TITUS SOFTWARE AS A SERVICE AGREEMENT

IMPORTANT: READ THIS TITUS SOFTWARE AS A SERVICE AGREEMENT CAREFULLY BEFORE CONTINUING

REGISTRATION. BY CLICKING THE "I ACCEPT" BUTTON OR OTHERWISE ACCEPTING THIS SOFTWARE AS A

SERVICE AGREEMENT THROUGH AN ORDERING DOCUMENT OR PURCHASE ORDER THAT INCORPORATES

THIS SOFTWARE AS A SERVICE AGREEMENT, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS

AND CONDITIONS OF THIS SOFTWARE AS A SERVICE AGREEMENT. IF YOU ARE ENTERING INTO THIS

SOFTWARE AS A SERVICE AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU

REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS

OF THIS SOFTWARE AS A SERVICE AGREEMENT AND, IN SUCH EVENT, “YOU” AND “YOUR” AS USED IN

THIS SOFTWARE AS A SERVICE AGREEMENT SHALL REFER TO SUCH ENTITY, IF YOU DO NOT HAVE SUCH

AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS SOFTWARE AS A

SERVICE AGREEMENT, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICES.

FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY

ACKNOWLEDGED, YOU AGREE AS FOLLOWS:

A. Agreement Definitions:

“You”, “you”, “Your”, “your”, “Customer”, or “customer” refers to the individual or entity that has

ordered Services from Titus Inc. (“Titus”) or an authorized Titus distributor or reseller by executing an

Ordering Document that accompanies and incorporates this Titus software as a service agreement

(collectively, the “Agreement”).

The term “Services” refers collectively to the Titus software as a service offering consisting of system

administration, system management, and system monitoring activities that Titus performs for Titus

Programs, and includes the use of the Titus Programs on a services basis and any support services for

such Titus Programs (if specified in an Ordering Document), as well as any other services to be provided

by Titus, solely as set out in the Ordering Document.

The term “Documentation” has the meaning set out in Exhibit A.

The term “Titus Programs” refers to the Titus proprietary software products owned or distributed by

Titus to which Titus grants you access on a service basis as part of the Services, including Titus Program

Documentation, and any program updates provided as part of the Services.

The term “Users” refers to those individuals authorized by You or on Your behalf to use the Services, as

defined in the Ordering Document.

The term “Your Data” refers to the data provided by You that resides in the Services environment, which

may include personal data and/or personal information as defined in applicable privacy laws (“Personal

Data”).

The term “Ordering Document” or “Purchase Order” refers to the document that accompanies and

incorporates this Titus software as a service agreement, including any other document referenced or

incorporated into such document.

References to the term “including” shall mean “including without limitation”.

B. Term and Termination: The term of this Agreement shall commence as of the effective date of the

Ordering Document and shall continue in effect thereafter for a period of one (1) year, or as otherwise

described in the Ordering Document, unless superseded or otherwise earlier terminated in accordance

with the terms of this Agreement or by written agreement of the parties (the “Subscription Period”).

Except as otherwise specified, subscriptions will automatically renew for additional periods equal to the

expiring Subscription Period, unless either party gives notice of non-renewal thirty (30) days prior to the

end the relevant Subscription Period. The subscription price during any renewal period may be

increased by Titus in its sole discretion.

Termination for Cause. Either party may terminate this Agreement if the other party breaches this

Agreement and fails to cure such breach within thirty (30) days from receiving written notice detailing

the breach. Upon termination of this Agreement, Customer will cease use of the Services immediately.

Amounts paid to Titus pursuant to this Agreement are non-refundable.

Other Termination. Titus may terminate this Agreement by providing you with thirty (30) days’ prior

notice, with or without cause, including in circumstances where Titus is ceasing to offer the Service to

you or has otherwise determined that it must terminate this Agreement.

Termination for Bankruptcy or Insolvency. Titus shall have the right to immediately terminate this

Agreement, in whole or in part, upon notice to Customer in the event Customer (or any permitted

successor organization) ceases to do business as a going concern, makes an assignment for the benefit

of creditors, admits in writing its inability to pay its debts as they become due, is insolvent or the subject

of receivership, or in the event any substantial part of Customer’s property is or becomes subject to any

levy, seizure, assignment or sale for or by any creditor or governmental agency without being released

or satisfied within ten (10) days thereafter.

Effect of Termination. Upon termination of this Agreement or expiration of the Subscription Period,

Titus shall immediately cease providing the Services and all usage rights granted under this Agreement

shall terminate.

If Titus terminates this Agreement due to a breach by Customer, then Customer shall immediately pay

to Titus all amounts then due under this Agreement and to become due during the remaining

Subscription Period of this Agreement, but for such termination, together with all taxes and Titus

expenses.

If Customer terminates this Agreement due to a material breach by Titus, then Titus shall immediately

repay to Customer all pre-paid amounts for any unperformed Services scheduled to be delivered after

the termination date.

Upon expiration or termination of this Agreement or upon earlier written request by Titus, Customer

shall immediately return or destroy (as specified by Titus) any Titus Confidential Information and provide

written certification of such return or destruction. For greater certainty, the return of Your Data will be

addressed in accordance with the paragraph(s) below.

Titus will return or remove Your Data from the Titus Services upon the expiration or termination of this

Agreement, as determined by Titus, or earlier upon Customer’s request as agreed by Titus. Titus may

charge for certain activities performed at Customer’s request (such as delivering Your Data in a specific

format). Titus does not archive Your Data, however some of Your Data may remain in the Services

backup files until expiration of such files as governed by Titus’s backup retention practices. For a period

of up to ninety (90) days after the expiration or termination of this Agreement, Titus may in its sole

discretion, permit you to access the Services solely to the extent necessary for you to retrieve a file of

Your Data then in the Services environment. You agree and acknowledge that Titus has no obligation to

retain Your Data and that Your Data may be irretrievably deleted prior to or after ninety (90) days

following the expiration or termination of this Agreement.

You acknowledge that termination and/or monetary damages may not be a sufficient remedy if You

breach this Agreement and that Titus will be entitled, without waiving any other rights or remedies, to

injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction in the event

of a breach.

C. Rights Granted: Upon Titus’s acceptance of the Ordering Document and for the duration of the

Subscription Period, subject to Your continued compliance with this Agreement, You will have the non-

exclusive, non-assignable, non-transferable, royalty free, limited right to access and use the Services

solely for your internal business operations and subject to the terms of this Agreement.

You may allow your Users to use the Services for this purpose and You are responsible for Your Users’

compliance with the Agreement. The Services are provided as described in, and subject to, the Ordering

Document and other Titus Documentation.

You acknowledge that this Agreement is a services agreement and Titus will not be delivering copies of

any software to You as part of the Services. You agree that you do not acquire under the Agreement any

license to use the Titus Programs specified in the Ordering Document in excess of the scope and/or

duration of the Services and that you have no right to obtain a copy of or install any Titus software.

Upon the earlier of the end of the Subscription Period or the termination of this Agreement, your right

to access and use the Services specified in the Ordering Document shall terminate unless it is renewed

under the terms of this Agreement and all amounts payable for the Services, together with applicable

taxes, shall be due and payable.

You shall be solely responsible for the acts and omissions of your administrator Users and any other

User who accesses the Services with Your account credentials. Titus shall not be liable for any loss of

data or functionality caused directly or indirectly by the administrator Users.

Titus may modify the Services with or without notice to you. You are responsible for assessing the

suitability of each Service for Your intended use.

By using the Services, You accept responsibility for use of the Services, and acknowledge that they meet

Your requirements and enable Your compliance with applicable laws.

D. Ownership and Restrictions: You retain all ownership and intellectual property rights in and to Your

Data. Titus or its licensors retain all ownership and intellectual property rights in and to the Services and

the Titus Programs and all software. Titus retains all ownership and intellectual property rights to

anything developed and delivered under the Agreement.

Third party technology that may be appropriate or necessary for use with the Services may be specified

in the Documentation or on other portals or websites as applicable. Such third-party technology shall be

governed by the terms applicable to such third party technology, as the case may be. The Services make

use of or include certain open source software which is specified at www.titus.com/documentation .

