Usage Licence Agreement This Agreement governs and frames your subscription and use of the licensed software, Sparta Guard. By clicking on the "Accept" button, you agree to be bound by this Agreement and become a party to it. If you accept this Agreement on behalf of a company or another legal entity, you represent that you have the authority to bind that entity and its affiliated companies to these terms of use. If you do not have this authority, or if you do not agree with these terms of use, please do not download the software. This Agreement was last updated on March 31, 2023. It comes into effect between You and Us from the date of Your acceptance of this Agreement, i.e., the date of purchasing the software. "You", "Your", or "Yours" refer to the person or company to whom a license to use the software is granted in association with this end-user license agreement (the "Agreement" or the "Terms of Use"). The terms "We", "Our", "Us", and "Indominus MS" refer to Indominus Managed Security Inc. THEREFORE, in consideration of the mutual commitments contained in this Agreement, the Parties hereto agree as follows: DEFINITIONS 1.1. Definitions. The capitalized terms in this Agreement shall have the following meanings: "Agreement" or "Terms of Use" means the Software License Agreement between Us and You; "Account" means any Indominus account created from and for the use of Indominus Services; "Fees" means the fees applicable to any subscription and any other applicable fees; "Third-Party Provider" means Microsoft, Microsoft Defender, or Microsoft Intune service providers. "Indominus," "Software," or "Services" refer to Our Sparta Guard software products and services provided to You under this Agreement, as well as the documentation and computer-readable media; "Confidential Information" has the meaning ascribed to it in Article 15.1 of this Agreement; "Authorized Payment Method" means any payment method authorized by You to pay the Fees and includes the use of a third-party payment processor; "We," "Our," "Us," and "Indominus MS" have the meaning ascribed to them in the preamble; "Protected Parties" has the meaning ascribed to it in Article 12.1 of this Agreement; "Account Owner" means the person or entity who signs up for the Service by opening an Account and downloading the Software; "Sub-licensed Services" means certain third-party software components, Applications (as defined below), or Third-Party Services (as defined below) provided under this Agreement, which are necessary to enable or properly operate the Sparta Guard Services; "Third-Party Services" means Microsoft, Microsoft Defender, or Microsoft Intune services; "Taxes" means any federal, provincial, state, local, or other sales, goods and services, harmonized, or other taxes, fees, or charges currently in force or enacted in the future; "You," "Your," or "Yours" have the meaning ascribed to them in the preamble. Other capitalized terms have the meanings defined in the Agreement. SOFTWARE LICENSE, USE, RIGHTS, AND RESTRICTIONS 2.1. License and rights to the software. In consideration of the mutual commitments and subject to the provisions contained in this Agreement, We hereby grant You a revocable, non-exclusive, and non-transferable license to use the Sparta Guard Services. You agree that the Software will be used for personal purposes only, excluding any use for commercial purposes. Any use for commercial purposes must be previously approved in writing by Indominus MS. 2.2. In connection with the use of the Software, You may a) install the Software on a single device, b) make a copy of the Software in machine-readable form only for backup purposes, and provided that the Software remains in its original form which includes all property notices on the backup copy. 2.3. Sparta Guard Services are made available through a downloadable software application directly from Android, iPhone, iPad, or other supported mobile devices. The Services must be downloaded and associated with Your account to activate all features. 2.4. Restrictions. Without limiting the generality of the foregoing, You will use the Sparta Guard Services only for the purposes set forth herein, and You expressly agree that it is prohibited: (a) To create derivatives of the Sparta Guard Services, including but not limited to any functionality accessible, made available, or provided to You in connection with the use of the Sparta Guard Services; (b) use the Sparta Guard Services for purposes other than those specified in this Agreement; (c) To copy, reproduce, or attempt to reproduce the Sparta Guard Services other than in cases explicitly mentioned in this Agreement; (d) To sell, assign, license, disclose, distribute or otherwise transfer or make available the Sparta Guard Services in any form to third parties; (e) To remove or amend any notice accompanying the Sparta Guard Services; (f) To possess a proprietary right or transfer a proprietary right in relation to the Sparta Guard Services to another party; (g) To distribute, sublicense, or otherwise provide copies or rights in connection with the Sparta Guard Services to a third party; (h) To pledge, mortgage, alienate, or otherwise encumber the Sparta Guard Services in favor of a third party; (i) To modify, enhance, reverse engineer, decompile, disassemble, or create substantially derived forms of the Sparta Guard Services. 