CURRENTWARE MASTER TERMS OF SERVICE

Last Updated: May 14, 2026

These Master Terms of Service (the “Agreement“) state the general legal terms and conditions governing access to and use of the Service by the customer identified on the Order Form (“Customer“) accepted and executed by CurrentWare Inc. a corporation existing under the laws of Ontario, Canada (“CurrentWare“). This Agreement is incorporated by reference into, and forms an integral part of, each Order Form executed by the Parties. Each Order Form that references this Agreement, when executed by the Parties (including by electronic signature or acceptance), shall constitute a binding agreement and shall be governed by the terms of this Agreement.

To the extent Customer separately downloads and installs CurrentWare’s on-premises software components on Customer-managed infrastructure, the End User Licence Agreement made available by CurrentWare for such on-premises software (the “On-Prem EULA“) will continue to govern those components solely with respect to the local installation, copying, and operation of such on-premises software, and this Agreement will govern all other matters, including all hosted, cloud, data processing, security, privacy, support, and commercial matters. In the event of any conflict between this Agreement and the On-Prem EULA with respect to such other matters, this Agreement controls. 

1. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth in this Section 1 or in the body of this Agreement.

1.1 “Affiliate” means, with respect to any entity, any other entity that directly or indirectly Controls, is Controlled by, or is under common Control with such entity, where “Control” means ownership of more than fifty percent (50%) of the voting equity or the power to direct management and policies.

1.2 “Agent” or “Endpoint Agent” means the CurrentWare endpoint software component that is installed on each Endpoint and that collects and transmits telemetry to the Console, including the agents associated with the Modules. 

1.3 “Authorized User” means an individual employee, contractor, or agent of Customer or its permitted Affiliates whom Customer authorizes to access and configure the Service through administrative or end-user credentials, and for whom Customer has procured a license sufficient for such access. The number of Authorized Users may not exceed the number of licenses set forth in the applicable Order Form, calculated as the greater of the number of users or the number of computers being managed by the Service. 

1.4 “Beta Features” means any Modules, features, functionality, or services identified by CurrentWare as “alpha,” “beta,” “preview,” “early access,” “experimental,” or any similar designation, including AI-powered, machine-learning, or automated-analytics functions made available on a preview basis. 

1.5 “Console” means the CurrentWare-hosted or Customer-hosted management console through which Customer and its Authorized Users administer the Modules, manage Endpoints, configure policies, and view telemetry. 

1.6 “Customer Data” means any data, including Employee Personal Data, that Customer or its Authorized Users transmit to, store in, or generate through the Service, together with all telemetry collected by the Agent from Endpoints.

1.7 “Documentation” means the user manuals, technical manuals, and other materials made available by CurrentWare that describe the installation, operation, configuration, or technical specifications of the Service. 

1.8 “Employee Personal Data” means personal data relating to Customer’s personnel (including employees, contractors, and other workers) that is processed through the Service, including web activity, application usage, idle time, file-transfer events, USB and peripheral device activity, productivity scores, and related telemetry. 

1.9 “Endpoint” means a workstation, laptop, server, virtual desktop instance, or other device on which the Agent is installed and from which telemetry is collected. 

1.10 “Fees” means the fees payable by Customer for the Service, the Modules, professional services, and any other deliverables, as set forth on the Order Form.

1.11 “Module” means a discrete, separately licensed functional component of the Service, including BrowseReporter, BrowseControl, AccessPatrol, and enPowerManager, and any additional analytics, monitoring, or workforce-intelligence module that CurrentWare may make generally available from time to time. 

1.12 “Order Form” means a written or electronic ordering document, quotation, or ordering page that (a) references this Agreement, (b) is executed or accepted by the Parties, and (c) specifies the commercial terms applicable to the Service, including Modules, Deployment Model, licensed units, Subscription Term, Fees, and applicable support tier.

1.13 “Party” means either CurrentWare or the Customer, as the context requires, and “Parties” means CurrentWare and the Customer collectively. 

1.14 “Service” means the CurrentWare workforce analytics, security, and data-loss prevention platform, including the Modules, Console, and Agent, made available under the applicable Deployment Model and as further described in Exhibit A.

1.15 “Subscription Term” means the initial term and any renewal terms during which Customer is licensed to access and use the Service, as set forth on the Order Form and Section 10.

1.16 “Updates” has the meaning set forth in Section 11.3 and includes updates, upgrades, bug fixes, patches, and other error corrections that CurrentWare makes generally available. 

Other defined terms appear in the body of this Agreement, in the DPA, and in the other Exhibits.

2. THE SERVICE; DEPLOYMENT MODELS

2.1 General Grant. Subject to Customer’s payment of Fees and compliance with this Agreement, CurrentWare grants to Customer, during the Subscription Term, a non-exclusive, non-transferable, non-sublicensable right for its Authorized Users to access and use the Service, the Modules, and the Documentation solely for Customer’s internal business purposes and in accordance with the Documentation, the Order Form, and Exhibit A. 

