DATA CLEANSER™ Master Subscription Agreement (“Agreement”) ####BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF STRATUS CLOUD SOLUTIONS INC.’s ONLINE SERVICE ("APPLICATION SERVICE"). ####IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. ####IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE APPLICATION SERVICE. THIS AGREEMENT IS EFFECTIVE WHEN YOU CLICK “I ACCEPT” BELOW (“EFFECTIVE DATE”). ####Stratus Cloud Solutions Inc. (“Stratus Cloud”) offers a 30-day no-cost trial of its Application Service with no further obligation. At the end of your 30-day free trial, you must pay Stratus Cloud the applicable subscription fees to continue use of the Application Service. ####1 The Application Service ####This Agreement governs your use of the Stratus Cloud Application Service identified during the ordering process. Stratus Cloud operates and maintains the Application Service. ####2 License Grant & Restrictions ####2.1 Subscription to the Application Service. Subject to the terms of this Agreement, Stratus Cloud hereby grants to you a limited, non-sub licensable, non-transferable, non-exclusive subscription to access and use (without right to modify) the Application Service by the number of Users for which you have paid the applicable subscription fee and solely for your internal business purposes of creating reports or other output allowed by the Application Service. Stratus Cloud and its licensors, if any, reserve all rights not expressly granted to you in this Agreement. ####2.2 Additional Users. If you wish to add additional Users (“Additional Users”), you must submit a new executed order form in a form reasonably acceptable to Stratus Cloud (“New Order Form”). Upon Stratus Cloud’s acceptance of the New Order Form, Stratus Cloud shall make the Application Service available to the Additional Users on the terms and conditions set forth in this Agreement and the accepted New Order Form. With respect to Additional Users: (i) the term of the Additional Users’ access to the Application Service will be coterminous with the pre-existing subscription term (either initial term or renewal term), and (ii) you will be responsible for any additional fees for the Additional Users in full for the month in which the New Order Form is accepted by Stratus Cloud. ####2.3 Restrictions. You shall not (i) license, sublicense, sell, resell, use as a service bureau, or otherwise use the Application Service for a third party’s benefit unless such use has been authorized by Stratus Cloud; (ii) transfer, assign, distribute or otherwise commercially exploit or make the Application Service, Stratus Cloud System or Content available to any third party not authorized by Stratus Cloud; (iii) modify or make derivative works based upon the Application Service or the Content; (iv) create Internet “links” to the Application Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; (v) reverse engineer or decompile the Application Service or Stratus Cloud System; (vi) interfere with in any manner the Application Service or Stratus Cloud System, or (vii) access the Application Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. ####3 Your Responsibilities ####3.1 You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, provincial, national and foreign laws, treaties and regulations in connection with your use of the Application Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Application Service, and will notify Stratus Cloud promptly of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Stratus Cloud immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Stratus Cloud user or provide false identity information to gain access to or use the Application Service. You will not attempt to use your access to the Application Service to knowingly interfere with or disrupt the integrity or performance of the Application Service or the data contained therein. ####4 Security; Customer Data ####4.1 Processing of Data. You acknowledge and agree that in order to provide the Application Service to you, you must allow the Application Service brief but periodic access to your Salesforce.com account to retrieve, manipulate, process, and modify Customer Data (“Process”), and you expressly consent to the Application Service’s accessing your Salesforce.com account to Process Customer Data solely as is necessary to provide Application Service. If the Application Service cannot for any reason access your Salesforce.com account or Process Customer Data, Stratus Cloud may not be able to provide you the Application Service, and Stratus Cloud will be excused from any non-performance of Application Service arising from your failure to allow Stratus Cloud access to your salesforce.com account or Process Customer Data. You acknowledge that to provide the Application Service, Customer Data leaves the Salesforce.com system. Salesforce.com is not responsible for Customer Data when it is outside of the Salesforce.com system. ####4.2 Customer Data. Stratus Cloud does not own Customer Data. You are solely responsible for Customer Data, including without limitation the accuracy, quality, integrity, legality, reliability, appropriateness of Customer Data, and any intellectual property ownership or right to use Customer Data. You will not provide, post or transmit any Customer Data that: (a) infringes or violates any intellectual property rights, publicity/privacy rights, law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information. Stratus Cloud is under no obligation to review Customer Data for accuracy or potential liability. ## ## ## ####5 Support and Application Service Levels ####5.1 Support. If you have paid Stratus Cloud all applicable fees due, Stratus Cloud will provide Support Services to you during Business Hours. To receive Support Services, you