Product License and End User License Agreement

for

FLAGPOST SOLUTION

The following summary ("Summary of Terms") is subject to the terms and conditions set out in the schedules to this agreement (and together, this Summary of Terms and all schedules are the "Agreement").

If any End-User does not agree to this Agreement, such End-User shall agree to not use the Flagpost Solution and in doing so shall not be granted a license to the Flagpost Solution. See "Acceptance of the Terms", below.

SCHEDULE "A"

TERMS AND CONDITIONS TO THE PRODUCT LICENSE AND END-USER LICENSE AGREEMENT

FOR

FLAGPOST AI SOLUTION

1. PARTIES ACCESSING THE SOFTWARE AGREE TO BE BOUND BY OUR TERMS

This Agreement will govern each End-User's access of the Flagpost AI Solution, whether accessed on a computer, mobile phone, or any other device connected to the internet.

No End-User may use the Flagpost Solution or accept this Agreement if such End-User is not of a legal age to form a binding contract with us. In accepting this Agreement, each End-User represents that such End-User has the capacity to be bound by them, and if such End-User is acting on behalf of the Client, that such End-User has the authority to bind such company or entity (and in which case Client will refer to that company or entity). No individual End-User has personal liability, release, or indemnification obligations under this Agreement; the Client is responsible for its and its End-Users' compliance.

2. AMENDMENT

Pursuant to the amendment restrictions set out in Applicable Law (defined below), the Company may add to, discontinue or revise this Agreement or any aspect, mode, design, or service provided under the Flagpost Solution which include but are not limited to the:

1. scope of the features;
2. timing of the features;
3. software/hardware required for access to the Flagpost Solution; and
4. geographic locations or jurisdictions in which certain features may be available.

The Company may amend this Agreement without notice for non-material amendments. In the event of a material change during the Initial Term or prior to a Renewal Term, the Company will provide the Client and End-User with thirty (30) days' notice (or the minimum notice period as required under Applicable Law, whichever is greater) of any such change (including changes in pricing) via e-mail to the e-mail address supplied to the Company by the Client or End-User, setting out:

1. the new or amended agreement terms;
2. how such terms read formerly;
3. the date of the coming into force of the amendment;
4. the means in which to respond to the notice of amendment and the effects of not responding;
5. the option to either terminate the agreement or retain the existing agreement unchanged; and
6. the language of this provision with reference to the applicable consumer protection legislation rules for amending this Agreement and making any additional requirements for amendments as prescribed by law (if any).

It is the End-User's responsibility to review notices of material changes. The Company highly recommends that each End-User read any amendments carefully. Unless explicit consent is required by the law, the Company has the right to assume that each End-User accessing the Flagpost Solution through the Flagpost Solution registration has accepted the change to this Agreement, unless the End-User notifies the Company to the contrary, no later than thirty (30) days after the amendment comes into force (or the minimum number of days as required under Applicable Law, whichever is greater), that such End-User desires to cancel the contract or deregister or unsubscribe from access to the Flagpost Solution.

The Company will post the most current terms to this Agreement conspicuously within the Flagpost Solution or on the Company's website, and the End-User's use of the Flagpost Solution will be subject to the most current terms as posted at such time. It is the End-User's responsibility to visit this page to find any updates that may have been made to the Agreement. Each End-User hereby agrees that the Company shall not be liable to such End-User for any amendments to the Agreement.

3. SUSPENSION AND TERMINATION

Deactivating End-User Accounts: The Client may deactivate End-User accounts through the Flagpost Solution menu ("Deactivation Procedure"). For assistance deactivating End-User accounts, the Client may reach out to the Company via email at support@flagpost.ai.

Suspension: The Company may suspend provision of the Flagpost Solution in the event that the Client fails to make any payment when due, the Client ceases to carry on its business in the normal course, or if an event of Prohibited Use (as described in Schedule "B" to this Agreement) occurs, or if the End-User is in material breach of the Agreement. A suspension event shall be included in the definition of End-User material breach.