2.2 Deployment Models. The Service is offered under one or more of the following deployment models, as selected on the Order Form (each, a “Deployment Model“):

(a) On-Premises Deployment. Customer installs and operates the Console on Customer-managed infrastructure and deploys Agents to Customer-managed Endpoints. CurrentWare grants Customer a perpetual or subscription license (as specified on the Order Form) to install and operate the Console and Agent solely on Customer-managed infrastructure for Customer’s internal business purposes. Customer is responsible for: (i) provisioning, securing, and maintaining all hosting infrastructure; (ii) installing Updates; (iii) backup, business continuity, and disaster recovery; and (iv) all uptime and availability of the Console and Agents. CurrentWare’s obligations are limited to provision of the licensed software and the maintenance and support set forth in Section 11. The On-Prem EULA continues to govern the local installation, copying, and operation of the on-premises software components installed under this Section 2.2(a).

(b) CurrentWare Cloud (SaaS Console). CurrentWare hosts and operates the Console in a CurrentWare-managed cloud environment, accessed by Customer’s Authorized Users via the internet. Customer continues to install Agents on its Endpoints, and Agents transmit telemetry to the CurrentWare-hosted Console. CurrentWare is responsible for: (i) provisioning, securing, and maintaining the Console infrastructure; (ii) deploying Updates to the Console; and (iii) Console availability in accordance with the Agreement. Customer remains responsible for: (i) Endpoint hardware and operating systems; (ii) installation, configuration, and maintenance of Agents; and (iii) network connectivity from Endpoints to the Console.

(c) Hybrid Deployment. Endpoint Agents are installed on Customer-managed Endpoints and report to a CurrentWare-hosted Console. Responsibility allocation, Update obligations, performance, and support scope follow Section 2.2(b) for the CurrentWare-hosted Console and Section 2.2(a) for Customer-managed Endpoint and Agent components, except that CurrentWare will make Agent Updates generally available and Customer will deploy them within a reasonable time. 

2.3 EULA. Notwithstanding anything to the contrary in the EULA, the installation and operation of Endpoint Agents in connection with the CurrentWare Cloud Console or Hybrid Deployment Model is expressly permitted and governed by this Agreement.

2.4 Reservation of Rights. CurrentWare reserves all rights not expressly granted under this Agreement. No rights are granted by implication, estoppel, or otherwise. 

2.5 Affiliates. Customer’s Affiliates may use the Service subject to this Agreement and the terms of an Order Form permitted use by Affiliates, provided that Customer remains liable for each Affiliate’s compliance with this Agreement.

3. ENDPOINT AGENTS AND ENVIRONMENT SUPPORT

3.1 Agent Installation. Customer acknowledges that the Service requires installation of the Agent on each Endpoint that is to be monitored or managed through the Service. Customer is responsible for installing, configuring, updating, and uninstalling Agents on its Endpoints in accordance with the Documentation.

3.2 Supported Environments. The Service is designed to operate in standard enterprise environments. CurrentWare will make available Documentation describing supported configurations for such environments. Customer is responsible for ensuring that its environments meet the technical prerequisites stated in the Documentation.

3.3 No Modification of Agent. Except as expressly permitted under Section 12.5 (License-Back) or in writing by CurrentWare, Customer shall not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works of the Agent, the Console, or any other component of the Service, in whole or in part. 

3.4 Continued Use of On-Premises Software Post-Termination. With respect to any on-premises software component (including Agents) that has been lawfully installed on Customer-managed infrastructure under a perpetual license set forth on an Order Form, Customer’s right to continue using such on-premises software following expiration or termination of the Subscription Term will be governed by the On-Prem EULA and the perpetual license terms reflected on the Order Form. With respect to subscription-based on-premises licenses and all hosted Service components, all rights to access and use the Service, the Console, and the Agent terminate upon expiration or termination of this Agreement, and Customer shall cease all use and uninstall and destroy all copies of the affected software in accordance with Section 10.5. 

4. MODULES; BETA FEATURES

4.1 Modular Activation. The Service is provided on a per-Module basis. Customer’s right to access and use any Module is conditioned on Customer’s procurement of the applicable subscription on the Order Form for BrowseReporter, BrowseControl, AccessPatrol, enPowerManager, and any additional Modules made generally available by CurrentWare. Customer shall not access or attempt to access any Module for which it has not procured a subscription.

4.2 New Modules. CurrentWare may, from time to time, make available new analytics, monitoring, or workforce-intelligence Modules. Customer may add Modules by executing an additional Order Form. New Modules will be subject to the terms of this Agreement and any Module-specific terms set forth on the applicable Order Form or in the Documentation.

4.3 Beta Features. CurrentWare may make Beta Features available to Customer at no additional charge or as part of a Module subscription. Beta Features are provided “AS IS” and “AS AVAILABLE,” without warranty of any kind, and may be modified, suspended, or discontinued at any time without notice. CurrentWare makes no commitment to general availability of Beta Features, and any service-level, indemnification, support, security, or data-protection commitments applicable to generally available Modules do not apply to Beta Features except to the extent expressly stated in writing. Customer’s use of Beta Features is voluntary, and Customer assumes all risk arising from such use.