must email support@stratuscloudsolutions.com. Support Services will be provided for a commercially reasonable number of Support Incidents. Status Cloud will use commercially reasonable efforts to respond to all customer service queries regarding the Application Service within two (2) business days. ####5.2 Application Service Levels. Subject to the terms of this Agreement, the Application Service “Uptime” will generally be equal to or greater than 99% in each calendar quarter and the Application Service will perform in substantial conformance with Stratus Cloud’s published documentation (“Application Service Level”), except for Excluded Downtime, where “Uptime” = (Total Minutes – Unplanned Downtime – Excluded Downtime) / (Total Minutes – Excluded Downtime) x 100. You are solely responsible for providing, at your own expense, all network access to the Application Service, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary to connect to, access and use the Application Service. As your sole and exclusive remedy and Stratus Cloud’s sole liability for Stratus Cloud’s non-conformance with the Application Service Level, if the Application Service Level is not met, you may terminate this Agreement pursuant to Section 9. ####6 Intellectual Property Ownership ####6.1 Ownership. Stratus Cloud and its licensors own all right, title and interest, including all related Intellectual Property Rights, in and to the Stratus Cloud Technology, the Content and the Application Service, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Application Service. The Data Cleanser trade mark, Data Cleanser trade name and Data Cleanser logo, if any, and the product names associated with the Application Service are trade marks of Stratus Cloud or third parties. ####6.2 Customer Duties. You retain all right, title and interest in and to the Customer Data. You grant to Stratus Cloud all necessary licenses and rights in and to Customer Data solely as necessary for Stratus Cloud to provide the Application Service to you or as required by law. You will be solely responsible for providing all Customer Data required for the proper operation of the Application Service. Stratus Cloud will not knowingly use or access any Customer Data except as necessary to provide the Application Service or as otherwise authorized by you. ####7 Fees, Billing, Renewal ####7.1 Fees. Fees for the Application Service are described in the associated Stratus Cloud’s Quote or Invoice. Any renewal charge for the Application Service will be equal to the then-current number of total User licenses times the then-current fees. Other Application Services will be charged on an as-quoted basis. Stratus Cloud can modify the prices by providing you at least 30 days prior notice before the next renewal term of the Agreement. All amounts are quoted in and you must pay all amounts owed in U.S. Dollars. Nothing in this Agreement precludes the payment to Stratus Cloud of any commissions, referral fees, or other compensation directly to Stratus Cloud by third parties. ## ####7.2 Billing; Payment. Stratus Cloud will issue an invoice to you on or shortly after the Effective Date and on or before the expiration date for renewal periods. All amounts described in the invoice are due within 30 days of your receipt of the invoice. All payment obligations are non-cancellable and all amounts paid are non-refundable. If you add Additional Users to the Application Service (or allow use of the Application Service by more than the paid-for number of Users), Stratus Cloud may invoice you for the additional applicable fees. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. You must provide Stratus Cloud with complete and accurate billing and contact information. ####7.3 Non-Payment and Suspension. In addition to any other rights granted to Stratus Cloud herein, Stratus Cloud reserves the right to suspend or terminate this Agreement and your access to the Application Service if you fail to pay any undisputed amount owed within 30 days of its due date. Overdue amounts are subject to a late charge of 2.0% per month plus all expenses of collection. If you or Stratus Cloud initiates termination of this Agreement, you will be obligated to pay the balance due on your account. Stratus Cloud reserves the right to impose a reconnection fee in the event the Application Service is suspended. ####8 Term ####8.1 This Agreement commences on the Effective Date and will continue for an initial term of one (1) year (“Initial Term”) from the Subscription Start Date specified in the associated Stratus Cloud’s Quote or Invoice unless terminated earlier as allowed in this Agreement. Upon the expiration of the Initial Term, the term of this Agreement will automatically extend for successive renewal terms of 1 year at Stratus Cloud’s then-current fees, provided that either party may terminate this Agreement or reduce the number of seats, effective upon the expiration of the Initial Term or the then-current extension period, by notifying the other party in writing at least 30 business days prior to the expiration of the Initial Term or then-current extension term, as applicable term. In the case of free trials, notifications provided through the Application Service indicating the remaining number of days in the free trial shall constitute notice of termination. Stratus Cloud reserves the right to terminate any trial period, at any time without notice. ####9 Suspension; Termination for Cause ####9.1 If you are in breach of this Agreement, Stratus Cloud may suspend your access to and use of the Application Service until you have cured the breach. Additionally, either party may terminate this Agreement upon written notice if the other party materially breaches the Agreement and does not cure such breach (if curable) within 30 days after written notice of such breach. Upon the termination of this Agreement for any reason: (a) any amounts owed to Stratus Cloud by you under this Agreement before such termination will become immediately due and payable; (b) each party will return to the other all property of the other party in its possession or control, and (c) Stratus Cloud will remove all Customer Data from the Stratus Cloud System and all your access to or use of the Application Service will be immediately suspended. The rights and duties of the parties under Sections 2.3, 3, 6-15, 17, and 18 will survive the termination or expiration of this Agreement. ####10 Representations & Warranties ####10.1 Mutual Warranty. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. ####10.2 Customer Data Warranty. You represent and warrant that you own or have obtained all rights, consents, permissions, or licenses necessary to allow Stratus Cloud access to, possession of, manipulation of, and use of the Customer Data. ####11 Disclaimer of Warranties ####11.1 EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5, STRATUS CLOUD AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE APPLICATION SERVICE OR ANY CONTENT, AND THE APPLICATION SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS, AS-AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY STRATUS CLOUD AND ITS LICENSORS. ####12 Indemnification ####12.1 Indemnity. You shall indemnify and hold Stratus Cloud, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including lawyers fees and costs) arising out of or in connection with: (i) a claim arising from or related to Stratus Cloud’s access to, possession of, manipulation of, and use of the Customer Data as is necessary to provide the Application Service; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties, (iii) a claim arising from Stratus Cloud’s access to your salesforce.com account. ####13 Internet; Delays ####13.1 YOU ARE SOLELY RESPONSIBLE FOR PROVIDING INTERNET ACCESS IN ORDER TO ACCESS AND USE THE APPLICATION SERVICE. THE APPLICATION SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. STRATUS CLOUD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. ####14 Limitation of Liability ####14.1 EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, OR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID OR PAYABLE FROM YOU IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE APPLICATION SERVICE, OR THIS AGREEMENT,EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ####15 Confidentiality. ####15.1 Confidential Information. Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) certain information regarding the business, products, or services of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, and other confidential or proprietary information, including information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party (“Confidential Information”). ####15.2 Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than exercising its rights or exercising its obligations under this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of the Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty under this Section 15.1. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. ####15.3 Exceptions. The Receiving Party’s obligations under Section 15.2 with respect to any Confidential Information of the Disclosing Party will terminate if such information: (a) was already known to the Receiving Party without restriction at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under the Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure. ####15.4 Return of Confidential Information. The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party upon the expiration or termination of the Agreement. The Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section 15.4. ####16 Assignment; Change in Control ####16.1 This Agreement may not be assigned by you without the prior written approval of Stratus Cloud, (such approval not to be unreasonably withheld) but may be assigned without your consent by Stratus Cloud in connection with (i) a merger, consolidation, or similar transaction involving (directly or indirectly) Stratus Cloud, (ii) a sale, lease, license, or other disposition of all substantially all of the assets of Stratus Cloud, or (iii) any other form of combination or reorganization involving (directly or indirectly) such party. Any purported assignment in violation of this section shall be void. ####17 General ####17.1 The Application Service is operated by Stratus Cloud from its offices within the Province of Ontario, Canada. By accessing the Application Service, you agree that any claim relating to the Service shall be governed exclusively by the laws of the Province of Ontario, Canada, without regard to its conflict of law provisions as applied to agreements entered into and completely performed in Ontario, provided that Stratus Cloud reserves the right to pursue a user, civilly and criminally in any jurisdiction having control over the user or the assets of the user. Stratus Cloud makes no representation that materials on the Application Service are appropriate or available for use in other jurisdictions, and accessing the Application Service from locations where any part of the Application Service is illegal is prohibited. Those who to access the Application Service from other locations do so at their own discretion and are solely responsible for compliance with local laws. The parties are independent contractors and this Agreement does not create any joint venture, partnership, employment, or agency relationship between you and Stratus Cloud. The failure of Stratus Cloud to enforce any right or provision in this Agreement shall not constitute a waiver of that or any future right or provision