The use of such open source software is subject to the open source license terms applicable to such

open source software.

You may not remove, modify or obscure any of Titus’s or its licensors’ trademarks, copyrights or other

proprietary notices; modify, make derivative works of, disassemble, reverse compile, attempt to derive

the source code of or reverse engineer any part of the Services, or access or use the Services in order to

build or support, and/or assist a third party in building or supporting products or services competitive to

Titus; disclose results of any Services or program benchmark tests without Titus’s prior written consent;

or license, sell, rent, lease, transfer, assign, distribute, share, display, host, outsource, disclose, permit

timesharing or service bureau use, or otherwise commercially exploit or make the Services, Titus

Programs, software or materials available, to any third party other than, as expressly permitted under

the terms of the Agreement. Without limiting any of the above, You may not combine the Services with

any other services or software to create a commercially available solution.

The rights granted to you under the Agreement are also conditioned on the following: the rights of any

User permitted to use the Services cannot be shared or used by more than one individual (unless such

permission is reassigned in its entirety to another authorized User, in which case the prior authorized

User shall no longer have any right to access or use the Services); except as expressly provided herein,

no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed,

posted or transmitted in any form or by any means, including but not limited to electronic, mechanical,

photocopying, recording, or other means; and You agree to make every reasonable effort to prevent

unauthorized third parties from accessing or using the Services.

E. Warranties:

TITUS DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR

UNINTERRUPTED, THAT TITUS WILL CORRECT ALL SERVICES ERRORS OR PREVENT THIRD PARTY

DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. CUSTOMER ACKNOWLEDGES THAT TITUS DOES

NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE

INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS

INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. NEITHER TITUS NOR ANY OF ITS

SERVICE PROVIDERS, LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE

OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL TITUS

OR ANY OF ITS SERVICE PROVIDERS, LICENSORS OR OTHER SUPPLIERS BE LIABLE FOR UNAUTHORIZED

ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS.

WITHOUT LIMITING THE FOREGOING, TITUS AND ITS AFFILIATES, SERVICE PROVIDERS, LICENSORS,

SUPPLIERS, SUBCONTRACTORS AND DISTRIBUTORS DISCLAIM ANY IMPLIED REPRESENTATIONS, IMPLIED

WARRANTIES AND IMPLIED CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE,

SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS OTHERWISE EXPLICITLY

PROVIDED IN THIS AGREEMENT, THE ENTIRE RISK OF THE USE OF THE SERVICES SHALL BE BORNE BY

YOU.

F. Trial Use of the Services: You may order certain Services for trial, non-production purposes subject to

the terms and conditions of the Agreement. Services acquired for trial purposes are provided “as is” and

“as available” and Titus does not offer any warranties for such Services.

G. Indemnification: If notified promptly in writing by You of any action brought against You alleging that

the provision of the Services under this Agreement by Titus constitutes an infringement or

misappropriation of any copyright of any person existing on or before the date of this Agreement in the

jurisdiction in which you purchased the Services (“Infringement Claim”), Titus shall, subject to Section M,

as its sole liability and Your sole remedy for third party intellectual property or property claims, defend

or settle such action at Titus’s expense, shall pay damages awarded by a court or paid in settlement to

such third party in connection with such third party Infringement Claim up to a maximum of the amount

You paid for the use of the Services in the previous three (3) months. In addition to Titus’s obligations

under this Section, Titus may at its entire expense and option either: (a) procure for You the right to

continue using the Services that gave rise to the Infringement Claim; or (b) modify or replace the

Services affected by the Infringement Claim with non-infringing Services that are functionally equivalent

to the Services originally provided hereunder. Titus shall have no liability in respect of any Infringement

Claim to the extent that such Infringement Claim results from: (y) modification of the Services by a

person other than Titus and other than on Titus’s authority, direction, request or specification, to the

extent such claim would have been avoided but for such modification; or (z) use of Services in

combination with other products or services where such use (i) was not recommended by Titus; or (ii)

does not reasonably constitute an intended or expected combination or use of such Services, to the

extent such Infringement Claim would have been avoided but for such combination or use.

H. Support Services: Support services provided under the Agreement are specified in Exhibit A of this

Agreement.

I. Suspension of Account: Titus may immediately suspend your password, account, and access to or use

of the Services: (a) if you fail to pay Titus as required under the Agreement and do not cure within ten

(10) days of delivery of notice, (b) if you violate any provision of this Agreement including sections C, D,

K, N or R of this Agreement; or (c) Titus reasonably concludes that Customer’s use of the Services is

causing immediate and ongoing harm to Titus or others. If Titus must suspend delivery of the Services,

Titus shall notify Customer of the suspension and the parties shall diligently attempt to resolve the issue.

Titus shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising

from or relating to any suspension of the Services in accordance with this Section. Without limiting any

of Titus’s other rights, Titus may terminate the Services hereunder if any of the foregoing is not cured

within thirty (30) days after Titus’s initial notice thereof. Any suspension by Titus of the Services under

this paragraph shall not excuse You from your obligation to make payment(s) under the Agreement.

J. Fees and Taxes: You agree to pay for all Services ordered as set forth in the applicable Ordering

Document or otherwise. All fees due under the Agreement are non-cancelable and the sums paid non-

refundable. Customer agrees to pay all applicable charges specified for Services and charges for use

including charges of use in excess of use authorizations set out in an Ordering Document. Titus does not

give credits or refunds for any pre-paid, one-time charges, or other charges already due or paid.

Except as otherwise set out in the Ordering Document, all amounts invoiced hereunder are due and

payable within thirty (30) days of the date of invoice. Interest shall be due and payable on all overdue

amounts at the lower of 18% per annum (1.5% per month) and the highest rate of interest provided by

and allowed by applicable law, until paid in full. The fees set forth in the Ordering Document do not

include taxes. You will be responsible for, and agree to pay, all applicable sales, use, excise, personal

property and value added taxes, or taxes of a similar nature imposed by any federal, state, provincial, or

local government, or other taxing authority on all items, goods and/or services being paid for by You to

Titus under this Agreement. If taxes are not set out in Ordering Document in respect of the Services,

then You agree to remit to the applicable governmental authorities any applicable taxes and You will

indemnify and hold Titus harmless for such amounts.

All fees will be fully paid to Titus by You without deduction of any amounts including import duties, sales

use or privilege taxes or excise or withholding taxes, or other similar taxes or duties levied by any

government upon You or Titus as a result of the sale, delivery or use of any Services hereunder. In the

event You are required by law to make any such deductions, You shall gross-up the amount of the fees

such that the amount of the fees received by Titus equals the amount it otherwise would have received

without such deductions. You shall not set-off any amounts from amounts payable to Titus. Except as

otherwise expressly provided within the Ordering Document, all amounts set out under this Agreement

shall be invoiced and paid in U.S. dollars.

You agree to cooperate with Titus to minimize any applicable sales, use, value added, withholding or

similar tax and, in connection therewith. The parties will provide each other with any relevant tax

information as reasonably requested (including, without limitation, resale or exemption certificates,

multi-state exemption certificates, value added tax numbers, information concerning the use of assets,

materials, and notices of assessments).

K. Nondisclosure: By virtue of the Agreement, the parties may have access to information that is

confidential to one another (“Confidential Information”). The parties agree to disclose to the other party

only information that is required for the performance of obligations under the Agreement. You

acknowledge that the Services, including the functionality, structure and pricing of the Services is and

contains Titus Confidential Information and You shall not use such Confidential Information except to

the extent necessary to exercise the rights granted to You to use the Services for your internal business

purposes as set out in this Agreement. Your Confidential Information is limited to Your Data residing in

the Services. Your Confidential Information shall not include information that: (a) is or becomes a part of

the public domain through no act or omission of Titus; (b) was in Titus’s lawful possession prior to the

disclosure; (c) is lawfully disclosed to Titus by a third party without restriction on the disclosure; or (d) is

independently developed by Titus. Titus agrees to hold Your Confidential Information in confidence until

the earlier of the end of the Subscription Period (at which point Your Confidential Information will be

returned or destroyed in accordance with Section B above) or a period of three (3) years from the date

of disclosure. You agree to keep Titus’s Confidential Information confidential indefinitely. Titus will use

commercially reasonable efforts to protect the confidentiality of Your Data residing in the Services

environment in accordance with the Titus security practices specified in the Titus Documentation. Titus

may share your Confidential Information with its subcontractors in connection with the provision of the

Services. Nothing shall prevent either party from disclosing the terms or pricing under the Agreement if

required by law including in any legal proceeding arising from or in connection with the Agreement or

from disclosing the Confidential Information to a governmental entity as required by law.