4.4 AI-Generated Insights. Customer acknowledges that the Service may include artificial intelligence, machine learning, or automated-analytics features used to generate insights, alerts, summaries, or recommendations. Such outputs are probabilistic, may be incomplete or inaccurate, and are provided for informational purposes to assist (not replace) human review and decision-making. Customer shall not (a) use AI outputs to train, develop, or improve any competing artificial intelligence or machine-learning model, or (b) attempt to extract model training data, model weights, or internal model parameters from the Service. 

5. AUTHORIZED USERS; CUSTOMER RESPONSIBILITIES

5.1 Authorized Users. Customer shall ensure that each Authorized User complies with this Agreement and any Authorized-User terms made available by CurrentWare. Customer is responsible and liable for all access to and use of the Service through credentials issued to it or its Authorized Users, whether or not authorized by Customer. 

5.2 Account Security. Customer is responsible for maintaining the confidentiality of all account credentials and for promptly notifying CurrentWare of any unauthorized access to or use of the Service. 

5.3 Customer Systems. Customer is responsible for procuring, configuring, securing, and maintaining all Endpoints, networks, and other systems used to access or operate the Service, and for the network connectivity required to receive Updates and transmit telemetry. 

6. ACCEPTABLE USE; PROHIBITED USES

6.1 Acceptable Use Generally. Customer shall use the Service only for lawful business purposes and in compliance with this Agreement, the Documentation, and all applicable laws.

6.2 Use Restrictions. Customer shall not, and shall not permit any Authorized User or third party to, directly or indirectly:

(a) use or copy the Service, the Modules, the Agent, or the Documentation other than as expressly permitted by this Agreement; 

(b) sell, resell, license, sublicense, lease, lend, distribute, or otherwise make the Service available to any third party, including on a service-bureau, time-sharing, or hosting basis; 

(c) modify, translate, adapt, or create derivative works of the Service or the Documentation, except as expressly permitted under Section 12.5; 

(d) reverse engineer, disassemble, decompile, or otherwise attempt to derive source code or underlying algorithms from the Service; 

(e) remove or alter any proprietary notices on the Service or the Documentation; 

(f) use the Service in any safety-critical environment or application, including power-generation, transport-management, life-support, or weapons systems; 

(g) use the Service in violation of any applicable law, regulation, or right of any third party (including any intellectual property right or right of privacy); 

(h) circumvent any technological copy-protection or security feature of the Service; 

(i) use the Service for benchmarking or competitive analysis, or to develop a product or service that competes with the Service; 

(j) use AI outputs of the Service to train competing artificial intelligence or machine-learning models, or attempt to extract training data or internal model parameters; or 

(k) configure or attempt to configure the Service to perform any function expressly excluded under Section 6.3.

6.3 Prohibited Surveillance Uses. Customer shall not use, and shall not permit any Authorized User to use, the Service for: (a) unlawful surveillance of any individual; (b) unlawful discrimination or retaliation against any worker; (c) circumventing any works-council, collective-bargaining, employee-representative, co-determination, or whistleblower protection; or (d) any other use that violates applicable law.

7. EMPLOYEE MONITORING COMPLIANCE

7.1 Customer Responsibility. Customer is solely responsible for determining whether, and the manner in which, its use of the Service to monitor its personnel is permitted under applicable law, and for compliance with all applicable employee-monitoring, labour, employment, privacy, and data-protection laws. CurrentWare makes no representation that Customer’s intended use of the Service will comply with any applicable law in any jurisdiction.

7.2 Specific Compliance Obligations. Without limiting Section 7.1, Customer shall comply with all applicable employee-monitoring laws, as applicable to the Customer’s use of the Service, including (without limitation):

(a) the New York Electronic Monitoring Law (N.Y. Civ. Rights Law § 52-c), including the requirement to provide written notice to employees upon hiring and to post conspicuously in the workplace;

(b) the Connecticut electronic monitoring notice statute (Conn. Gen. Stat. § 31-48d), including posting and notice requirements;

(c) the Ontario Employment Standards Act, 2000, including the requirement to maintain and distribute a written electronic monitoring policy to employees;

(d) EU member-state works-council, co-determination, and employee-representation requirements, including any obligation to consult with or obtain agreement from a works council, social-economic committee, or similar body before deploying monitoring software; and

(e) all other applicable federal, provincial, state, and local employee-monitoring, privacy, surveillance, labour, and consumer-protection laws.

For clarity, employee-monitoring, privacy, and workplace notice obligations vary by jurisdiction, sector, and context, including across Canadian federal and provincial regimes. Customer is solely responsible for determining which laws apply to its use of the Service and for satisfying all resulting notice, policy, consultation, consent, proportionality, labour, and employment obligations.

7.3 Notice and Lawful Basis. Customer shall, at all times during the Subscription Term, (a) maintain a lawful basis under applicable data-protection law for the collection, use, disclosure, and other processing of Employee Personal Data through the Service; (b) provide all required notices, disclosures, and policies to its monitored personnel; and (c) where required by applicable law, obtain valid consent from monitored personnel.