Termination by End-User: The End-User may terminate its relationship with the Company by notifying the Company via email at support@flagpost.ai.

Termination by Company: At the Company's discretion, the Company may terminate this Agreement immediately at any time and for any reason including, but not limited to:

1. a material breach of this Agreement by the End-User, including failure to make payments when due;
2. In the event that amounts payable by the Client for an End-User remain unpaid thirty (30) days after an invoice is delivered, the Company may terminate the corresponding End-User's subscription to the Flagpost Solution;
3. if the End-User has not adhered to any or all the provisions of the Agreement (including failure to pay fees when due) or if it appears that the End-User does not intend to or is unable to comply with the Terms, such determination to be made solely at the Company's discretion;
4. if the Company is required to terminate the relationship by law;
5. if the Company receives any notice of or discovers any event of Prohibited Use;
6. if provision of the Flagpost Solution is no longer commercially viable for the Company; and
7. if the Company has changed the Company's Agreement or privacy policy and has not received the End-User's required consent, pursuant to the amendment provision in this Agreement.

Effect of Termination: Upon termination of this Agreement with the End-User, the Company immediately revokes the End-User's license to use the Flagpost Solution and may block all access to the End-User's account. On termination, or on Client request, the Company will delete or return End-User Data within thirty (30) days, and will certify deletion on request.

4. USE OF THE PRODUCT

In order to use the Flagpost Solution, the Client must first pay all amounts due under the corresponding Orders. The End-User understands and agrees that a representative of the Client's organization may set up and activate the End-User's account on the End-User's behalf.

Registration Information: The End-User agrees and understands that the End-User is responsible for maintaining the confidentiality of the End-User's password, name, e-mail address and any other details which allow the End-User access to their instance of the Flagpost Solution ("User ID"). The End-User agrees to keep the End-User's password secure. The Company will not be liable if the Company is unable to retrieve or reset a lost password. If the End-User becomes aware of any unauthorized use of the End-User's password or account, the End-User agrees to notify the Company via e-mail at support@flagpost.ai as soon as possible.

Competitors: The End-User may not open an account if the End-User is a competitor of the Company.

Permitted Uses: The End-User agrees to use the Flagpost Solution only for purposes that are permitted, both by the Agreement and by any Applicable Law, regulation, or generally accepted practices or guidelines, in relevant local, national, and international jurisdictions. The End-User agrees to adhere to any applicable privacy of personal information laws and regulations.

Unauthorized Access: The End-User agrees to only access (or try to access) and use the Flagpost Solution through interfaces provided by the Company. The End-User shall not access (or try to access) and use the Flagpost Solution through any automated means, including, but not limited to, scrapers, scripts, robots, or web crawlers. The End-User agrees not to use or attempt to use another End-User's account. The End-User agrees not to impersonate any person or entity, or falsely state or otherwise misrepresent the End-User, the End-User's personal information, or the End-User's affiliations with any person or entity. The End-User agrees not to exceed or attempt to exceed the number of licenses specifically granted to the Client on the Invoice, between the Client and Company as amended by mutual written agreement from time to time including, without limitation, by sharing accounts or User ID.

Moderation of content created by the End-User: The End-User understands and agrees that although the Company is not required to moderate the End-User's use of the Flagpost Solution, it may in its sole judgment review and delete any content in whole or in part, for any reason whatsoever, which without limitation, violate this Agreement or which might be objectionable, offensive, indecent, illegal, or that might violate the rights, harm, or threaten the safety of others.

End-User Responsibility: The End-User agrees that End-User is solely responsible for any breach of the End-User's obligations under the Agreement and for the consequences of any such breach. The Company has no responsibility to the Client and End-User or to any third party for such breaches or the consequences of such breaches (including losses or damage that the Company may incur).

User Responsibility for Equipment: The End-User agrees to be responsible for obtaining and maintaining any software, browsers, hosting services, other equipment and ancillary services needed to connect to, access or otherwise use the Flagpost Solution.