L. Entire Agreement: You agree that the Agreement (including the information which is incorporated

into the Agreement by written reference, including reference to information contained in a URL or

referenced policy), is the complete Agreement for the Services ordered by You, and that the Agreement

supersedes all prior or contemporaneous Agreements or representations, written or oral, regarding such

Services. If any term of the Agreement is found to be invalid or unenforceable, the remaining provisions

will remain effective and such term shall be replaced with a term consistent with the purpose and intent

of such term. It is expressly agreed that the terms of the Agreement, including any Ordering Document,

shall supersede the terms in any other non-Titus document and no terms included in any such non-Titus

document shall apply to the Services ordered. Titus’s rights may not be altered or waived except in a

writing signed or accepted online by an authorized representative of Titus. Titus may modify this

Agreement by providing written notice to you of the modifications. Your use of the Services following

receipt of such a notice shall indicate your acceptance of such changes. To the extent of any conflict or

inconsistency between the body of this Agreement and any Ordering Document or Purchase Order, the

body of this Agreement shall govern to the extent such conflict or inconsistency.

M. Limitation of Liability: IN NO EVENT SHALL TITUS OR ANY OF ITS AFFILIATES OR EACH OF THEIR

OFFICERS, DIRECTORS, EMPLOYEES, SERVICE PROVIDERS, LICENSORS, SUPPLIERS, SUBCONTRACTORS,

RESELLERS OR DISTRIBUTORS HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY

INDIRECT, RELIANCE, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR

ANY LOSS OF REVENUE OR PROFIT, LOSS OF OR DAMAGE TO DATA OR OTHER COMMERCIAL OR

ECONOMIC LOSS, WHETHER ARISING IN CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE OR STRICT

LIABILITY), INDEMNITY OR ANY OTHER THEORY OF LIABILITY, EVEN IF TITUS (INCLUDING ITS AFFILIATES

AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, SERVICE PROVIDERS, LICENSORS, SUPPLIERS,

SUBCONTRACTORS, RESELLERS OR DISTRIBUTORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES, OR THEY ARE FORESEEABLE. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF

TITUS (INCLUDING ITS AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, SERVICE

PROVIDERS, LICENSORS, SUPPLIERS, SUBCONTRACTORS, RESELLERS AND DISTRIBUTORS) TO YOU OR

ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES EXCEED THE FEES PAID BY YOU FOR THE SERVICES

IN THE THREE (3) MONTHS PRIOR TO THE DATE OF THE CLAIM. TITUS (INCLUDING ITS AFFILIATES AND

EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, SERVICE PROVIDERS, LICENSORS, SUPPLIERS,

SUBCONTRACTORS, RESELLERS AND DISTRIBUTORS) SHALL NOT BE RESPONSIBLE FOR CLAIMS BY A

THIRD PARTY. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED

BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR FUNDAMENTAL

BREACH.

YOU HEREBY AGREE TO INDEMNIFY, HOLD HARMLESS, AND DEFEND (AT TITUS’ REQUEST) TITUS AND ITS

AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, SERVICE PROVIDERS, LICENSORS,

SUPPLIERS, SUBCONTRACTORS, CUSTOMERS, RESELLERS AND DISTRIBUTORS FROM AND AGAINST ANY

AND ALL LIABILITIES, CLAIMS, DAMAGES, LOSSES, COSTS, EXPENSES AND OTHER AMOUNTS (INCLUDING

REASONABLE LEGAL FEES) THAT ARISE OR RESULT, DIRECTLY OR INDIRECTLY, FROM OR IN CONNECTION

WITH YOUR USE OF THE SERVICES OR BREACH OF THE AGREEEMENT. THE DISCLAIMER OF WARRANTIES

AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU

ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY,

NEITHER TITUS NOR ANY OF ITS LICENSORS WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT.

N. Export: Export laws and regulations of Canada, the United States and any other relevant local export

laws and regulations apply to the Services. You agree that such export control laws govern Your use of

the Services and any Services deliverables provided under this Agreement, and You agree to comply

with all such export laws and regulations. You agree that no data, information, software programs

and/or materials resulting from Services (or direct product thereof) will be exported by You, directly or

indirectly, in violation of these laws, or will be used by You for any purpose prohibited by these laws

including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of

missile technology.

O. Other:

1. Titus is an independent contractor and is not an employee, agent, partner, joint venture, or legal

representative of Customer. Nothing in this Agreement is intended to, or shall, operate to create a

partnership or joint venture of any kind between Titus and Customer, nor authorize either party to act

as agent for the other. Neither party has the authority to act in the name or on behalf of, or otherwise

bind, the other party in any way.

2. The Agreement is governed by laws of Ontario and the laws of Canada applicable therein and you and

Titus agree to submit to the exclusive jurisdiction of, and venue in, the courts located in Ottawa, Ontario

Canada except that this Section shall not prevent Titus from bringing an action against you outside of

Ontario to enforce this Agreement.

Customer shall comply with all applicable local, provincial, state, national and foreign laws in connection

with its use of the Services, including those laws related to data privacy, international communications,

and the transmission of technical or personal data and personal information.

3. If you have a dispute with Titus or if you wish to provide a notice under the Indemnification section of

this Agreement, or if you become subject to insolvency or other similar legal proceedings, you will

promptly send written notice to: Titus Inc., 343 Preston Street, Suite 800, Ottawa, ON, K1S1N4. Titus

may give notice applicable to Titus’s customers by means of a general notice on the Titus Customer

Portal for the Services, and notices specific to you by electronic mail to your e-mail address on record in

Titus’s account information or by written communication sent by registered or first class mail or courier

to your address on record in Titus’s account information.

4. You may not assign the Agreement or give or transfer the Services or an interest in them to another

individual or entity without the prior written consent of Titus. Titus may assign this Agreement at any

time without Your consent and without notice. Upon any such assignment, Titus shall be fully released

from its obligations hereunder and the assignee shall assume the rights and obligations of Titus as if the

assignee were an original party to this Agreement. Titus may use subcontractors to perform this

Agreement without Your consent and without notice.

5. Titus may audit your use of the Services. You agree to cooperate with Titus’s audit and provide

reasonable assistance and access to information. Any such audit shall not unreasonably interfere with

your normal business operations. You agree to pay within thirty (30) days of written notification any fees

applicable to your use of the Services in excess of your rights. Failure to pay for any excess use of

Services may result in Titus terminating your Services and/or this Agreement. You agree that Titus shall

not be responsible for any of your costs incurred in cooperating with the audit.

6. The Services are not fault-tolerant and are not designed or intended for use in or in conjunction with

on-line control equipment in hazardous environments requiring fail-safe performance, such as in the

operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, or

direct life support machines. Titus, its affiliates, service providers, licensors, suppliers, subcontractors,

resellers and distributors specifically disclaim any express or implied representations, implied warranties

or implied conditions for such uses.

7. The failure of Titus to claim a breach of any term of this Agreement by Customer shall not constitute a

waiver of such breach or the right of Titus to enforce any subsequent breach of such term.

8. Titus is a trademark or a registered trademark of Titus or its affiliates. All Titus product names and

logos are trademarks or registered trademarks of Titus or its affiliates.

9. The application of the United Nations Convention on Contracts for the International Sale of Goods to

this Agreement is expressly excluded.

10. The following sections shall survive the expiration or termination of this Agreement, regardless of

the reasons for its expiration or termination, in addition to any other provision which by law or by its

nature should survive: Part B - Effect of Termination, D (Ownership and Restrictions), E (Warranties), J

(Fees and Taxes), K (Non-Disclosure), L (Entire Agreement), M (Limitation of Liability), N (Export), O

(Other), T (Statistical Information), W (Non-Exclusive Service).