7.4 Proportionality and Purpose Limitation. Customer shall configure and use the Service in a manner that is proportionate to the legitimate business purpose for which monitoring is conducted, and shall limit collection of Employee Personal Data to that which is necessary for such purpose.

7.5 Customer Indemnity. Customer shall defend, indemnify, and hold harmless CurrentWare and its Affiliates and their respective officers, directors, employees, and agents (collectively, the “CurrentWare Indemnitees“) from and against any and all losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to any third-party claim, action, investigation, or regulatory proceeding alleging or arising from Customer’s failure to comply with its obligations under this Section 7 or applicable law. This indemnity is in addition to, and not in limitation of, the indemnification obligations in Section 19.

8. SANCTIONS AND EXPORT COMPLIANCE

8.1 Sanctions Compliance. Customer represents, warrants, and covenants that Customer, its Affiliates, its Authorized Users, and its end users (a) are not the subject or target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC“), the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury (United Kingdom), the Department of Foreign Affairs and Trade (Australia), Global Affairs Canada, or any other applicable sanctions authority (collectively, “Sanctions“); (b) are not located, organized, or resident in any country or territory that is the subject of comprehensive Sanctions; and (c) will not use the Service in any manner that would cause CurrentWare to violate any Sanctions.

8.2 Sanctions Screening. Customer shall implement reasonable procedures to screen its Authorized Users and end users for compliance with Sanctions, and shall not provide access to the Service to any sanctioned person or in any sanctioned jurisdiction.

8.3 Export Controls. The Service may be subject to Canadian, U.S., U.K., EU, and other export-control laws and regulations. Customer shall not, directly or indirectly, export, re-export, or release the Service or any technical data in violation of such laws, including the U.S. Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). Customer shall obtain all required export licenses and governmental approvals before exporting, re-exporting, or releasing the Service.

9. FEES; TAXES; OVER-DEPLOYMENT TRUE-UP

9.1 Fees. Customer shall pay all Fees set forth on the Order Form in advance and in accordance with the payment terms specified on the Order Form. All Fees are non-refundable except as expressly stated in this Agreement. 

9.2 Taxes. Fees are exclusive of all taxes. Customer is responsible for all sales, use, value-added, withholding, and similar taxes (other than taxes on CurrentWare’s net income).

9.3 Currency. Unless otherwise stated on the Order Form, all amounts are denominated in USD dollars. 

9.4 Renewal Pricing. CurrentWare may change Fees applicable to a Renewal Term upon at least thirty (30) days’ written notice prior to the start of such Renewal Term. 

9.5 Over-Deployment True-Up. If at any time the number of Endpoints, Authorized Users, or other licensed units in actual use exceeds the number allowed under the Order Form, then: (a) Customer agrees to, within seven (7) days of CurrentWare’s notice, pay retroactive Fees for such excess use, calculated at CurrentWare’s then-current undiscounted list rates; and (b) Customer shall, prior to any further use, procure additional licenses sufficient to bring its use into compliance with this Agreement. Excess use shall be deemed to have commenced on the effective date of the applicable Order Form or the date of CurrentWare’s most recent audit, whichever is later, unless Customer can demonstrate by documentary evidence a later commencement date. CurrentWare may also exercise the audit rights set forth in Section 9.6.

9.6 Audit. During the Subscription Term and for three (3) months thereafter, CurrentWare may, on at least seven (7) days’ prior written notice and not more than once per twelve (12)-month period (except in cases of suspected material breach), audit Customer’s use of the Service to verify compliance with this Agreement. Customer agrees to reasonably cooperate with such audits. CurrentWare’s auditors will examine only information directly related to Customer’s use of the Service and will not access Customer’s Confidential Information beyond what is necessary. 

10. TERM; SUSPENSION; TERMINATION

10.1 Term. This Agreement commences on the effective date of the applicable Order Form and continues for the initial subscription term stated on the Order Form (the “Initial Term“). Thereafter, the Subscription Term will automatically renew for successive renewal terms of twelve (12) months (each, a “Renewal Term“) unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. 

10.2 Suspension. CurrentWare may suspend Customer’s access to the Service if (a) Customer’s account is overdue; (b) Customer has exceeded its licensed scope of use; (c) Customer has materially breached this Agreement; or (d) suspension is reasonably necessary to prevent harm or liability to other customers, third parties, or the security, stability, availability, or integrity of the Service. CurrentWare will, where practicable, provide Customer with advance notice. Customer remains responsible for Fees during any suspension period. 

10.3 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party (a) fails to cure any material breach (including a failure to pay Fees) within thirty (30) days after written notice describing the breach; (b) ceases operations without a successor; or (c) becomes insolvent, makes a general assignment for the benefit of creditors, or commences (or has commenced against it and not dismissed within sixty (60) days) any bankruptcy, receivership, or similar proceeding. CurrentWare may also terminate immediately for repeated material violations of Sections 5, 6, 7, or 8     . 