5. PRIVACY

The End-User's privacy is very important to the Company. The Company maintains industry standard organizational, administrative, physical, and technical security measures designed to keep the Flagpost Solution secure. Please review the Company's Privacy Policy located at flagpost.ai/privacypolicy, as it may be amended from time to time.

The Company's Privacy Policy applies to the collection, use, disclosure, retention, protection, and accuracy of the End-User's personal information that the Company collects to provide and operate the Flagpost Solution, such as contact, account, and usage information. For this personal information, the Company acts as a controller. It does not apply to End-User Data, even where that data contains personal information. Such End-User Data is governed by the confidentiality terms of this Agreement and any applicable DPA, and is handled by the Company as a processor for the Client, not as a controller.

Confidentiality. The Company will treat all End-User Data, and the existence of any transaction, as strictly confidential, will use it only to provide and improve the Services as permitted herein, and will not disclose it except to subprocessors under obligations no less protective than this Agreement or as required by law. The Company restricts personnel access to End-User Data to those who need it to deliver the Services and support. This obligation survives termination. The Company will notify the Client without undue delay, and in any event within seventy-two (72) hours, of any confirmed unauthorized access to End-User Data, so that the Client may notify affected End-Users; the Company will notify the End-User directly only where required by Applicable Law or where the Client has not done so within a reasonable period. Where the Company and a Client have executed a Data Processing Addendum, that DPA governs the processing of personal data, including security measures, subprocessors, international transfers, and breach handling; the confidentiality and security commitments in this Agreement apply in any event.

Notwithstanding anything to the contrary in this Agreement, the End-User is solely responsible for the privacy, security, and integrity of its devices, systems, networks, and API (the "End-User Environment"). The End-User will maintain at least reasonable and appropriate organizational, administrative, physical, and technical security measures to keep the End-User Environment secure. In no event will the Company be liable for any damages to the End-User or any third party that may arise in connection with a breach of privacy, security and integrity of the End-User Environment.

6. THIRD PARTY RESOURCES

The Flagpost Solution may allow linking (or allow an End User to see links) to third-party websites, resources, and email attachments. Such links are provided as a convenience to the End-User only and do not imply an endorsement, warranty or guarantee by the Company of any such linked website or the company it purports to represent. The Company does not assume any responsibility or liability for the availability or accuracy of such links, and the content products or services provided at the destinations of such links. The End-User is solely responsible for the use of any such websites or resources and compliance with their policies. Should the End-User elect to enter into a binding contract with any such third party website and resource, the End-User agrees to hold the Company harmless and hereby release the Company from any liability whatsoever, whether arising out of contract, tort or otherwise, for any liability, claim, injury, loss or damage suffered as a result of the End-User's actions or the actions of any End-User associated with the End-User's account, offering to accept or having accepted any products or services that are available from those sites.

7. INTELLECTUAL PROPERTY AND RIGHTS

Rights to content provided by us. The End-User acknowledges and understands that the Company owns all right, title and interest in: (a) the Flagpost Solution; (b) all improvements, enhancements or modifications to the Flagpost Solution; (c) any data associated with the Flagpost Solution (except for the End-User Data, as set out below); and (d) all computer software, advertisements, sponsored content, and intellectual property associated with the Flagpost Solution (all such information, individually and collectively, being the "Flagpost Solution Content"), which the End-User may have access to when using the Flagpost Solution.

End-User Data. The End-User will retain ownership of all data provided by the End-User to the Company (including without limitation, by uploading it to the Flagpost Solution (collectively, the "End-User Data"). The End-User grants the Company a limited, non-exclusive, royalty-free, fully paid-up, worldwide right and license to access, process, copy, modify, and transmit the End-User Data during the Term solely to provide, secure, and improve the Flagpost Solution for the End-User. This license terminates on expiry or termination of this Agreement. The Company may create and use aggregated and de-identified data, and structural and statistical patterns such as document formats and data schemas, to improve the Services, provided these do not contain or reveal End-User Data and cannot reasonably be used to identify the End-User, the Client, the transaction, or any individual. The Company will not sell End-User Data. The Company will not disclose End-User Data except to subprocessors bound by confidentiality obligations no less protective than this Agreement, or as required by law.