11. No single or partial exercise by Titus of any right or remedy under this Agreement shall preclude any

other or further exercise by Titus of any other right or remedy in this Agreement or as provided at law or

in equity. All of Titus’ rights and remedies provided in this Agreement are cumulative and not exclusive

of any right or remedy provided at law or in equity.

12. You shall execute and deliver all such further documents and instruments and do all acts and things

as Titus may reasonably require to carry out the full intent and meaning of this Agreement.

13. This Agreement shall enure to the benefit of and be binding on the parties, their respective

successors and permitted assigns.

14. The Parties hereto have requested that this Agreement and all correspondence and all

documentation relating to this Agreement, be written in the English language. Les parties aux présentes

ont exigé que la présente entente, de même que toute la correspondance et la documentation relative à

cette entente, soient rédigées en langue anglaise.

P. Force Majeure: Titus shall not be responsible for failure or delay of performance if caused by: an act

of war, hostility, or sabotage; act of God; endemic, epidemic, pandemic, local disease outbreak,

electrical, internet, or telecommunication outage that is not caused by, or within the reasonable control

of, Titus; government restrictions (including the denial or cancellation of any export or other license);

other event outside the reasonable control of Titus. Titus will use reasonable efforts to mitigate the

effect of a force majeure event. If such event continues for more than thirty (30) days, Titus may cancel

unperformed Services upon written notice.

Q. Your Data: In performing the Services, Titus will comply with the Titus Services Privacy Policy, which is

available at https://titus.com/privacy and incorporated herein by reference and the Data Sharing

Addendum (Exhibit C). The Titus Services Privacy Policy and the Data Sharing Addendum (Exhibit C) are

subject to change at Titus’s discretion; however, Titus policy changes will not result in a material

reduction in the level of protection provided for Your Data during the Subscription Period.

Customer hereby acknowledges and agrees that Titus’s performance of the Services may require Titus to

process, transmit and/or store Personal Data. In the provision of the Services, Titus will only process

Personal Data in a manner that is reasonably necessary to provide the Services and only for that purpose

and will: (a) ensure that its personnel and subcontractors with access to Personal Data are under

obligations of confidentiality; (b) provide reasonable assistance to Customer with obligations under

applicable privacy laws, including Customer’s obligation to respond to Personal Data requests; (c)

perform the Services in compliance with applicable privacy laws; (d) promptly notify Customer of any

data breach or security incident affecting Personal Data; and (e) protect Personal Data in accordance

with the physical, technical and organizations measures described in Exhibit C, Annex 2.

By submitting Personal Data to Titus, Customer agrees that Titus and its affiliates, service providers

and/or subcontractors may process, transmit and/or store Personal Data to the extent necessary for,

and for the sole purpose of, enabling Titus to perform the Services as contemplated under this

Agreement. Notwithstanding the foregoing, the parties agree that this section does not operate to

prevent the parties from using and retaining the other party’s business contact information (including

business email addresses) for business purposes in accordance with applicable laws, including

marketing.

In relation to all Personal Data provided by or through Customer to Titus for the provision of the

Services, Customer will be responsible as Controller (as defined in Exhibit C) for complying with all

applicable data privacy laws including, where applicable, the regulations on the protection of natural

persons with regard to the processing of Personal Data and on the free movement of such data known

as the General Data Protection Regulation ((EU) 2016/679) (the “GDPR”).

Customer confirms that Customer is solely responsible for any Personal Data that may be contained in

Your Data or any content therein, including any information which Titus or a User shares with third

parties on Customer’s behalf. Customer agrees to obtain all necessary consents and make all necessary

disclosures/notifications to allow Titus and its affiliates, service providers and/or subcontractors to

collect, use, process, transfer and disclose Personal Data required for the performance of the Services,

as contemplated under this Agreement.

Customer is solely responsible for determining the purposes and means of processing Customer

Personal Data by Titus or its affiliates, service providers and/or subcontractors in its performance of the

Services under this Agreement, including that such processing according to Customer’s instructions will

not place Titus or its affiliates, service providers and/or subcontractors in breach of applicable data

protection laws including the GDPR.

Prior to processing, Customer will inform Titus about any special categories of data contained within

Customer Personal Data and any restrictions or special requirements in the processing of such special

categories of data, including any cross-border transfer restrictions.

Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability,

appropriateness and ownership of all of Personal Data provided to Titus or its affiliates, service

providers and/or subcontractors for the performance of the Services.

Titus reserves the right to provide the Services from locations, and/or through use of affiliates, service

providers and/or subcontractors, worldwide.

R. Restrictions on Use of the Services: You agree not to use or permit use of the Services, including by

uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that

may: (a) menace or harass any person or cause damage or injury to any person or property, (b) involve

the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights

or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam”

or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f)

otherwise violate applicable laws, ordinances or regulations. Customer acknowledges that Titus

exercises no control over the content of the information transmitted by Customer through the Services.

In addition to any other rights afforded to Titus under the Agreement, Titus reserves the right to remove

or disable access to any material that violates the foregoing restrictions. Titus shall have no liability to

You in the event that Titus takes such action. You agree to defend (at Titus’s request), indemnify and

hold Titus harmless against any claim arising out of a violation of your obligations under this section.

S. Services Tools: Titus may use tools, scripts, software, and utilities (collectively, the “Tools”) to monitor

and administer the Services and to help resolve your Titus Service requests. The Tools will not collect,

report or store any of Your Data residing in the Service production environment, except as necessary to

troubleshoot Service requests or other problems in the Service. Data collected by the Tools (excluding

production data) may also be used to assist in managing Titus’s product and service portfolio and for

license management. You agree that: (a) except as set forth in the following paragraph, you may not

access or use the Tools, and (b) you will not use or restore the Tools from any backup at any time

following expiration or termination of the Agreement. If Titus provides you with access to or use of any

Tools in connection with the Services, your right to use such Tools is governed by the license terms that

Titus specifies for such Tools; however, if Titus does not specify license terms for such Tools, you shall

have a non-transferable, non-assignable, non-exclusive, limited right to use such tools solely to facilitate

your administration and monitoring of your Services environment, subject to the terms of the

Agreement. Any such Tools are provided by Titus on an “as is” basis and Titus does not provide technical

support or offer any warranties for such tools. Your right to use such Tools will terminate upon the

earlier of Titus’s notice (which may be through posting on the Titus Customer Portal or such other URL

designated by Titus), the end of the Subscription Period, or the date that the license to use such tools

ends under the license terms specified for such tools.

T. Statistical Information: Titus may compile statistical information related to the performance of the

Services, and may make such information publicly available, provided that such information does not

incorporate Your Data and/or identify your Confidential Information or include Your company’s name.

Titus retains all intellectual property rights in such information.

U. Third Party Web Sites, Content, Products and Services: The Services may enable you to add or access

links to Web sites and to access content, products and services of third parties, including users,

advertisers, affiliates and sponsors of such third parties. Titus is not responsible for any third party Web

sites or third party content provided on or through the Services and you bear all risks associated with

the access and use of such Web sites and third party content, products and services.

V. Customer Reference: You agree: (a) that Titus may identify you as a recipient of Services and use your

logo in sales presentations, marketing materials and press releases, and (b) to develop a brief customer

profile for use by Titus on Titus.com for promotional purposes.

W. Non-Exclusive Service: You acknowledge that the Services are provided on a non-exclusive basis.

Nothing shall be deemed to prevent or restrict Titus’s ability to provide the Services or other technology,

including any features or functionality first developed for You, to other parties.

EXHIBIT A

Support Services

Support Services are included in the Titus Services subscription and include the following:

1. Definitions

A. “Correction” means a Titus modification to the Services to resolve an Error.

B. “Documentation” means any and all: (a) materials created by or on behalf of Titus that describe or

relate to the functional, operational or performance capabilities of the Services, whether in written,

printed, electronic or other format; (b) user, training, operator, system administration, technical,

support and other manuals, including functional specifications, help files, flow charts, logic diagrams,

programming comments; and (c) updates, changes, and corrections to any of the foregoing.