10.4 Termination for Convenience by Customer. Customer may terminate the Service for convenience only by providing notice of non-renewal in accordance with Section 10.1. Termination by Customer for any reason other than CurrentWare’s uncured material breach does not relieve Customer of its obligation to pay Fees for the remainder of the then-current Subscription Term. 

10.5 Effect of Termination. Upon expiration or termination of this Agreement: (a) Customer’s right to access and use the Service (other than perpetually-licensed on-premises components governed by the On-Prem EULA, as described in Section 3.4) terminates; (b) Customer shall cease all use of the Service, uninstall the Agent and Console (as applicable), and destroy all copies of CurrentWare Confidential Information in its possession or control; (c) Customer’s right to access Customer Data hosted by CurrentWare ceases, subject to the data-export and deletion timelines stated in Exhibit B (DPA); and (d) all Fees accrued through the effective date of termination remain payable. If CurrentWare terminates for cause under Section 10.3, all Fees for the remainder of the then-current Subscription Term become immediately due and payable. 

10.6 Survival. Sections 1, 6, 7.5, 8, 9 (with respect to accrued Fees), 10.5, 10.6, 12, 14, 15 (as set forth in Exhibit B), 18, 19, 20, 22, and 23, and any other provision that by its nature should survive, will survive termination. 

11. MAINTENANCE AND SUPPORT

11.1 Standard Support. During the Subscription Term, CurrentWare will provide standard technical support services for the Service during its normal business hours, Monday through Friday, from 8:00 a.m. to 5:00 p.m. Eastern Time, excluding statutory holidays observed by CurrentWare. Standard support services are provided through CurrentWare’s support ticketing system and such other communication channels (including email or web-based support portals) as CurrentWare may make generally available from time to time. The scope of, and response targets for, standard support services may vary by support tier and are limited to assisting with issues relating to the operation of the Service as described in the Documentation.

11.2 Updates. CurrentWare may provide Updates from time to time at its discretion. All Updates will be deemed part of the Service and subject to this Agreement. For CurrentWare Cloud and Hybrid Deployments, CurrentWare will deploy Updates to the Console; for On-Premises Deployments and Agents, Customer is responsible for installing Updates within a reasonable time after they are made available. Updates do not include new versions or new releases of the Service that CurrentWare designates as separate or new products. 

12. INTELLECTUAL PROPERTY; FEEDBACK; LICENSE-BACK

12.1 CurrentWare IP. As between the Parties, CurrentWare retains all right, title, and interest, including all intellectual property rights, in and to the Service, the Modules, the Agent, the Console, the Documentation, all AI models, algorithms, and machine-learning technologies used in the Service, and all derivatives, improvements, and modifications thereof. No rights are granted to Customer except as expressly set forth in this Agreement. 

12.2 Customer Data. As between the Parties, Customer retains all right, title, and interest in and to Customer Data. Customer hereby grants CurrentWare a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, display, and otherwise use Customer Data solely as necessary to provide and improve the Service, comply with applicable law, and exercise its rights and perform its obligations under this Agreement, in each case subject to Exhibit B (DPA).

12.3 Aggregated and De-Identified Data. CurrentWare may generate aggregated, anonymized, or de-identified data from Customer Data and may use such data for any lawful business purpose, including improving the Service, developing new features, and producing benchmarks, provided that such data does not identify Customer or any individual.

12.4 Feedback. If Customer provides any suggestions, feedback, or comments regarding the Service, CurrentWare may freely use such feedback without restriction or compensation, and Customer hereby grants CurrentWare a perpetual, irrevocable, worldwide, royalty-free license to use such feedback for any purpose.

12.5 License-Back of Customer Modifications. To the extent Customer is expressly permitted in writing by CurrentWare to make any modifications, customizations, configurations, scripts, integrations, or derivative works of or relating to the Agent, Console, or any other component of the Service (collectively, “Customer Modifications“), Customer grants to CurrentWare a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit such Customer Modifications for any purpose, including incorporation into the Service. For clarity, this Section 12.5 does not authorize any modification not otherwise expressly permitted under this Agreement.

12.6 Compliance Information. CurrentWare may collect and use information regarding use of the Service and Endpoints, including for purposes of providing maintenance and support, verifying compliance with this Agreement, improving the Service, and developing Updates. 

13. OPEN SOURCE SOFTWARE

The Agent and other components of the Service may include or be distributed with open-source software (“OSS“) that is subject to separate license terms (“OSS Licenses“). A list of OSS components and applicable OSS Licenses for the Agent will be made available in the Documentation or upon Customer’s request. To the extent any OSS License conflicts with this Agreement with respect to the OSS component, the OSS License will govern solely with respect to such OSS component. CurrentWare’s warranties, indemnities, and other obligations under this Agreement do not apply to OSS to the extent disclaimed in the applicable OSS License.