Know-How. Subject to the provisions hereof respecting confidentiality and intellectual property, the Company shall be free to use any ideas, concepts or know-how developed or acquired by the Company during the provision of the Flagpost Solution under this Agreement to the extent obtained and retained by the Company's personnel as impressions and general learning (the "Know-How"). Nothing in this Agreement shall be construed to preclude the Company from enhancing the Flagpost Solution based on the accumulation of Know-How. For clarity, Know-How consists only of general learnings retained as impressions and experience, and does not include, and the Company will not use as Know-How, any End-User Data or any information that could reasonably be used to re-identify the End-User, the Client, the transaction, or any individual.

Feedback: The End-User may provide the Company with any comments, suggestions, recommendations, bug reports, requests or any other feedback ("Feedback") either through the Company's website, or by emailing support@flagpost.ai. In the event that the End-User does provide the Company with Feedback, the Company may use such feedback to improve the Flagpost Solution or for any other purpose. Furthermore, the Company shall own such Feedback and the Company and its affiliates, licensees, clients, partners, third-party providers and other authorized entitled may use, license, distribute, reproduce and commercialize the Feedback, and the End-User hereby assigns, irrevocably, exclusively and on a royalty-free basis, all such Feedback to the Company.

Limited license: The Company hereby grants to the End-User (to the extent indicated in a binding Order Form with the Client) the non-exclusive, non-transferable, non-sublicensable, revocable, limited right to allow the End-User, to access and use the Flagpost Solution on behalf of the Client as an End-User ("Number of Licenses"). This limited license is subject to full payment of the Fees by the Client when due. This license may be revoked by the Company upon breach of this Agreement by the End-User and is automatically revoked upon termination or expiration of this Agreement.

Brand Rights: The Company may, now or in the future, own rights to trademarks, trade names, services marks, logos, domain names and other distinctive brand features which the Company uses in connection with the operation of the Flagpost Solution (each such feature being a "Brand Right" and collectively being the "Brand Rights"). The Company does not grant the End-User any right or license to use any Brand Right other than as expressly set out in this Agreement and in other licenses between the End-User and the Company.

Artificial Intelligence. The Company uses End-User Data solely to provide, secure, and improve the Services for the End-User. The Company will not use End-User Data to train, develop, or improve any artificial intelligence or machine-learning models. The Company may improve the Services using aggregated and de-identified data and structural patterns that cannot reasonably be used to identify the End-User, the Client, the transaction, or any individual.

8. LIMITATION OF LIABILITY

To the maximum extent permitted by law, neither party is liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, or data, even if advised of the possibility of such damages. The Flagpost Solution is provided "As-Is" as set out below.

The Company uses commercially reasonable efforts to keep the Flagpost Solution virus-free and secure. The End-User acknowledges and agrees that the Flagpost Solution is provided "As-Is", with no warranties as to fitness for a particular purpose, merchantability, or of any other kind, whether express or implied, and that the End-User uses the Flagpost Solution at its own risk. The following events are specifically disclaimed as examples (among others):