C. “End of Support” means the date the Service is no longer supported by Titus.

D. “Error” means a failure of the Services to conform to the Documentation. Error classifications will be

determined solely by Titus in reference to the business impact the issue has for the Customer.

1. An Error is a “Severity Level 1” where Customer's production use of a Titus Service is

stopped or is so severely impacted that the Customer cannot reasonably continue work. Severity Level 1

problems could have the following characteristics; system hangs or crash situations, data loss or data

corruption, critical functionality not available.

2. An Error is a “Severity Level 2” where important Service features are not functioning as

expected with no acceptable workaround, or Customer's implementation or production use of Titus

Services are functioning with limited capabilities or are unstable with periodic interruptions, or the

Services may be operating but are severely restricted. Severity Level 2 problems could have the

following characteristics; Service error or failure forcing a restart or recovery, severely degraded

performance, functionality unavailable but the Services are able to operate in a restricted fashion.

3. An Error is a “Severity Level 3” where Service features are unavailable but a workaround

exists and the majority of Service functions are still useable. These are minor function or feature failures

that the Customer can easily circumvent or avoid. Customer's work has minor loss of operational

functionality. Severity Level 3 problems could have the following characteristics; error message with

workaround, minimal performance degradation, incorrect product behavior with minor impact,

questions on product functionality or configuration during implementation.

4. An Error is a “Severity Level 4” where there is a minor problem or question that does

not affect the Services function such as ‘How To's’, Documentation, general questions, or enhancement

requests. There is no impact to Service usage or Customer's operations. Severity Level 4 problems could

have the following characteristics; general requests for advice on Service usage, clarification on Service

Documentation or release notes, Service enhancement requests.

2. Support Services

The support Services provided by Titus will consist of the following as determined by Titus: (a) telephone

or electronic technical support in order to help Customer locate and correct problems with the Services;

(b) fixes, corrections and work-arounds to respond to Service malfunctions.

Technical Support:

Access to expert Titus technical staff, as available;

Interaction via e-mail, phone and remote web session;

Formal escalation procedure for high-impact situations.

Self Service:

Online Customer Support Portal available 24/7;

Automated case ticketing and management;

In-depth knowledge base of technical articles for all Titus products and services;

Review and update key customer contacts;

Request add/remove of Customer Support Portal logins;

Review current Support and Maintenance Agreements.

Product Roadmap:

Ability to make Service enhancement requests;

Responses received directly from Product Management.

Access to the Support Services as follows:

Online Knowledge Base: 24 hours per day, 7 days per week;

Online Case Creation: 24 hours per day, 7 days per week;

Phone/Email Response from Customer Support: 06:00 am-12:00 am – Monday- Friday EST;

Interactive Web Session from Customer Support: 06:00 am-12:00 am – Monday- Friday EST.

3. Support Incident Response Times

Titus will make commercially reasonable efforts to make an initial response to newly created cases by

phone or email during the “Phone/Email response” Hours of Operation indicated above. The time to

initial response is determined by the indicated case severity according to the following schedule:

Severity Level Response Times/Objectives

Severity 1 4 hours

Severity 2 8 hours

Severity 3 2 business days

Severity 4 5 business days

4. Resolution to Incidents

After determining that the Titus Services are causing the issue reported, Titus will make commercially

reasonable efforts to resolve the issue within reasonable service times. Attempts to resolve the issue are

first attempted through configuration changes. If this is not possible, one of the following may be

required to resolve the issue:

Feature release: Issues that require a change to a Titus Service may be resolved in the next planned

feature release for that Service.

Feature releases incorporate new Service features, support for new platforms (operating systems,

applications, etc.), and may include resolutions to Service issues.

EXHIBIT B

SERVICE LEVELS/OBJECTIVES

Titus will use commercially reasonable efforts to achieve System Availability of at least 99.4% during

each calendar year of the Subscription Period.

Titus will use commercially reasonable efforts to ensure all other Services will achieve System

Availability of at least 99.4% during each calendar year of the Subscription Period. “System Availability”

means the number of minutes in a year that the key components of the Services are operational as a

percentage of the total number of minutes in such year, excluding downtime resulting from: (a)

scheduled maintenance, (b) events of Force Majeure, (c) malicious attacks on the system, (d) issues

associated with the Customer’s computing devices, local area networks or internet service provider

connections, (e) inability to deliver Services because of acts or omissions of Customer, or (f) any other

cause beyond Titus’s control.

Titus reserves the right to take the Services offline for scheduled maintenance for which Customer has

been provided reasonable notice and Titus reserves the right to change its maintenance window upon

prior notice to Customer.

If Titus fails to meet System Availability in the calendar year, upon written request by Customer within

thirty (30) days after the end of the calendar year, Titus will issue a credit on Customer’s next invoice in

an amount equal to 1% of the yearly fee for the affected Services for each 1% loss of System Availability

below the stated Service level objective, up to a maximum of 5% the Customer’s fee for the affected

Services. If the yearly fee has been paid in advance, then at Customer’s election Titus shall provide a

credit to Customer to be used for additional users or term extension. The remedy stated in this

paragraph is Customer’s sole and exclusive remedy for interruption of Services or Titus’s failure to meet

the System Availability objective.

Exhibit C

DATA SHARING ADDENDUM

.

1 DEFINITIONS AND INTERPRETATION

For purposes of this Schedule, the following definitions will apply.

“Controller” shall have the meaning given to it in the GDPR or equivalent terms in applicable privacy laws;

“Data Subject” shall have the meaning given to it in the GDPR or equivalent terms in applicable privacy laws;

“Processor” shall have the meaning given to it in the GDPR or equivalent terms in applicable privacy laws; “Personal Data” shall have the meaning given to it in the Regulation or equivalent terms in applicable privacy laws including “personal information, and for purposes of this Addendum, includes personal data/personal information provided by Customer that resides in the services environment;

“Processing” or such other derivative term shall have the meaning given to it in the GDPR or equivalent terms in applicable privacy laws;

“GDPR” means the regulations on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such Personal Data known as the General Data Protection Regulation ((EU) 2016/679);

“Service Provider” means Titus Inc. a company organized and existing under the laws of Ontario having its registered office at 343 Preston Street, Suite 800, Ottawa, ON, K1S1N4, Canada;

“Special Personal Data” shall mean the special categories of Personal Data as set out at Article 9(1) of the Regulation;

“Sub-Processor” means as set out at Section 2.4 of this Exhibit C.

2 DATA PROTECTION

2.1 The parties acknowledge that Customer is a Controller and the Service Provider is a Processor in relation to the Personal Data. The parties also acknowledge that, in relation to certain Processing of the Data, the Service Provider may also be a Controller and the Service Provider agrees, in relation to Data for which it is a Controller, to comply with its obligations under the Regulation.

2.2 To the extent not stated elsewhere in this Agreement, Annex 1 to this Exhibit C set outs the following information in relation to the Data:

(a) subject-matter of the Processing;

(b) duration of Processing;

(c) nature and purpose of the Processing;

(d) type of Data;

(e) categories of Data Subject; and

(f) processing instructions.