2.5. Enforcement of restrictions. We shall have the right to inspect and enforce the restrictions and commitments contained in this Agreement at Your sole expense, and You hereby agree to promptly inform Us of any known violation of these restrictions. 2.6. Our obligations. Upon Your acceptance of this Agreement, We undertake to: (a) Allow You to use the latest version of the Sparta Guard Services for Your personal use under this Agreement. These Services include i) round-the-clock detection service (seven days a week - twenty-four hours a day), ii) automatic blocking service for potentially compromised devices, iii) remote support service for cleaning; (b) Provide You with ongoing updates to the Sparta Guard Services if We deem it necessary. In each of these cases, We will automatically provide and install the necessary updates. ACCOUNT 3.1. Conditions linked to the Account. 3.1.1. To access and use the Sparta Guard Services, You must register for an Account by providing Your full legal name, current address, phone number, a valid email address, and any other information indicated as necessary. We may reject Your Account request or cancel an existing Account for any reason at Our sole discretion. 3.1.2. You must be the older of the two: (i) 18 years old, or (ii) at least the age of majority in the jurisdiction where You reside and from which You use the Services to open an Account. 3.1.3. You acknowledge that We will use the email address You provide when opening an Account or update from time to time as the primary method of communication with You. You must monitor the main email address of the Account You provide to Us, and Your main Account email address must be capable of sending and receiving messages. Your email communications with Us can only be authenticated if they come from the primary email address of Your Account. 3.1.4. You are responsible for the security of Your password. We cannot and will not be responsible for any loss or damage resulting from Your inability to maintain the security of Your Account and Your password. 3.1.5. You acknowledge that You are responsible for the creation and operation of Your Account. 3.1.6. By subscribing to the Sparta Guard Services, You agree that We will periodically send You newsletters. Notwithstanding the foregoing, You may, at any time, by notifying Us in writing, ask Us to stop sending You said newsletter or limit the frequency at which You receive it. 3.1.7. A violation or breach of any of the terms of the Terms of Use contained in this Agreement may result in immediate and without notice termination of the Services. 3.2. Account Owner. The following information is important for Your Account. 3.2.1. For the purposes of this Agreement, the Account Owner will be the person authorized to use any corresponding Account that We may provide to the Account Owner in connection with the Services. As such, the person or entity whose payment information is processed to pay the Fees is not necessarily the Account Owner. It is Your responsibility to ensure that the name of the Account Owner (including the corporate name of the Account Owner's company, if applicable) is clearly indicated. 3.2.2. Your Account may only be associated with a single Account Owner. 3.3. Management. By using the Services, You hereby authorize and grant administrative rights to Indominus to manage the Account as well as any system related to the Sparta Guard Services on Your behalf. COPYRIGHT AND TRADEMARKS 4.1. Copyright. The Spartan Guard Services, including documentation, media, packaging, and illustrations, are protected by copyright and constitute Our valuable property. You agree that all physical manifestations of the Spartan Guard Services display Our copyright notice in a clearly visible manner. The Spartan Guard Services are protected by Canadian copyright laws and provisions of international treaties. 4.2. Trademarks. Some logos, product names, and trademarks that We own may be contained in printed documents and electronic manifestations of the Spartan Guard Services. You will have no right to use these trademarks except as provided for in this Agreement. 5.1. Title. You agree that the Spartan Guard Services are licensed to you and not sold. You agree that the Spartan Guard Services belong to Us, including all property rights, unless otherwise stated. We retain all rights, titles, and interests in the Spartan Guard Services at all times, regardless of the form or media in or on which the original or other copies may subsequently exist. Furthermore, all content accessed through the Spartan Guard Services is the property of the respective content owner and may be protected by applicable intellectual property laws. This Agreement does not give You any rights to that content. You agree to protect the Spartan Guard Services against any unauthorized use, reproduction, distribution, or publication in electronic or physical form. Finally, any suggestions, ideas, or inventions that You voluntarily and optionally disclose to Us by any means will be used, or not, by Us at Our sole discretion; and We will have no obligation to You concerning the ideas or inventions that You disclose in this manner. 