14. CONFIDENTIALITY

14.1 Definition. “Confidential Information” means information disclosed by one Party (the “Disclosing Party“) to the other (the “Receiving Party“) that is identified as confidential or that, given the nature of the information and the circumstances of disclosure, should reasonably be understood to be confidential, including the Service and Documentation (as Confidential Information of CurrentWare), Customer Data and configuration information collected outside the scope of Section 12.6 (as Confidential Information of Customer), and the financial terms and existence of this Agreement (as Confidential Information of both Parties). 

14.2 Exclusions. Confidential Information does not include information that (a) was rightfully known to the Receiving Party without restriction prior to disclosure; (b) is or becomes generally known through no fault of the Receiving Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information. 

14.3 Obligations. The Receiving Party shall (a) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses for its own similarly sensitive information, and in no event less than reasonable care; (c) limit access to Confidential Information to its representatives who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein; and (d) promptly notify the Disclosing Party of any unauthorized use or disclosure. 

14.4 Compelled Disclosure. If the Receiving Party is required by law to disclose Confidential Information, it shall, where legally permitted, promptly notify the Disclosing Party so that the Disclosing Party may seek a protective order, and shall reasonably cooperate with such efforts. 

14.5 Trade Secrets. With respect to Confidential Information that constitutes a trade secret, the obligations in this Section 14 will continue for as long as such information qualifies as a trade secret under applicable law. 

15. DATA PROTECTION AND PRIVACY

15.1 Roles. With respect to Employee Personal Data and other Customer personal data processed through the Service, Customer is the “controller” (or “business” or equivalent) and CurrentWare is the “processor” (or “service provider” or equivalent), in each case as those terms are defined under applicable data-protection law. The Parties’ rights and obligations with respect to such processing are stated in Exhibit B (Data Processing Agreement), which is incorporated by reference and forms an integral part of this Agreement.

15.2 Categories of Personal Data. Customer acknowledges and agrees that the Service processes the categories of Employee Personal Data described in Exhibit B, which include web activity, application usage, idle time, file-transfer events, USB and peripheral device activity, and productivity scores. 

15.3 Customer Covenants. Customer covenants and warrants that, throughout the Subscription Term, it shall: (a) maintain a valid lawful basis under applicable law for the processing of Employee Personal Data through the Service; (b) provide all notices and disclosures, and obtain all consents, required under applicable law from monitored personnel; (c) limit configuration and use of the Service to purposes that are proportionate and necessary to its legitimate business needs; and (d) instruct CurrentWare with respect to processing of Employee Personal Data only in a manner consistent with applicable law.

15.4 DPA Topics. Exhibit B addresses, among other things: (a) compliance with the EU GDPR, UK GDPR,PIPEDA and applicable provincial Canadian privacy laws, including Quebec Law 25, and the Australian Privacy Act 1988; (b) international transfer mechanisms, including Standard Contractual Clauses and comparable contractual safeguards where applicable; (c) Customer’s obligation to establish and document a lawful basis for processing and, where applicable, cross-border transfers of Employee Personal Data; (d) subprocessor management; (e) security measures; (f) data subject rights assistance; and (g) retention, return, and deletion of Customer Personal Data.

16. AUDIT LOGS; DATA SUBJECT REQUESTS; REGULATORY COOPERATION

16.1 Admin Access Logs. CurrentWare will maintain administrative access logs within the Console that record, at a minimum, (a) administrative access to the Console and (b) material configuration or policy changes made by Authorized Users with administrative privileges, in each case to the extent supported by the Service. Such logs are maintained for security, compliance, and operational purposes and are retained for a reasonable period determined by CurrentWare for such purposes. Administrative access logs may be made available to Customer through the Console, as and to the extent such functionality is supported by the Service.

16.2 DSAR Assistance. Taking into account the nature of the processing and the information available to CurrentWare, CurrentWare will provide reasonable assistance to Customer to enable Customer to respond to data subject access, deletion, rectification, restriction, portability, and objection requests, and to other requests by data subjects under applicable data-protection law, in accordance with Exhibit B.

16.3 Regulatory Inquiries. CurrentWare will reasonably cooperate with Customer’s responses to inquiries, audits, or investigations by data-protection authorities, employment regulators, or other competent authorities relating to Customer’s use of the Service.

17. SECURITY

CurrentWare will implement and maintain appropriate technical and organizational security measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, as further described in Exhibit B. CurrentWare will notify Customer without undue delay after becoming aware of any security incident affecting Customer Data, in accordance with Exhibit B and applicable law.

18. WARRANTIES; DISCLAIMERS

18.1 Mutual Warranties. Each Party represents and warrants to the other that (a) it is duly organized and validly existing under the laws of its jurisdiction; (b) it has full power and authority to enter into and perform this Agreement; and (c) its execution and performance of this Agreement do not conflict with any other agreement to which it is bound.