2.3 The Service Provider shall:

(a) Process the Data only on the documented instructions of Customer as set out in this Agreement and any changes agreed with Customer, to perform its obligations under this Agreement and ensure it takes steps to ensure that its personnel and those of its affiliates, service providers and/or subcontractors only Process Data on instructions from Customer, unless required to do otherwise by applicable law. If the Service Provider is aware that, or is of the opinion that, any instruction given by Customer breaches the GDPR or applicable privacy laws, the Service Provider shall inform Customer of this before Processing, unless the law prohibits such information on important grounds of public interest;

(b) ensure that its personnel who are authorised to Process Personal Data are under obligations of confidentiality;

(c) take the measures that are expressed to be obligations of the Processor in Article 32 of the GDPR (or equivalent obligations in other applicable privacy laws) in order to ensure the appropriate level of security for the Data, which measures are described in Annex 2 to this Exhibit C;

(d) taking into account the nature of the Processing, assist Customer with its obligations to comply with Data Subjects' requests and Data Subjects' rights under Chapter III of the GDPR (or equivalent obligations in other applicable privacy laws), through the use of appropriate technical and organisational measures;

(e) taking into account the nature of Processing and the information available to the Service Provider, assist Customer in ensuring compliance with Customer's obligations in Articles 32-36 of the GDPR (or equivalent obligations in other applicable privacy laws), and in doing so shall (at no cost to Customer):

(i) promptly record and then refer all Data Subject requests it receives to Customer within three (3) days of receipt of the request;

(ii) provide such information and cooperation and take such action as Customer reasonably requests in relation to each Data Subject request, within the timescales reasonably required by Customer;

(iii) not respond to any Data Subject request or complaint without Customer’s prior written approval;

(iv) provide such information, co-operation and other assistance to Customer as Customer reasonably requires (taking into account the nature of processing and the information available to the Service Provider) to ensure compliance with Customer’s obligations under applicable privacy laws including the GDPR, including with respect to:

(A) security of processing;

(B) data protection impact assessments (as such term is defined in applicable privacy laws including the GDPR);

(C) prior consultation with a supervisory/regulatory authority regarding high risk processing; and

(D) any remedial action and/or notifications to be taken in response to any Personal Data breach and/or complaint, including (subject in each case to Customer's prior written authorisation) regarding any notification of the

Personal Data breach to supervisory/regulatory authorities and/or communication to any affected Data Subjects.

(f) either:

(i) securely destroy the Data (including all copies of it); or

(ii) return the Data (including all copies of it) to Customer in the format required by Customer which retains the integrity of the Data;

at any time upon request by Customer or promptly upon termination or expiry of this Agreement, unless the law requires storage of the Data, without prejudice to the right of the Service Provider to keep such information that may be useful to defend any court action as long as the applicable limitation period is not over;

(g) provide all information necessary to demonstrate the Service Provider's compliance with this Section 2 and allow Customer and its authorised representatives, upon reasonable prior written notice to the Service Provider, reasonable access during normal business hours to any relevant premises and documents to inspect the procedures and measures referred to in this Section 2;

(h) not Process or transfer Data outside of the European Economic Area (or any country deemed adequate by the European Commission pursuant to Directive 95/46/EC or the Regulation) without putting in place adequate protection for the Data pursuant to Article 46 of the Regulation;

(i) at all times perform its obligations under this Agreement in such a manner as not to cause Customer in any way to be in breach of the GDPR and/or applicable privacy laws; and

(j) perform its obligations under this Agreement (and any other agreement relating to the provision of the Services) in full compliance with the GDPR and/or applicable privacy laws, and all applicable guidelines, statutory orders, supplementary laws and codes of practice issued by relevant regulators pursuant to or in connection with the GDPR and/or applicable privacy laws.

2.4 The Service Provider is authorised to appoint any third party, including affiliates, consultants,

service providers, sub-contractors, agents or professional advisers or other third parties who may

receive and/or have access to Data ("Sub-Processor") provided that it informs Customer of any

intended changes concerning the addition or replacement of any Sub-Processor, thereby giving

Customer the opportunity to object to such changes.

2.5 In case of appointment of a Sub-Processor under Section 2.4, the Service Provider shall put in place in writing with any Sub-Processor contractual obligations which are at least equivalent to the obligations imposed on the Service Provider pursuant to this Section 2 including obligations which provide sufficient guarantees from the Sub-Processor that the processing meets the requirements of the GDPR. The Service Provider shall be liable to Customer for any failure of any such Sub-Processor to comply with such equivalent data protection obligations (including where the Service Provider is in breach of its obligation to put such obligations in writing with the Sub-Processor), subject to the Limitation of Liability in the Agreement.

2.6 Where Customer’s establishment is located in the European Economic Area, United Kingdom or Switzerland (collectively “EEA”), where such Sub-processor is located in a country or territory outside the EEA that does not ensure, at least for the relevant sector, an adequate level of

protection within the meaning of article 45 of the GDPR (such as organisations in the U.S.A. that are accredited “Privacy Shield”), the Service Provider has executed on behalf and in the name of Customer, with such Sub-processor, a data transfer agreement containing the standard contractual clauses set out in decision 2010/87/EU, it being agreed that Customer hereby grants the Service Provider the authority to finalise and execute in its name such a data transfer agreement with any authorised Sub-processor and that this authority extends to filling in appendices 1 and 2 of such standard contractual clauses, to decide to include or not the illustrative indemnification clause proposed at the end of said standard contractual clauses and to agree any reasonable addendum or additional appendix containing interpretative provisions so as to make these clauses consistent with the terms of the relevant service agreement in relation, for example, to audit rights and appointment of sub-processors.

2.7 Standard Contractual Clauses. By signing this Addendum, the Service Provider is also signing the

standard contractual clauses attached as Annex 1 hereto (the "Standard Contractual Clauses") in

the Service Provider’s capacity as a Processor to Customer. The Standard Contractual Clauses

apply to the extent that Customer’s establishment is located in the EEA and the Service Provider

is located in a country or territory outside the European Economic Area that does not or ceases

to ensure, at least for the relevant sector, an adequate level of protection within the meaning of

article 45 of the GDPR. The Standard Contractual Clauses, when they apply, take precedence over

the rest of this Addendum to the extent of any conflict relating to Personal Data of individuals

located in the EEA.

Annex 1

Commission Decision C(2010)593

Standard Contractual Clauses (processors)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors

established in third countries which do not ensure an adequate level of data protection

Customer (the data exporter)

And

Titus (the data importer)

each a “party”; together “the parties”,

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards

with respect to the protection of privacy and fundamental rights and freedoms of individuals for the

transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

Clause 1

Definitions

For the purposes of the Clauses:

(a) 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data

subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European

Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the

processing of personal data and on the free movement of such data1;

(b) 'the data exporter' means the controller who transfers the personal data;

(c) 'the data importer' means the processor who agrees to receive from the data exporter personal

data intended for processing on his behalf after the transfer in accordance with his instructions and the

terms of the Clauses and who is not subject to a third country's system ensuring adequate protection

within the meaning of Article 25(1) of Directive 95/46/EC;

(d) 'the subprocessor' means any processor engaged by the data importer or by any other

subprocessor of the data importer who agrees to receive from the data importer or from any other

subprocessor of the data importer personal data exclusively intended for processing activities to be

carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms

of the Clauses and the terms of the written subcontract;

1 Parties may reproduce definitions and meanings contained in Directive 95/46/EC within this Clause if they

considered it better for the contract to stand alone.

(e) 'the applicable data protection law' means the legislation protecting the fundamental rights and

freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal

data applicable to a data controller in the Member State in which the data exporter is established;

(f) 'technical and organisational security measures' means those measures aimed at protecting

personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised

disclosure or access, in particular where the processing involves the transmission of data over a network,

and against all other unlawful forms of processing.

Clause 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are

specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3

Third-party beneficiary clause

1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a)

to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g),

Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually

disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal

obligations of the data exporter by contract or by operation of law, as a result of which it takes on the

rights and obligations of the data exporter, in which case the data subject can enforce them against such

entity.

3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g),

Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data

importer have factually disappeared or ceased to exist in law or have become insolvent, unless any

successor entity has assumed the entire legal obligations of the data exporter by contract or by operation

of law as a result of which it takes on the rights and obligations of the data exporter, in which case the

data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be

limited to its own processing operations under the Clauses.

4. The parties do not object to a data subject being represented by an association or other body if

the data subject so expressly wishes and if permitted by national law.