5.2. You acknowledge that any information deployed during the installation of the Spartan Guard Services remains the full and entire property of Indominus. PAYMENT OF SUBSCRIPTION FEES 6.1. You will pay all Fees arising from Your use of the Spartan Guard Services; 6.2. You must maintain a valid payment method on file with a third-party payment processor to pay all incurred and recurring Fees. You will be billed the applicable Fees for any Authorized Payment Method that You authorize through a third-party payment processor, and it will continue to bill Your Authorized Payment Method for the applicable Fees until the Services are terminated and all unpaid Fees have been paid in full. 6.3. All Fees and other charges for Account Owners will be billed in US dollars, and all payments will be made in US dollars. 6.4. Fees are paid in advance and will be billed either monthly or annually, according to your choice. The Fees will appear on an invoice, which will be sent to the Account Owner through the provided email address. Similarly, an invoice may appear on the Account page of Your administration console. 6.5. If We are unable to process the payment of Fees using an Authorized Payment Method, We will make a second attempt to process the payment using any Authorized Payment Method 2 days later. If the second attempt is unsuccessful. If the second attempt is unsuccessful, We may suspend and revoke access to Your Account and the Services. Your Account will be reactivated once You have paid the unpaid Fees, plus the applicable Fees for Your next billing cycle. You may not be able to access Your Account during any suspension period. If the unpaid Fees remain unpaid for 15 days after the date of suspension, We reserve the right to terminate Your Account. 6.6. All Fees do not include applicable Taxes. 6.7. You are responsible for all applicable Taxes that arise from or result from Your subscription to the Services. 6.8. To avoid any ambiguity, all amounts that You owe Us under these Terms of Use will be paid without any deduction or withholding of any nature whatsoever. Except for Taxes that We bill You and remit to the appropriate tax authorities, all deductions or withholdings required by law are Your responsibility and paid separately to the competent tax authority. We are entitled to charge the full amount of the Fees stated in these Terms of Use to Your Authorized Payment Method, disregarding any deduction or withholding that may be required. 6.9. You are responsible for all applicable Taxes that arise from or result from any sale related to Your use of the Services. 6.10. You must maintain an accurate domicile in the administration menu of Your Account. If You change jurisdiction, You must promptly contact Us to provide Your domicile. 6.11. We do not provide refunds for Fees. ALTERATION TO SERVICES OR PRICE Price. The prices for using the Services are subject to change. For existing users and Account Owners, the prices for using the Services are subject to change with a 30-day notice from Us. This notice may be provided at any time by email, by posting the changes on the Website, or in the administration menu of Your Account through an announcement. We reserve the right to increase or modify Our prices, from time to time, at Our sole discretion. 7.1. Modifications. We reserve the right, at any time and from time to time, to modify or discontinue the Services (or any part thereof) with or without notice (except where required by applicable law). 7.2. We will not be liable to You or any third party for any modification, price change, suspension, or discontinuation of the Services. ACTIVITIES 8.1. You agree to: (a) Fully comply with all applicable laws and all other contractual terms governing Your use of the Services (and any related interaction or transaction), including specific laws applicable to You in any of Your geographic locations; (b) Be solely responsible for all uses of the Services that take place under Your Account, as well as all your materials (including the consequences of accessing, importing, downloading, copying, using, or publishing such materials on or in connection with the Services); (c) Regularly and independently register and backup all Your materials and the information You process concerning Your Account; (d) Receive promotional messages and content from Us or Our partners from time to time by mail, email, or any other form of contact You may provide Us (including Your phone number for calls or SMS). If You do not wish to receive such messages or promotional content, simply let Us know at any time; (e) Additionally, You agree not to: i. Use the Services in a manner that violates any applicable law or regulation (including, without limitation, any law regarding the export of data or software to and from Canada or other countries); ii. Use any device, software, or routine that interferes with the proper functioning of the Services; iii. Introduce viruses, Trojans, worms, logic bombs, or any other malicious or technologically harmful material; iv. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Services; v. Attempt to interfere with the proper functioning of the Services. CANCELLATION AND TERMINATION 9.1. Cancellation. You may cancel Your Account and terminate this Agreement at any time. 9.2. In the event of termination of the Services by either party for any reason: 9.3. We will cease providing You with the Services and You will no longer be able to access Your Account; (a) All repairs, protection, and security measures installed on your devices supported by the Spartan Guard Services will be removed from all such devices without any further obligation on Our part; (b) Except as otherwise provided in these Terms of Use, You will not be entitled to any refund of Fees, pro-rata or otherwise; (c) Any unpaid balance due to Us for Your use of the Services up to the effective date of termination will become immediately due and payable in full. 9.4. Termination. If, as of the termination date of the Services, You still owe any Fees, You will receive a final invoice via email. Once this invoice has been paid in full, You will no longer be billed. 9.5. We reserve the right to modify or terminate the Services, this Agreement, and/or Your Account for any reason, without notice, and at any time. Termination of this Agreement will be without prejudice to any rights or obligations that arose prior to the termination date. 9.6. Fraud. Without limiting other remedies, We may suspend or terminate Your Account if We suspect that You (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. WARRANTY AND INDEMNIFICATION 10.1. Warranty. We warrant that We are the owner of the Spartan Guard Services and that We have the right and power to grant the license for the Spartan Guard Services. We do not warrant, accept any condition, or make any representation that the Spartan Guard Services will meet Your needs or that the use of the Spartan Guard Services will be uninterrupted, error-free, or compatible with any digital platform used by You. No other verbal or written information provided by Us will create a warranty or increase Our liability in any way, and You should not rely on such information. 10.2. Disclaimer. Use of the services is at your own risk. We provide the Spartan Guard Services "as is", "where is", without warranty of any kind, express, implied, or statutory, including but not limited to, implied warranties or conditions of merchantability, fitness for a particular purpose, accuracy, or non-infringement. We also disclaim any liability regarding your consultation of any website that may be linked or accessible from the services. This exclusion of warranty constitutes an essential part of this Agreement. We do not warrant that the services are accurate, timely, uninterrupted, or error-free, that the results that may be obtained from the use of the services will be reliable, that the quality of products obtained or purchased through the use of the services will meet your expectations, or that any errors in the services will be corrected. 10.3. By accepting the terms of this Agreement, You acknowledge that We cannot be held liable for any damage or harm that may arise directly or indirectly from the use of the Spartan Guard Services, including but not limited to hacking of the Software or other Indominus services, data theft, or other circumstances beyond Our control. 10.4. You, therefore, acknowledge that the Spartan Guard Services are not immune to hacking or data theft situations. THIRD-PARTY SERVICES AND OTHER INDOMINUS SERVICES 11.1. Third-Party Services. Pursuant to this Agreement and for any new subscription to the Spartan Guard Services, You also authorize Us to resell Microsoft services to You and to be bound by the additional specific terms applicable to resold third-party services. 11.2. You agree that any other Indominus service accessible, made available, or provided to You in connection with the use of the Spartan Guard Software is subject to the terms of use, Privacy Policy, and Cookie Policy of Indominus available at https://indominus.consulting/privacy- policy/ Additional terms may, however, apply to specific features. It is Your responsibility to fully familiarize yourself with the additional terms that may be applicable to specific features. 11.3. You acknowledge and agree that We do not store any of Your bank or credit card information. You agree not to hold Us responsible for processing payments for Third-Party Services. It is understood that, if applicable, if You link a third-party payment processing provider account to Your Account, You acknowledge and agree that by making payments through the services with this third-party payment processing provider, You are bound by the general terms and conditions applicable to this third-party payment processing provider and that We are not responsible for any losses, claims, or damages, in any way, related to the services of this third-party payment processing provider. 