18.2 CurrentWare Service Warranty. CurrentWare warrants that, during the Subscription Term, the Service, when used in accordance with the Documentation, will materially conform to the Documentation. Customer’s exclusive remedy, and CurrentWare’s sole liability, for breach of this warranty is, at CurrentWare’s option, repair or replacement of the non-conforming Service or, if CurrentWare is unable to do so within a reasonable time, termination of the affected Order Form and a refund of pre-paid, unused Fees for the affected portion of the Service. Without limiting the foregoing, CurrentWare does not warrant that the Service will be continuously available, uninterrupted, or error-free, or that any specific uptime or availability level will be achieved.

18.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 18.2, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE MODULES, THE AGENT, THE CONSOLE, BETA FEATURES, AI OUTPUTS, AND THE DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND CURRENTWARE, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL CONDITIONS, WARRANTIES, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET POSSESSION, AND NON-INFRINGEMENT, AND WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, CURRENTWARE DOES NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, OR THAT ALL ERRORS CAN OR WILL BE CORRECTED. CUSTOMER ACKNOWLEDGES THAT DETERMINING WHETHER ITS USE OF THE SERVICE COMPLIES WITH ANY APPLICABLE LAW, REGULATION, OR INDUSTRY REQUIREMENT IS SOLELY CUSTOMER’S RESPONSIBILITY. 

19. INDEMNIFICATION

19.1 CurrentWare Indemnity. CurrentWare shall defend Customer against any third-party claim alleging that the Service, as provided by CurrentWare and used by Customer in accordance with this Agreement, infringes a Canadian, U.S., U.K., or EU patent issued as of the effective date of the applicable Order Form, copyright, or trade secret of such third party, and shall indemnify Customer for damages and costs finally awarded by a court of competent jurisdiction or paid in settlement approved by CurrentWare. CurrentWare’s obligations under this Section 19.1 do not apply to the extent any claim arises from (a) Customer Data; (b) modifications to the Service not made by CurrentWare; (c) combination of the Service with non-CurrentWare products, services, or data; (d) use of the Service in violation of this Agreement or the Documentation; (e) Beta Features or OSS; or (f) Customer’s continued use of the Service after notice of alleged infringement. If the Service is or, in CurrentWare’s opinion, may become the subject of an infringement claim, CurrentWare may, at its option and expense, (i) procure for Customer the right to continue using the Service, (ii) modify the Service to be non-infringing without material loss of functionality, or (iii) terminate the affected portion of the Service and refund pre-paid, unused Fees. THIS SECTION 19.1 STATES CURRENTWARE’S SOLE LIABILITY, AND CUSTOMER’S EXCLUSIVE REMEDY, FOR ANY INFRINGEMENT CLAIM.

19.2 Customer Indemnity. Customer shall defend, indemnify, and hold harmless the CurrentWare Indemnitees from and against any third-party claim, action, investigation, or regulatory proceeding, and all related losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees), to the extent arising out of or resulting from:

(a) Customer Data, including any allegation that Customer Data infringes, misappropriates, or otherwise violates the rights of, or has caused harm to, a third party;

(b) Customer’s breach of this Agreement, including Sections 5 (Authorized Users; Customer Responsibilities), 6 (Acceptable Use; Prohibited Uses), 7 (Employee Monitoring Compliance), 8 (Sanctions and Export Compliance), or 15.3 (Customer Covenants);

(c) Customer’s violation of applicable law, including employment, labour, employee-monitoring, privacy, data-protection, sanctions, or export-control laws, arising from Customer’s configuration or use of the Service; or

(d) Customer’s use of the Service in a manner not authorized by this Agreement or the Documentation.

The foregoing indemnity obligations shall not apply to the extent a claim arises from CurrentWare’s breach of this Agreement, violation of applicable law, or gross negligence or wilful misconduct.

19.3 Procedure. The Party seeking indemnification (the “Indemnified Party“) shall (a) promptly notify the indemnifying Party (the “Indemnifying Party“) of the claim; (b) give the Indemnifying Party sole control of the defense and settlement of the claim (provided that the Indemnifying Party shall not settle any claim that imposes any non-monetary obligation on the Indemnified Party without its prior written consent); and (c) provide reasonable cooperation, at the Indemnifying Party’s expense.

20. LIMITATION OF LIABILITY

20.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES (OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS) BE LIABLE FOR ANY (a) LOSS OF REVENUE OR PROFITS; (b) LOSS OF BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS; (c) LOSS, CORRUPTION, OR INACCURACY OF DATA; (d) BUSINESS INTERRUPTION; (e) FAILURE TO TRANSFER OR TRANSMIT INFORMATION ACCURATELY; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, IN EACH CASE WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

20.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, UNDER ANY THEORY OF LIABILITY, WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

20.3 Exceptions. The limitations and exclusions set forth in this Section 20 do not apply to: (a) Customer’s payment obligations under this Agreement; (b) either Party’s indemnification obligations under Section 19; (c) Customer’s violation of applicable law, including employment, labour, employee-monitoring, privacy, data-protection, sanctions, or export-control laws, in each case to the extent arising from Customer’s configuration or use of the Service; (d) either Party’s breach of Section 14 (Confidentiality); (e) infringement, misappropriation, or violation by either Party of the other Party’s intellectual property rights; (f) a Party’s gross negligence or willful misconduct; or (g) any liability that cannot be excluded or limited by applicable law.