1. For non-Flagpost Solution failures: responsibility for any failure of, or damages to, any hardware devices, equipment, networks or internet access, content or data, or third-party applications used by the End-User in connection with the Flagpost Solution;
2. For loss of access as a result of failure to receive payment: account suspension or termination as a result of the Client's insufficient funds to make payment or payment processing issues that are beyond the Company's control;
3. For content inaccuracy: any inaccuracy in content or recommendations by the Company in the Flagpost Solution Content and End-User Data which, for clarity, is the End-User's responsibility to ensure is accurate, reliable and complete when entered into the Company's system by the End-User;
4. For compliance with law: the compliance of such End-User Data with applicable legislation including privacy legislation;
5. For online discussions: responsibility or liability for any user-generated commentary, ratings or reviews of the End-User posted to the Flagpost Solution, or any consequences as a result of the ratings or reviews of an End-User;
6. For monitoring: liability for monitoring the Flagpost Solution or for unauthorized or unlawful content on the Flagpost Solution or use of the Flagpost Solution by any of the End-Users;
7. For non-infringement: direct or indirect, express or implied representation or warranty as to title and non-infringement of intellectual property in relation to the Flagpost Solution;
8. For communications directly or through the Company's Flagpost Solution: liability for any damages that may arise for communications received by the End-User through the End-User's access to the Flagpost Solution;
9. For Regulated Services. The provision of regulated services, including without limitation, financial, tax, pension, mortgage, legal, or investment advice (collectively, "Excluded Services"), as the End-User acknowledges and agrees that the Company does not provide, and shall not be liable for any Excluded Services;
10. For Artificial intelligence. For any liability associated with any AI Technology. AI-generated outputs may contain errors, and the End-User agrees not to rely on them as a sole source of truth or as a substitute for professional review and judgment;
11. For unauthorized activities: unauthorized activities directed towards the Flagpost Solution or its clients and End-Users including identity theft, fraud or unauthorized access; and
12. For force majeure: any force majeure event as described in this Agreement and any matter beyond the Company's reasonable control.

In the event that there is a finding of liability pursuant to the dispute resolution provisions of this Agreement that is contrary to the foregoing, the End-User agrees that such damages shall be limited in the aggregate for all Claims related to all of the End-Users registered on behalf of a Client and the Client itself (individually and collectively, the Claimants) to the fees or charges which the Claimants have paid for the Flagpost Solution, if any, in the trailing twelve (12) months for the services giving rise to the claim, whether or not any or all of the Claimants have been advised of the possibility of such damages or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein. The Company's liability is subject to a single cap that applies to the Client and all of its End-Users together. The caps in this Agreement and in any Order Form, MSA, or DPA do not add together; only one cap applies. That cap is the one in the highest-priority document, under the order of precedence in Section 18, that states a cap applicable to the claim at issue. Where that cap applies by its terms only to specific matters, the cap in this Section applies to all other claims. If no Order Form, MSA, or DPA states a cap, the cap in this Section applies.

9. INDEMNIFICATION

To the extent permitted by Applicable Law, the Client will defend, indemnify and hold harmless the Company and its officers, directors, employees, agents and representatives from any damages, judgments, liabilities, costs and expenses (including reasonable legal fees) arising out of: (a) breach of the intellectual property rights of any third party by End-User Data; (b) any Prohibited Use; or (c) the Client's or its End-Users' material breach of this Agreement. No individual End-User has personal indemnification or release obligations under this Agreement; the Client is responsible for its and its End-Users' compliance.

10. GOVERNING LAW AND FORUM OF DISPUTES

The End-User agrees that the laws of the Province of Ontario and the Federal laws of Canada as applicable therein ("Applicable Law"), without regard to the principles of conflict of laws, will govern this Agreement and any dispute of any sort arising between the End-User and the Company. With respect to any disputes or claims, the End-User agrees not to commence or prosecute any action in connection therewith other than in the Province of Ontario, and the End-User hereby consent to and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the provincial courts of Ontario. The End-User agrees to pay reasonable legal fees and costs incurred by the Company to collect any unpaid amounts owed by the End-User.

11. EXPENSES

Other than in the event of a dispute, in which case the apportionment of expenses shall be determined pursuant to the dispute resolution rules, each Party shall be responsible for its own legal fees and other expenses incurred in connection with the negotiation of these terms (if any) and the performance of any of such Party's obligations hereunder.

12. FORCE MAJEURE

The End-User agrees that the Company are not liable for a delay or failure in performance of the Flagpost Solution or the provisions of this Agreement caused by reason of any occurrence of unforeseen events beyond the Company's reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.

13. SEVERABILITY

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

14. HEADINGS

The insertions of headings are for convenient reference only and are not to affect the interpretation of this Agreement.

15. ASSIGNMENT OF AGREEMENT

The End-User may not, without the Company's prior written consent, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void. The Company may assign this Agreement to a third party at any time in the Company's sole discretion. The Agreement will be binding upon and will inure to the benefit of the respective Parties hereto, their respective successors in interest, legal representatives, heirs and assigns.

