails or is defective; or(c) for any damage to Customer’s equipment, hardware, programs or data, whether stored or used with the Services or otherwise, including the costs of repairing such equipment or hardware and the costs of recovering such programs or data.28. Disclaimer. TO THE EXTENT PERMITTED BY LAW AND EXCEPT AS OTHERWISE EXPLICITLY SET OUT HEREIN, THE SERVICES (INCLUDING THE RESULTS) AND DOCUMENTATION ARE PROVIDED ON A STRICTLY “AS-IS”, “AS AVAILABLE” AND “WITH ALL FAULTS BASIS” AND TRULIOO EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS,IMPLIED, STATUTORY OR OTHERWISE, CONCERNING THE SERVICES, DOCUMENTATION, OR TRULIOO’S PERFORMANCE OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS:(a) IN RELATION TO THE SUITABILITY, QUALITY, MERCHANTABILITY, PERFORMANCE OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES OR DOCUMENTATION;(b) THAT THE SERVICES OR DOCUMENTATION WILL MEET THE REQUIREMENTS OF ANY SPECIFIC CUSTOMER USE CASE OR REGULATORY REQUIREMENT;(c) THAT CUSTOMER’S USE OF THE SERVICES OR DOCUMENTATION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED; OR(d) REGARDING THE INTEROPERABILITY, COMPATIBILITY OR COEXISTENCE OF THE SERVICES WITH CUSTOMER’S OPERATING SYSTEMS, NETWORK ENVIRONMENTS OR HARDWARE.THIS AGREEMENT SETS OUT THE ENTIRE EXTENT OF ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS IN RESPECT OF THE SERVICES, DOCUMENTATION, AND TRULIOO’S PERFORMANCE OF THIS AGREEMENT. ALL ALTERATIONS SHALL BE IN WRITING AND SIGNED BY AN AUTHORIZED SIGNATORY OF TRULIOO.29. Limitation of Liability.(a) IN NO EVENT WILL EITHER PARTY OR ITS REPRESENTATIVES, OR ANY DATA SOURCES OR SERVICE PROVIDERS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, DOCUMENTATION OR THIS AGREEMENT, IN ANY MANNER, REGARDLESS OF THE FORM OF ACTION (INCLUDING CONTRACT, TORT, STRICT LIABILITY OR NEGLIGENCE).(b) EXCEPT FOR CLAIMS ARISING FROM BREACH OF SECTION 21 OR INDEMNFIICATION OBLIGATIONS SET OUT IN SUBSECTION 31(b), EACH PARTY’S AGGREGATE LIABILITY FOR ANY OR ALL LOSSES OR INJURIES ARISING OUT OF ANY ACTS OR OMISSIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE FEES PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE OCCURRENCE OF THE FIRST EVENT GIVING RISE TO ALL OR PART OF THE LIABILITY.(c) SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITIES OR DAMAGES, SO ASPECTS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CUSTOMER.30. Acknowledgement of Allocation of Risk. THE CONSIDERATION BEING PAID HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR TRULIOO TO ACCEPT ANY LIABILITY OR RISKS BEYOND WHAT IS EXPRESSLY PROVIDED HEREIN AND IF ANY SUCH LIABILITIES OR RISKS WERE TO BE ASSUMED BY TRULIOO, TRULIOO WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT CHARGING SUBSTANTIALLY HIGHER FEES.31. Indemnification. (a) Trulioo shall defend, indemnify and hold Customer harmless from and against any damages and costs (including reasonable attorneys’ fees and costs incurred by Customer) resulting from any third party claim, suit or proceeding or threatened suit or proceeding (each a “Claim“) brought against Customer based solely on a claim alleging that the use of Services as permitted by this Agreement infringe any enforceable patent, copyright or trademark right in Canada or the United States of America of any third party. If Trulioo reasonably determines that the use of the Services may be enjoined, Trulioo may, at its sole option and expense: (i) obtain for Customer the right to continue using the Services; (ii) modify the Services so that they no longer infringe; (iii) provide Customer with reasonable alternate services, as applicable, providing substantially similar features, functions and capability; or (ix) terminate the Service and refund to Customer any pre-paid but unused fees then owing to Customer in respect of such Service. Trulioo shall have no liability hereunder for Claims based upon modifications by Customer, or on Customer’s behalf, to the Services or Documentation, the combination of the Services or Documentation with any other software, equipment, system or process or use of the Services other than as described in the Documentation. The foregoing sets out the entirety of Trulioo’s liability and obligations to Customer in respect of any Claim that the Services or Documentation infringes any third party rights. (b) If Customer procures Document Verification Services from Trulioo, Customer shall defend, indemnify and hold Trulioo harmless from and against any damages and costs (including reasonable attorneys’ fees and costs incurred by Trulioo) resulting from: (i) Customer’s failure to comply with the Service Specific Terms applicable to the Document Verification Services including, without limitation, failure to provide the consent notice set out therein (“Document Verification Notice”) to its Consumers; and (ii) any modifications made by Customer to the Document Verification Notice when providing the same to its Consumers. (c) Each party’s indemnification obligations are conditional upon the indemnified party: (a) notifying the indemnifying party in writing of any such Claim promptly after the indemnified party first learns of such Claim; and (b) providing to the indemnifying party all available information and assistance and co-operation as the indemnifying party may reasonably request from time to time in connection with the defense of any such Claim. The indemnifying party shall have complete control over any such Claim including, without limitation, the right to settle same on the indemnified party’s behalf on any terms the indemnifying party deems desirable (in the sole exercise of its discretion), provided that any settlement that includes a financial or specific performance obligation on, or admission of liability by the indemnified party shall not be accepted without the indemnified party’s prior written consent. Indemnified party shall have the right to be independently represented by counsel of indemnified party’s own choice and at indemnified party’s own cost, provided that the indemnified party shall not settle any such Claim without the indemnifying party’s prior written consent. Subject to the limitations of liability contained herein, the indemnifying party shall pay such damages and costs finally awarded against the indemnified party or payable pursuant to a settlement agreement (approved of by the indemnifying party) in connection with such Claim. 