11.4. We provide no warranty and make no representation to You concerning Third-Party Services. You acknowledge that We have no control over Third-Party Services and that We will not be liable to You or any other person for these Third-Party Services. The integration or activation of such Third-Party Services with the Spartan Guard Services does not constitute or imply endorsement, authorization, sponsorship, or affiliation by or with Us. We are not responsible for anyone's 11.5. We provide no warranty and make no representation to You concerning Third-Party Services. You acknowledge that We have no control over Third- Party Services and that We will not be liable to You or any other person for these Third-Party Services. The integration or activation of such Third-Party Services with the Spartan Guard Services does not constitute or imply endorsement, authorization, sponsorship, or affiliation by or with Us. We are not responsible for anyone's interruption or suspension of access to a Third-Party Service or its deactivation. If You install or activate a Third-Party Service for use with the Services, You authorize Us to allow the concerned Third-Party Provider to access Your data and other materials and take any other necessary action for the interoperability of the Third-Party Service with the Services, and any data or other material exchange or any other interaction between You and the Third-Party Provider is solely between You and that Third-Party Provider. We are not responsible for the disclosure, modification, or deletion of Your data or other materials, nor for any corresponding losses or damages You may suffer, following access by a Third-Party Service or Third-Party Provider to Your data or other materials. 12.1. The relationship between You and any Third-Party Provider is strictly between You and that Third-Party Provider, and We are not obligated to intervene in any dispute arising between You and a Third-Party Provider. 12.2. We shall in no event be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary, or other damages, whatsoever, resulting from Third-Party Services or Your contractual relationship with a Third-Party Provider. These limitations apply even if We have been informed of the possibility of such damages. The foregoing limitations apply to the fullest extent permitted by applicable law. 12.3. You agree to indemnify and hold Us harmless, as well as (if applicable) Our parent company, Our subsidiaries, Our affiliates, Our partners, Our officers, Our directors, Our agents, Our employees, and Our suppliers, from any claim or demand, including reasonable attorney's fees, arising from Your use of a Third- Party Service or Your relationship with a Third-Party Provider. LIMITATION OF LIABILITY AND REMEDIES 13.1. LIMITATION OF LIABILITY. In no event shall We, Our distributors, suppliers, business associates, advertisers, third-party developers or distributors of supported software, or the officers, directors, employees, or agents of the foregoing entities (collectively "Protected Parties") be liable for any losses or damages suffered by You, whether direct, indirect, incidental, special, exemplary, or consequential, including loss of profits or anticipated profits, savings, business interruption, loss of business opportunities, loss of business information, cost of recovery of such lost information, cost of substitute intellectual property, or any other pecuniary loss resulting from the use or inability to use the Spartan Guard Services, whether You have informed Us or We have informed You of the possibility of such damages. The foregoing limitations apply regardless of the cause or circumstances giving rise to such loss, damage, or liability, even if such loss, damage, or liability is based on negligence, tort, or breach of contract. 13.2. No Liability of Protected Parties. The Protected Parties assume no liability under this Agreement for, and have no obligation to defend You or pay costs, damages, or attorney's fees for, any claim arising from: (a) Any method or process in which the Spartan Guard Services may be used by You; (b) Any results from the use of the Spartan Guard Services; (c) Any results from the use of the Sub-License Services; (d) Any use of a version other than the current version of the Spartan Guard Services; or (e) The combination, operation, or use of any Spartan Guard Service provided under this Agreement with services other than those of Spartan Guard if such claim could have been avoided by avoiding the combination, operation, or use of the Spartan Guard Services with other programs, data, or other materials. 13.3. Dispute Resolution. You acknowledge that We possess confidential and proprietary information, including trademarks and trade practices, which would be harmful to Us if disclosed in a public hearing. You further acknowledge and agree that it is preferable to resolve all disputes between Us and You confidentially, individually, and in a speedy and cost-effective manner. We and You therefore recognize and agree that private dispute resolution is preferable to court actions. Before initiating an arbitration proceeding as described in Section 13.4 below, We and You will first attempt to resolve any dispute or disagreement through good faith negotiation. Good faith negotiation will begin with each Party communicating their respective positions regarding the complaint, claim, or dispute. Good faith negotiations must first be held before resorting to arbitration. 