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data has been and will continue

to be carried out in accordance with the relevant provisions of the applicable data protection law (and,

where applicable, has been notified to the relevant authorities of the Member State where the data

exporter is established) and does not violate the relevant provisions of that State;

(b) that it has instructed and throughout the duration of the personal data processing services will

instruct the data importer to process the personal data transferred only on the data exporter's behalf and

in accordance with the applicable data protection law and the Clauses;

(c) that the data importer will provide sufficient guarantees in respect of the technical and

organisational security measures specified in Appendix 2 to this contract;

(d) that after assessment of the requirements of the applicable data protection law, the security

measures are appropriate to protect personal data against accidental or unlawful destruction or

accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves

the transmission of data over a network, and against all other unlawful forms of processing, and that these

measures ensure a level of security appropriate to the risks presented by the processing and the nature

of the data to be protected having regard to the state of the art and the cost of their implementation;

(e) that it will ensure compliance with the security measures;

(f) that, if the transfer involves special categories of data, the data subject has been informed or will

be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third

country not providing adequate protection within the meaning of Directive 95/46/EC;

(g) to forward any notification received from the data importer or any subprocessor pursuant to

Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to

continue the transfer or to lift the suspension;

(h) to make available to the data subjects upon request a copy of the Clauses, and a summary

description of the security measures, as well as a copy of any contract for subprocessing services which

has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial

information, in which case it may remove such commercial information;

(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause

11 by a subprocessor providing at least the same level of protection for the personal data and the rights

of data subject as the data importer under the Clauses; and

(j) that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the data importer2

2 Mandatory requirements of the national legislation applicable to the data importer which do not go beyond

what is necessary in a democratic society on the basis of one of the interests listed in Article 13(1) of Directive

The data importer agrees and warrants:

(a) to process the personal data only on behalf of the data exporter and in compliance with its

instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform

promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend

the transfer of data and/or terminate the contract;

(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the

instructions received from the data exporter and its obligations under the contract and that in the event

of a change in this legislation which is likely to have a substantial adverse effect on the warranties and

obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it

is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the

contract;

(c) that it has implemented the technical and organisational security measures specified in Appendix

2 before processing the personal data transferred;

(d) that it will promptly notify the data exporter about:

(i) any legally binding request for disclosure of the personal data by a law enforcement authority

unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a

law enforcement investigation,

(ii) any accidental or unauthorised access, and

(iii) any request received directly from the data subjects without responding to that request, unless it

has been otherwise authorised to do so;

(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing

of the personal data subject to the transfer and to abide by the advice of the supervisory authority with

regard to the processing of the data transferred;

(f) at the request of the data exporter to submit its data processing facilities for audit of the

processing activities covered by the Clauses which shall be carried out by the data exporter or an

inspection body composed of independent members and in possession of the required professional

qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in

agreement with the supervisory authority;

95/46/EC, that is, if they constitute a necessary measure to safeguard national security, defence, public security, the

prevention, investigation, detection and prosecution of criminal offences or of breaches of ethics for the regulated

professions, an important economic or financial interest of the State or the protection of the data subject or the rights

and freedoms of others, are not in contradiction with the standard contractual clauses. Some examples of such

mandatory requirements which do not go beyond what is necessary in a democratic society are, inter alia,

internationally recognised sanctions, tax-reporting requirements or anti-money-laundering reporting requirements.

(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract

for subprocessing, unless the Clauses or contract contain commercial information, in which case it may

remove such commercial information;

(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its

prior written consent;

(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;

(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the

data exporter.

Clause 6

Liability

1. The parties agree that any data subject, who has suffered damage as a result of any breach of the

obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive

compensation from the data exporter for the damage suffered.

2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1

against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their

obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or

ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue

a claim against the data importer as if it were the data exporter, unless any successor entity has assumed

the entire legal obligations of the data exporter by contract of by operation of law, in which case the data

subject can enforce its rights against such entity.

The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own

liabilities.

3. If a data subject is not able to bring a claim against the data exporter or the data importer referred

to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred

to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually

disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data

subject may issue a claim against the data subprocessor with regard to its own processing operations

under the Clauses as if it were the data exporter or the data importer, unless any successor entity has

assumed the entire legal obligations of the data exporter or data importer by contract or by operation of

law, in which case the data subject can enforce its rights against such entity. The liability of the

subprocessor shall be limited to its own processing operations under the Clauses.

Clause 7

Mediation and jurisdiction

1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights

and/or claims compensation for damages under the Clauses, the data importer will accept the decision of

the data subject:

(a) to refer the dispute to mediation, by an independent person or, where applicable, by the

supervisory authority;

(b) to refer the dispute to the courts in the Member State in which the data exporter is established.

2. The parties agree that the choice made by the data subject will not prejudice its substantive or

procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

Cooperation with supervisory authorities

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so

requests or if such deposit is required under the applicable data protection law.

2. The parties agree that the supervisory authority has the right to conduct an audit of the data

importer, and of any subprocessor, which has the same scope and is subject to the same conditions as

would apply to an audit of the data exporter under the applicable data protection law.

3. The data importer shall promptly inform the data exporter about the existence of legislation

applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any

subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the

measures foreseen in Clause 5 (b).

Clause 9

Governing Law

The Clauses shall be governed by the law of the Member State in which the data exporter is established,

namely France.

Clause 10

Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding

clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11

Subprocessing

1. The data importer shall not subcontract any of its processing operations performed on behalf of

the data exporter under the Clauses without the prior written consent of the data exporter. Where the

data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it

shall do so only by way of a written agreement with the subprocessor which imposes the same obligations

on the subprocessor as are imposed on the data importer under the Clauses3. Where the subprocessor

fails to fulfil its data protection obligations under such written agreement the data importer shall remain

fully liable to the data exporter for the performance of the subprocessor's obligations under such

agreement.

2. The prior written contract between the data importer and the subprocessor shall also provide for

a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to

bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the

data importer because they have factually disappeared or have ceased to exist in law or have become

insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data

importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited

to its own processing operations under the Clauses.

3. The provisions relating to data protection aspects for subprocessing of the contract referred to in

paragraph 1 shall be governed by the law of the Member State in which the data exporter is established,

namely France.

4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and

notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list

shall be available to the data exporter's data protection supervisory authority.

Clause 12

Obligation after the termination of personal data processing services

1. The parties agree that on the termination of the provision of data processing services, the data

importer and the subprocessor shall, at the choice of the data exporter, return all the personal data

transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify

to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it

from returning or destroying all or part of the personal data transferred. In that case, the data importer

warrants that it will guarantee the confidentiality of the personal data transferred and will not actively

process the personal data transferred anymore.

2. The data importer and the subprocessor warrant that upon request of the data exporter and/or

of the supervisory authority, it will submit its data processing facilities for an audit of the measures

referred to in paragraph 1.

3 This requirement may be satisfied by the subprocessor co-signing the contract entered into between the data

exporter and the data importer under this Decision.

On behalf of the data exporter: Customer

Name (written out in full):

Position:

Address:

Other information necessary in order for the contract to be binding (if any):

Signature……………………………………….

On behalf of the data importer: Titus

Name (written out in full):

Position:

Address:

Other information necessary in order for the contract to be binding (if any):

Signature……………………………………….

Appendix 1 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties.

The Member States may complete or specify, according to their national procedures, any additional

necessary information to be contained in this Appendix.

Data exporter

The data exporter is (please specify briefly your activities relevant to the transfer):

_______________________________________________________________________

Data importer

The data importer is (please specify briefly activities relevant to the transfer):

A provider of software as a service consisting of system administration, system management, and system

monitoring activities that Titus performs for Customer.

Subject matter of processing:

Software as a service consisting of system administration, system management, and system monitoring

activities that Titus performs for Customer.

Duration of Processing:

Until expiry/termination of the Agreement, payment of all sums owing under the Agreement, settlement

of all disputes under the Agreement and lapsing of any applicable limitation period.

Nature and purpose of the processing:

Enablement of the Customers within the Service.

Responding to Customer support tickets.

Troubleshooting of Customer configurations such as schemas and labels.

Type of Personal Data:

The Processing activities of the Data Processor relate to the following categories of Personal Data:

Name, physical address, email address

Categories of Data Subjects:

Customers of and/or end users of the services;

Customer’s affiliates if applicable;

Employees, consultants, agents, advisors or other contact persons of Customer and/or its Affiliates; and/or

Any user authorized to use the Services.

Processing Instructions:

The Service provider shall perform the Services set out in the Agreement involving system

administration, system management, and system monitoring activities.