32. Assignment. Customer must not assign or transfer any rights or liabilities under this Agreement to any other person, except with a prior written consent of Trulioo. Notwithstanding the foregoing, Customer may assign this Agreement and Customer’s rights, obligations and interests hereunder in connection with a merger, amalgamation, transfer of control, reorganization or sale of all or substantially all of its assets or equity interests; provided that the assignee agrees to be bound by all of the terms of this Agreement.33. Data Source Disclosure. If, for any reason, Trulioo is required to disclose any or all of the identities of its Data Providers to Customer, Customer agrees that Customer shall not contact or do business with such Data Providers, for the purpose of obtaining similar services as those provided by such Data Providers under this Agreement, at any time during the term of this Agreement and for a period of one (1) year after the termination of this Agreement. The Parties acknowledge and agree that this section is not a general restrictive covenant but applies only to those Data Providers who are required to be disclosed to Customer by Trulioo during the term of this Agreement.34.Notices. Any notices sent to one party by the other shall be sent by email to the email address set out below (or such other address as the addressee shall have for the time being notified to the party giving notice): If to TruliooIf to Customer:Email: [email protected]Mailing Address: 400 – 114 E 4th Ave, Vancouver, BC V5T 1G2Attention: LegalAs set out in the Customer Information section of the Order Form. 35. Severability. If any provision of this Agreement is found to be illegal or unenforceable by any court of competent jurisdiction it shall not affect the enforceability of the remaining provisions of this Agreement, but shall be modified so that it is valid and enforceable and to the fullest extent possible reflecting the original intentions of the parties, and if modification is not possible, such provision will be deemed to be deleted.36. No Waiver. A failure by either party to exercise or enforce any rights available to that party or the giving of any forbearance, delay or indulgence is not to be construed as a waiver of that party’s rights under this Agreement.37. Amendments. All documents referred to in this Agreement form part of this Agreement and may be amended from time to time by the parties in writing. Such amendments do not otherwise affect the rights and obligations howsoever under this Agreement.38. Entire Agreement. This Agreement (including the Schedule(s), Order Form, any Order Form Supplements and any other documents referred to in the Schedule(s) or this Agreement) contains the entire Agreement between the parties and there are no other representations, promises or conditions.39. Survival of Obligations. The parties’ obligations under sections 13, 14, 15, 16, 18, 21, 23, 25, 26, 27, 28, 29, 30, 33, 34, 39, 40, and Customer’s obligations in the Order Form and Order Form Supplements, shall survive termination or expiration of this Agreement.40.Governing Law and Jurisdiction. This Agreement is governed by the laws of British Columbia, Canada, without reference to conflicts of laws principles. The Services shall be deemed to be provided from British Columbia, Canada and this Agreement shall be deemed to be, in all respects, a British Columbia contract. Both parties stipulate and agree that any litigation arising from or relating to this Agreement will be exclusively heard in a court of competent jurisdiction located in Vancouver, British Columbia, Canada. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement and that in no event shall this Agreement be governed by the conflict of laws rules of any jurisdiction.41. Interpretation. The words “party” or “parties” when used herein refer, respectively, to a party and to both of the parties to this Agreement. The words “hereof”, “herein”, “hereunder” and other words of similar import refer to this Agreement as a whole, including any attachments hereto, as the same may from time to time be amended or supplemented and not to any subdivision contained in this Agreement. Reference to provisions of statutes, rules or regulations shall be deemed to include references to such provision as amended, modified or re-enacted from time to time. The word “including” when used herein is not intended to be exclusive and in all cases means “including without limitation”. The descriptive headings of this Agreement are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting this Agreement. This Agreement has been negotiated by the parties hereto and their respective counsel and shall be fairly interpreted in accordance with its terms and without reference to any rules of construction relating to which party drafted the Agreement being applied in favour of or against either party.42. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to be one and the same agreement. A signed copy of the Order Form or an Order Form Supplement transmitted by electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of such document. Schedule A Definitions“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, Customer. For the purposes of this definition, “control” means ownership of greater than fifty percent (50%) of the voting shares of the relevant entity;“Agreement” means the Order Form, applicable Order Form Supplements, this Trulioo Services Agreement, the applicable Service Specific Terms, the Data Processing Addendum and the other documents referenced herein (each of which is expressly incorporated by reference into, and forms part of, this agreement);“Authorized Users” means those individuals (such as Customer’s employees, consultants, contractors or agents) who are authorized by Customer to use the Services and Documentation, from time to time, on Customer’s behalf and solely in the manner authorized herein;“Applicable Laws” means all laws, rules, and regulations applicable to the Services, including but not limited to those relating to privacy, data protection, and data security;“Confidential Information” means confidential information communicated by a party to the other party in connection with this Agreement and includes the identity of Trulioo’s third party data sources and service providers. For clarity, any de-identified or aggregated information, as specified in section 23, shall be Trulioo’s Confidential Information and shall not be considered Customer’s Confidential Information. Except with respect to Personal Information, Confidential Information does not include information that is generally known to the public, information received in good faith from a third party not subject to a confidentiality obligation owed to the source as demonstrated by documentary evidence, or information that was independently developed by the recipient without the developing persons having access to or knowledge of the Confidential Information as demonstrated by documentary evidence;“Customer Information” means the information, documents, text, pictures, photographs and other materials supplied by or on behalf of Customer to Trulioo and related information which is collected from Consumers in connection with the Services, including but not limited to: (i) images of pertinent identity documents or other documents; (ii) images of Consumers (either as available on Consumer provided documents or as otherwise provided);“Consumer” means an individual whose information is included in Customer Information or the Results, but shall not include Authorized Users;“Customer Properties” means Customer’s services and digital applications or properties (e.g. webpages, apps, endpoint, platforms) that Customer integrates with the Services;“Data Processing Addendum” means the Data Processing Addendum available at DPA (or such other URL as may be notified to Customer from time to time);“Data Providers” means any third party data sources or other service provider engaged by Trulioo to provide the Results, including, but not limited to, government agencies, suppliers of identity verification services and credit reference agencies;“Documentation” means the manuals, documentation and other related materials pertaining to the Services or the use thereof that Trulioo makes available to Customer in connection with the Services;“Effective Date” means the date specified in the Order Form as the ‘effective date’;“Evaluation Order Form” means the applicable order form for Evaluation Services signed by Customer (or Customer’s Affiliate) and Trulioo that references this Trulioo Services Agreement;“Evaluation Services” means the Services to be delivered to Customer by Trulioo on an evaluation or test basis only, as specified in an Evaluation Order Form;“Feedback” means suggestions, comments or feedback regarding the Services that Customer provides to Trulioo;“Initial Term” means the period specified in the Order Form as the ‘initial term’;“Order Form” means the applicable order form signed by Customer (or Customer’s Affiliate) and Trulioo that references this Trulioo Services Agreement;“Order Form Supplement” means the applicable order form signed by Customer (or Customer’s Affiliate) and Trulioo that references this Trulioo Services Agreement and modifies the Services to be delivered to You thereunder;“Permitted Purpose” means those specific permitted purposes included in the Service Specific Terms applicable to the use of each specific Service;“Personal Information” means information about an identified or identifiable individual, including, “Personal Data” (as defined in the Data Processing Addendum);“Technology Partners” means any third party service providers that: (i) provide integration services that facilitate Customer’s access to the Services; or (ii) support or manage any technical platform that allows access to the Services on Customer’s behalf;“Results” means any data, content or other information transferred, communicated or shared by Trulioo (or the Data Providers) to or otherwise accessed by Customer in the course of receiving Services, including any data, content or other information that Trulioo obtains on behalf of Customer and at Customer’s instruction from the Data Providers. For example, this may include the match results and/or any related appended data provided in response to Customer identity or company verification queries;“Service Specific Terms” means those additional terms available at SST and applicable to the Services set out in the Order Form or Order Form Supplement;“Services” means the electronic identity verification and related services, including, without limitation, the Results therefrom, to be delivered to Customer, collectively (i) as listed in the Order Form; or (ii) as listed on any subsequent Order Form Supplement, including the continuous improvement and development of such services;“Trulioo API” means the GlobalGateway API as described in the Documentation; and“Trulioo SDK” means the software development kits supplied by Trulioo for the Trulioo API to be embedded in the Customer Properties as described in the Documentation.