16. WAIVER

The End-User agrees that if the Company does not exercise or enforce any legal right or remedy contained in this Agreement or which the Company has the benefit of under any Applicable Law, this will not be taken to be a formal waiver of the Company's rights and that those rights or remedies will still be available to us. Waivers must be in written form and signed by an authorized representative of the Company.

17. SURVIVAL OF AGREEMENT

All covenants, agreements, representations and warranties made in this Agreement shall survive the End-User's acceptance of this Agreement and the termination of this Agreement.

18. ENTIRE AGREEMENT

The Flagpost Solution License Agreement and its schedules will constitute the entire agreement between the Company and the End-User with respect to the subject matter hereof, and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby. In the event of a conflict between this Agreement and the Privacy Policy available at flagpost.ai/privacypolicy, the terms and conditions found herein shall prevail. Where the Company and a Client have executed a Master Services Agreement, Order Form, or Data Processing Addendum, those documents are incorporated by reference and govern that Client's use of the Services. In the event of conflict, the order of precedence is: (1) Order Form, (2) MSA, (3) DPA, (4) this Agreement, (5) Privacy Policy.

19. CONTACT

By providing the Company with the End-User's e-mail address, whether provided directly by the End-User or by the Client on behalf of the End-User, the End-User agrees to receive all required notices electronically, to that e-mail address. It is the End-User's responsibility to update or change that address, as appropriate. If the End-User has any questions or comments regarding this Agreement, please contact the Company's head office by email at support@flagpost.ai.

Schedule "B"

Prohibited Uses

The End-Users may use the Flagpost Solution only for lawful purposes, and may not use the Flagpost Solution in any manner that:

1. Attempts to access any data or materials from another End-User (by circumventing access restrictions, or through other means);
2. breaches any applicable local, national or international law or regulation;
3. may in any way be considered harassment to another person or entity;
4. may in any way be unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
5. may in any way damage, disable, overburden, and impair the Flagpost Solution server, or any network connected to the Flagpost Solution server, and interfere with any other party's use or enjoyment of the Flagpost Solution;
6. is in any way abusive, defamatory, misleading, fraudulent, or written in bad faith;
7. harms or attempts to harm minors in any way;
8. will abuse either verbally, physically, written or other abuse (including threats of abuse or retribution) of any Flagpost Solution customers, employees, members, or officers;
9. will cause sensitive personal information records of any individual (including, but not limited to, credit card information, personal health records, military information, and passport information) to be attained or used illegally or in an unauthorized manner;
10. will decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying the Flagpost Solution;
11. will modify, rent, lease, loan, sell, distribute or create any derivative products or services (or parts of services products or services) based on the Flagpost Solution Content that the End-User does not own or to which the End-User has rights, or to create derivative works based on the Flagpost Solution;
12. will infringe upon the Company's intellectual property or adapt, reproduce, publish or distribute copies of any information or material found on the Flagpost Solution in any form (including by e-mail or other electronic means), without the Company's prior written consent;
13. that is unauthorized by a third party (e.g. scraping, crawling, or penetration testing of a third party's content, without the third party's prior written consent) or otherwise circumvents usage metrics;
14. is for the benefit of or permits a third party, who is not a registered End-User, to use the Flagpost Solution;
15. will attempt to gain unauthorized access to, or disrupt the integrity or performance of the Flagpost Solution or the data contained therein;
16. uses the Flagpost Solution to upload, post, link to, email, transmit, distribute, or otherwise make available any material that contains any software viruses or any other computer software code, files or programs designed to interrupt, destroy, damage, intercept, expropriate, interfere with, or limit the functionality of any computer software, system, data, personal information, hardware, telecommunications equipment;
17. disrupts the functioning of the Flagpost Solution, in any manner,

and any of the foregoing ("Prohibited Uses") may, once investigated, result in immediate termination of the relevant End-User account(s) and termination of an agreement with the Client who has registered the account for such End-User.