20.4 Essential Purpose. The limitations in this Section 20 apply notwithstanding the failure of any limited remedy of its essential purpose. 

21. INSURANCE

CurrentWare shall maintain commercial general liability, professional liability/errors and omissions, cyber liability, and workers’ compensation insurance with coverages and limits commensurate with industry standards for SaaS providers of comparable size and risk profile. Upon Customer’s reasonable request, CurrentWare will provide certificates of insurance evidencing such coverages.

22. GOVERNING LAW; DISPUTE RESOLUTION

22.1 Governing Law. This Agreement and all matters arising out of or relating to it are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. 

22.2 Escalation. Before initiating any formal dispute-resolution proceeding (other than for injunctive relief), the Parties shall attempt in good faith to resolve any dispute through executive escalation. Either Party may, by written notice, escalate a dispute to a senior executive of each Party, who shall meet (in person or by videoconference) within thirty (30) days of such notice and attempt in good faith to resolve the dispute.

22.3 Forum. If the dispute is not resolved through escalation within sixty (60) days, either Party may institute legal proceedings exclusively in the courts located in Toronto, Ontario, and each Party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based on inconvenient forum. Notwithstanding the foregoing, either Party may at any time seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

22.4 Equitable Relief. The Parties acknowledge that a breach of Sections 6, 12, or 14 may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the non-breaching Party will be entitled to seek equitable relief without the requirement of posting bond.

23. GENERAL PROVISIONS

23.1 Entire Agreement; Order of Precedence. This Agreement, together with all Order Forms, Exhibits, and Schedules, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral. Commercial terms applicable to the Service, including pricing, licensed scope, Subscription Term, renewal terms, support entitlements, and Deployment Model, are valid only if expressly set forth in an Order Form. No such terms are binding unless included in an executed Order Form. In the event of conflict, the following order of precedence applies: (a) an Order Form, but solely with respect to commercial terms expressly set forth therein; (b) the body of this Agreement; and (c) the Exhibits and Schedules (with Exhibit B (DPA) controlling for matters relating to data protection). The On-Prem EULA continues to govern the local installation and operation of on-premises software components in accordance with Section 3.4.

23.2 Amendments; Waivers. No amendment, modification, or waiver of any provision of this Agreement is effective unless in writing and signed by both Parties. No failure or delay by either Party in exercising any right will operate as a waiver of such right. 

23.3 Assignment. Customer shall not assign or transfer this Agreement (whether by operation of law, change of control, or otherwise) without CurrentWare’s prior written consent. CurrentWare may assign or transfer this Agreement without consent to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.

23.4 Force Majeure. Neither Party will be liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, governmental action, labour disputes, internet or telecommunications failures, or power outages. 

23.5 Notices. All notices under this Agreement must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail, or email (with confirmation of receipt) to the addresses set forth on the Order Form. Notices are effective upon receipt. 

23.6 Severability. If any provision of this Agreement is held invalid or unenforceable, such provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. 

23.7 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns and confers no rights on any third party. 

23.8 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

23.9 Government End Users. The Service is “commercial computer software” and “commercial computer software documentation.” U.S. government end users acquire only those rights set forth in this Agreement.

23.10 Language. The Parties have expressly required that this Agreement and all related documents be drafted in the English language only. Les Parties ont expressément exigé que la présente convention ainsi que tous les documents qui s’y rattachent soient rédigés en langue anglaise seulement. 

23.11 Headings; Interpretation. Headings are for reference only and do not affect interpretation. The words “include” and “including” are deemed followed by “without limitation”; the word “or” is not exclusive. 

23.12 Counterparts. This Agreement may be executed in counterparts (including by electronic signature), each of which is an original and all of which together constitute one instrument.

EXHIBIT A – MODULE AND DEPLOYMENT MODEL SCHEDULE

A.1 Modules. The Service consists of the following Modules, each separately licensed:

Module	Description
BrowseReporter	Productivity and employee-activity analytics, including website usage, application usage, idle time, productivity trends, and team-level and individual reporting.
BrowseControl	Web filtering and internet management, including category- and URL-based website blocking, acceptable-use policy enforcement, and bandwidth and malware-risk reduction.
AccessPatrol	USB and peripheral device control, including blocking or restricting USB storage devices, read-only enforcement, file-transfer monitoring, and control of Bluetooth, Wi-Fi adapters, and other peripherals.
enPowerManager	Power management and energy savings, including automated shutdown, restart, and logoff policies and power-use reporting.
Additional Modules	Additional analytics, monitoring, or workforce-intelligence Modules made generally available by CurrentWare from time to time and added by Order Form.

A.2 Deployment Models. The Deployment Models available for each Module are set forth in the Order Form. Responsibility allocation, Update obligations, and support scope for each Deployment Model are described in Sections 2.2 and 11 of the Agreement.

EXHIBIT B – DATA PROCESSING AGREEMENT (DPA)