unless acknowledged and agreed to by Stratus Cloud in writing. This Agreement, together with any associated Stratus Cloud’s quote or invoice, comprises the entire agreement between you and Stratus Cloud and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein, including any previously executed electronic version of an Stratus Cloud subscription agreement, commonly known as a clickthrough (“Clickthrough”). After the Effective Date, if you execute a Clickthrough, such execution as well as the electronic version will be void and of no force or effect. All notices, required or permitted under this Agreement must be delivered in writing by courier, facsimile, or by certified or registered mail (postage prepaid and return receipt requested) to the other party at its address set forth in this Agreement. Notice hereunder will be effective upon receipt or 3 days after being deposited in the mail as required above with the postal authority of the receiving party’s county, whichever occurs sooner. Any notice to Stratus Cloud will be delivered to Stratus Cloud Solutions Inc., 98 William Bowes Blvd., Maple, Ontario, Canada, L6A 4K4. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any Force Majeure. This Agreement may be signed by facsimile or electronic signature, and/or in counterparts, each of which will constitute an original, but all of which together will constitute the same instrument. ####18 Definitions ####18.1 As used in this Agreement the following terms have these meanings: ####“Application Service” means Stratus Cloud’s Data Cleaner™ online, web-based, add-on software, which is accessible via the Salesforce.com Appexchange and Force.com Platform API (being the web-based technology platform). ####“Business Hours” shall mean the hours between 9 am and 5 pm EST, Monday through Friday, excepting recognized Canadian national and Ontario provincial holidays. ####“Content” means the visual information, documents, software, products and services contained or made available to you in the course of using the Application Service, other than Customer Data. ##“Customer Data” means any data, information (including without limitation personally identifiable information), content, templates, forms, or material provided, made available, or submitted by you to the Application Service or retrieved by the Application Service from your Salesforce.com account, if any. ##“Excluded Downtime” means any time the Application Service is not available because of a Force Majeure or Planned Downtime. ##“Force.com Platform API” means the online technology platform provided by Salesforce.com for the sale and distribution of Data Cleanser™ on the Salesforce.com Appexchange. ##“Force Majeure” means events or circumstances beyond a party’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Stratus Cloud’s employees or contractors), telecommunications or network failures or delays, computer failures involving hardware or software not within Stratus Cloud’s possession or reasonable control, and acts of vandalism (including network intrusions and denial of service attacks). ##“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trade marks, service marks, trade names, domain name rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature now known or hereafter devised anywhere in the world. ##“License Administrator(s)” mean those Users designated by you who are authorized to purchase licenses and otherwise administer your use of the Application Service. ##“License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Application Service. ##“Planned Downtime” means any period of time during which the Application Service is unavailable due to Stratus Cloud’s planned maintenance and support of the Application Service or Stratus Cloud System, if any, for which Stratus Cloud gives you at least 48 hours prior notice. Except for urgent circumstances (e.g., a system failure or security threat), Planned Downtime will occur from 10:00PM Friday through 4:00 AM Monday, EST. ##“Salesforce.com Service” means the service provided by Salesforce.com to which you must be a subscriber in order to obtain the Application Service. ##“Salesforce.com” means Salesforce.com, Inc. (The Landmark at One Market, Suite 300, San Francisco, CA, 94105, USA) or otherwise. ##“Salesforce.com Appexchange” means the listing service provided by Salesforce.com, accessible via https://sites.secure.force.com/appexchange/listing or another designated web site or IP address for the sale and/or distribution of third party applications. ##“Stratus Cloud System” means the hardware, software, network equipment, and other technology, if any, used by Stratus Cloud to deliver the Application Service. ##“Stratus Cloud Technology” means the Stratus Cloud System, and any other of Stratus Cloud’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you, if at all, by Stratus Cloud in providing the Application Service. ##“Support Incident” means (i) a basic question related to the use or configuration of the Application Service, or (ii) a reproducible non-conformity in the Application Service causing the Application Service not to operate in substantial conformance with the applicable Documentation. ##“Support Services” means technical assistance provided by Stratus Cloud personnel to Stratus Cloud relating to Support Incidents. ##“Total Minutes” means the total number of minutes in the calendar quarter at issue. ##“Unplanned Downtime” means any time the Application Service is not available because of an event or circumstance other than Planned Downtime. ##“User(s)” mean your employees, representatives, consultants, contractors or agents who are authorized to use the Application Service and have been supplied user identifications and passwords by you (or by Salesforce.com at your request).