13.4. Arbitration. If negotiations fail and prove unsuccessful, You agree to submit any dispute arising directly or indirectly from this Agreement, whether the origin of the claim is contractual or non-contractual, to arbitration to the exclusion of courts of common law. The arbitration will take place in Montreal (Quebec, Canada) and will be conducted in accordance with the provisions of the Civil Code of Quebec (CQLR c. CCQ- and the Code of Civil Procedure of Quebec (CQLR c. C-25.01). The judgment rendered by the arbitrator will be final, without appeal and enforceable, and will bind all Parties to this Agreement. SUCCESSORS AND ASSIGNEES 14.1. Successors and Assignees. Your rights and obligations arising from this Agreement may not be assigned at any time. This Agreement binds Our respective successors and authorized assigns. In the event of a business merger, consolidation, divestiture, or asset sale, We shall have the right to transfer and assign Our rights and obligations under this Agreement to a third-party assignee, subject to written notice to You. UPDATES 15.1. Updates. Apart from Our obligation under Article 2.6(b), We have no other obligation to provide You with updates or support services. Obligations or expectations regarding upgrades, enhancements, support, or remedies for errors, defects, or deficiencies in products will be limited to those expressly stated in this Agreement. CONFIDENTIALITY 16.1. Confidentiality. You acknowledge that the existence of this Agreement, its general terms and conditions, the transactions contemplated herein, and other information, including but not limited to, customer information, technical and financial information that they have received or will receive in connection with this Agreement, are considered private and confidential ("Confidential Information"). You will exercise reasonable diligence, which in no event shall be less than the degree of care that We give to Our own confidential and proprietary information of a similar nature, to prevent unauthorized disclosure, reproduction, or distribution of such Confidential Information to any other individual, corporation, or entity. Such Confidential Information shall exclude: (a) Information that is already in the public domain; (b) Information already known to the receiving party, as of the date of disclosure, unless the receiving party has agreed to maintain the confidentiality of such information at the time of its initial receipt; (c) Information subsequently obtained by the receiving party from a source not otherwise subject to a confidentiality obligation to the disclosing party; (d) Information that the receiving party is required to produce under an order from a competent court, provided that the receiving party promptly informs the disclosing party of such event so that the latter may seek an appropriate protective order. PRIVACY 17.1. We are strongly committed to protecting the privacy of Your personal information. By using the Services, You acknowledge and agree that Our collection, use, and disclosure of such personal information is governed by Our Privacy Policy. TERM 18.1. Duration. The term of this Agreement commences on the date of Your consent to this Agreement and continues indefinitely until the end of the Services. GENERAL 19.1. Headings. The headings of articles and paragraphs used in this document are for convenience only and form part of this Agreement. 19.2. Entire Agreement. This Agreement constitutes the entire agreement between You and Us, and no modification of the terms of this Agreement will be effective unless made in writing and signed by You and Us. 19.3. Force Majeure. Notwithstanding any contrary provision herein, We will not be responsible for any delay or failure in performance caused by circumstances beyond Our control. 19.4. Relationship between the parties. This Agreement does not constitute a partnership or joint venture, and nothing contained herein is intended to constitute, nor shall be construed as constituting, such a partnership or joint venture. Except as expressly provided in this Agreement, neither We nor You shall have the power or authority to act on behalf of or bind the other party to any legal agreement. 19.5. Severability. The provisions of this Agreement shall be considered severable, and if any provision herein is found to be invalid or unenforceable by a court or competent jurisdiction, this Agreement shall be deemed to have effect as if such provision was severed from this Agreement. 19.6. Number and gender. Where the context permits, the singular includes the plural, and the masculine includes the feminine and vice versa. 19.7. Notice. Any notice to be given under this Agreement shall be made in writing and sent by email or prepaid mail. Email notices to Us should be sent to legal@indominus.ms. Notices to You will be sent to Your registered email address with Us. Notices shall be deemed to be received upon confirmation of successful delivery by email or postal mail, as applicable. 19.8. Applicable Law. This Agreement and the sales arising therefrom are deemed to have been entered into in the province of Quebec and shall be construed in accordance with the laws of the province of Quebec and the federal laws of Canada applicable therein. 19.9. Revisions to this Agreement. We may revise the terms of this Agreement at any time by updating these terms and informing You of the modification. I AGREE TO THESE TERMS AND CONDITIONS.