DATA EXPORTER

Name:

Authorised Signature ……………………

DATA IMPORTER

Name:………………………………

Authorised Signature ……………………

Appendix 2 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties.

Description of the technical and organisational security measures implemented by the data importer in

accordance with Clauses 4(d) and 5(c) (or document/legislation attached):

Data Importer will maintain technical and organizational security measures, as defined in Annex 2 to the

Data Processing Addendum.

Appendix 3

This Appendix sets out additional clauses on business-related issues that shall apply to the greatest extent

that they do not contradict the Clauses, in accordance with FAQ II.7 of the Article 29 Working Party Paper

WP 176 entitled "FAQs in order to address some issues raised by the entry into force of the EU Commission

Decision 2010/87/EU of 5 February 2010 on standard contractual clauses for the transfer of personal data

to processors established in third countries under Directive 95/46/EC":

1. Data exporter acknowledges and agrees that its right to suspend the transfer of data and/or

terminate the contract under Clause 5(a) and Clause 5(b) is subject to the remediation periods and

materiality thresholds set out in the Main Agreement.

2. Data exporter acknowledges and agrees that its audit right under Clause 5(f) must be exercised in

accordance with section 2.3(g) of the Addendum.

3. Data exporter acknowledges and agrees that the prior written consent required in case of sub-

processing pursuant to Clause 5(h) is already given in section 2.3(a) of the Addendum, in accordance with

FAQ II.1 of the above-mentioned Article 29 Working Party Paper WP 176.

4. Data exporter acknowledges and agrees that its right under Clause 5(j) to receive a copy of any

sub-processor agreement is subject to such reasonable confidentiality restrictions as may be provided for

in such sub-processor agreement.

5. Data exporter acknowledges and agrees that any claim made by data exporter against data

importer under the Clauses shall be subject to the terms and conditions, including but not limited to, the

exclusions and limitations set forth in the Main Agreement.

DATA EXPORTER

Name:

Authorised Signature ……………………

DATA IMPORTER

Name:………………………………

Authorised Signature ……………………

Annex 2

Technical and Organisational Measures

Service Provider has in place the following technical and organizational measures regarding the Processing

of the Personal Data specified in Annex 1

1. Security Policy and Counsellor, Supervision, Inspection and Maintenance

Service Provider has drawn up a written policy in relation to data security. This policy includes a

description of how to manage security incidents, the awareness-raising process for the policy within the

organisation and the various responsibilities and organizational rules. It also specifies measures for

keeping the security system up-to-date.

The policy has been approved and shared within the organisation. A reassessment of the technical and

organisational measures is performed on a regular basis in order to ensure that the initial goals and the

measures taken remain up-to-date so that improvements can be made if necessary. The policy will be

adapted where necessary as a result of modifications or reassessment.

Service Provider has appointed a data protection officer (“DPO”) who oversees the implementation of the

policy.

2. Organization and Human Aspects of Security

Service Provider has made available adequate resources to organize data security.

• Information classification procedures have been elaborated. Whenever necessary, an

inventory can be drawn up and all Personal Data being processed can be localized,

irrespective of the type of data carrier.

• Guidelines on Personal Data protection have been distributed within the organisation in

order to ensure that all employees participating in the Processing of Personal Data are

sufficiently informed about their duties and responsibilities during Processing operations.

3. Access control to premises and facilities

Service Provider has implemented the following measures to avoid the access of unauthorised persons to

the carriers of Personal Data and computer systems by which the Personal Data is processed or used:

• Access to the involved data processing centres is regulated.

• All persons need to identify themselves to gain access to a data processing centre. This

requires an identity card issued by Service Provider. There are documented processes for

the issuing of identity cards by Service Provider. The ownership and the return of this

identity card is followed and examined.

• Records of visitors are made. Visitors are provided with temporary identity cards and need

to be accompanied by an employee of Service Provider to gain access to the data

processing centre.

• Only authorised employees of Service Provider have the right to get electronic access

cards for the processing centre.

• Standardised security measures exist and are carried out in the data processing centre

following industry recognized best practices including electronic access control systems

by card access, alarm systems, cameras and security staff. The equipment is inspected on

a regular basis.

4. Access control to systems and data

Service Provider takes the following measures to avoid the use by unauthorised persons of equipment by

which Personal Data is processed:

• Secured access connections and technologies for the authentication control are implemented to

regulate the access to Service Provider’s systems.

• Encryption is used to secure user authentications.

• Unique login names, strong passwords, multi-factor authentication, and periodic examinations of

the access lists are used to ensure the appropriate use of user accounts. For critical systems,

separate individual accounts from the user’s regular accounts are applied. All groups which have

access to Service Provider’s services are controlled by a regular examination. All named measures

are described in a formalised concept of authorisation.

5. Access Authority Control

Service Provider ensures: (a) that authorized users who have access to the data processing systems for

the use as set out in Annex 1 can only access Personal Data within their processing authorization; and (b)

that the unauthorized reading, copying, change or deletion of Personal Data is excluded during use or

Processing or after the storing of Personal Data.

The granting of access rights is based on the job responsibilities of the user for the use as set out in Annex

1 and on a need-to-know basis and must be authorised and granted by management. The access to

productive systems is only granted to users who are periodically trained and authorised for the

corresponding action. The access to productive systems is also immediately withdrawn in case of a

termination of the contract of employment or in case of an assignment of a different task.

6. Disclosure control

Service Provider takes the following measures to ensure that Personal Data is not read, copied, altered or

removed during the process of electronic transmission, during the transport or storage of data on data

carriers.

• Remote access to data on Service Provider’s production machines depends on multi-factor

authentication.

• The transmission of Personal Data to and from the Service Provider’s network is completed with

the help of commonly accepted security and encryption technologies.

• The data processing systems are protected against the risk of intrusion with the help of suitable

software and hardware whose effectiveness and updating is checked periodically. Changes on the

hardware-based network components or on their configurations need management approval and

are subject to a change management process.

• Service Provider has a firewall configuration regulation which defines acceptable ports. Only used

ports and services are open. The access for the amendment of the firewall configuration is

restricted to an internal team of security experts. Such team regularly examines critical firewall

regulations.

7. Input control

Service Provider takes the following measures to ensure that it can be examined and determined

subsequently if and by whom Personal Data have been entered into data processing systems, altered or

removed:

• Effective input control is applied to ensure that Personal Data cannot be read, copied, modified

or re-modified without authorization in the course of Processing or use and after storage. All

access requests are logged, and their compliance is monitored.

8. Job control

Service Provider takes the following measures to ensure that the Processing of Personal Data is made in

correspondence with the instructions:

• The functions and obligations of individuals with access to the Personal Data are clearly defined,

updated and documented. Measures are adopted to make staff familiar and periodically trained

with respect to the specific rules applicable to their functions and the consequences of any breach

of these rules.

9. Availability control

Service Provider takes the following measures to ensure that Personal Data is protected against damage

by accident or loss:

• Personal Data is protected from accidental destruction or loss through effective retrieval systems,

disaster recovery and business continuity planning. Procedures include ensuring data can be

reconstructed in the state it was at the time it was last backed up.

10. Security Incident and Continuity Management

The security policy contains a precise description of the steps to be taken when a security incident relating

to Personal Data is detected in order to return to the normal situation as quickly as possible.

The procedure for reporting and managing security incidents includes a record of each incident, the time

at which it occurred, the person reporting it, to whom it was reported and the effects thereof.

The circumstances of any incident are to be analysed in order to elaborate preventive measures or make

adaptations to avoid a repetition of this type of incident.

11. Segregation control

Service Provider undertakes the following measures to separate the Processing of collected data for

different purposes:

• Each data Processing is made on server systems which are separated by a system of logical and

physical access controls in the network.

• The Personal Data Processing is only made for the purpose specified in this Agreement.

12. Documentation

The Service Provider has completed centralised documentation relating to security, which is complete and

formalized and shared with employees.

Documentation includes: the identity of the DPO, security policies, the implementation of security

measures, an inventory of the Personal Data being processed, their localisation and the operations

performed on them, listing of those having access to the data; system and network configuration,

technical documentation about the security controls, security control test plans, incident reports, audit

reports, if any.