January 1, 2024

This Agreement is made between SIRKit Ltd. ("SIRKit") and you. This Agreement sets forth the standard terms and conditions that governs Orders placed by you (the "Terms and Conditions").

1.    AGREEMENT DEFINITIONS

In this Agreement:

In this Agreement, words importing the masculine gender include the feminine or neuter gender and words in the singular include the plural and vice versa, and words importing individuals shall include firms and corporations and vice versa.

2.    AMENDMENTS

You acknowledge that SIRKit reserves the right to, and may in its discretion, amend the Terms and Conditions, the Privacy Policy, Acceptable Use Policy and/or Services Specifications that are subject to fixed term Service Period at any time and from time to time. Any changes to the Terms and Conditions, the Privacy Policy, Acceptable Use Policy and/or such Services Specifications will be applicable thirty-one (31) days after an updated version has been posted to SIRKit's website and your continued use of Services after such thirty-one (31) day period will be deemed to be your acceptance of the Terms and Conditions, the Privacy Policy, Acceptable Use Policy and/or such Services Specifications, each as amended. If you desire to cancel receiving Services as a result of amendments to terms applicable to such Services as set forth in the amended Service Specifications, you must advise SIRKit of such cancellation prior to the expiration of the aforementioned thirty-one (31) day period, failing which, you will be deemed to have accepted such amendments." For certainty, and notwithstanding the foregoing, if: (i) the Terms and Conditions and/or Service Specifications are amended in respect of Services you are not receiving from SIRKit, (ii) amendments to Terms and Conditions, the Privacy Policy, Acceptable Use Policy or Services Specifications are to correct grammatical or spelling errors, or updating terminology, (iii) your Support Plan is replaced with the NextGen Support Plan that exists at the time of Auto Renewal, (iv) amendments to Terms and Conditions or Services Specifications are with respect to improvements to Services (v) there is a change in Special Project Fees, or (vi) the Privacy Policy is amended and such amendments do not contravene applicable law, you will not be entitled to cancel your Services as a result of any such amendments. SIRKit will advise you (through any one of your primary contacts listed on SIRKit's internal profile for you) in writing (by electronic means) of any amendments to the Terms and Conditions, the Privacy Policy, Acceptable Use Policy, and such Services Specifications not less than thirty-one (31) days prior to such amendments come into effect.

Notwithstanding the foregoing, in the event of any increase in costs for any Services that are not subject to a fixed term Service Period (i.e. the Services are month-to-month), SIRKit will advise you (through any one of your primary contacts listed on SIRKit's internal profile for you) in writing (by electronic means) of any such increase as soon as practicable following SIRKit becoming aware of the same, and the amendment to the applicable Service Specifications reflecting any such increase will take effect at the commencement of the next billing cycle for such Service Specifications (as set out in the applicable Quote). For certainty, with respect to Services that are not subject to a fixed term Service Period, you acknowledge that: (i) the fees payable by you to SIRKit for such Services are based on the applicable manufacturer's suggested retail price ("MSRP"), which MSRP may vary from time to time, and (ii) any variation in MSRP will cause a variation in the fees payable by you to SIRKit for such Services.

3.    SERVICE PERIODS

The Service Period for each of the following Services, and renewal and cancellation in respect of such Services, is as follows:

Services	Service Period	Renewal	Cancellation
Cloud Services (3rd Party)	month to month or 1, 2 or 3 years	Auto Renew	30 days prior written notice
SIRKit360 Cloud Services	month to month or 1, 2 or 3 years	Auto Renew	30 days prior written notice
Microsoft Applications and Services	month to month	Auto Renew	30 days prior written notice
Microsoft Applications and Services	1 year	Auto Renew	Prior written notice within 3 days following renewal of Service Period
Managed IT Services	1, 2 or 3 Years	Auto Renew	30 days prior written notice
On-Demand Services and Special Projects	Project completion	N/A	N/A
Short Term Equipment Services	Week-to-week	N/A	N/A

For certainty, and notwithstanding any other provision of the Agreement, with respect to Managed IT Services, your Service Period will commence on the first day in which you are billed for such Services; provided that, if you commence receiving Services with respect to a Support Plan ("New Services"), or the Service Period for your Services Auto Renews ("Renewed Services"), on or after January 1, 2024, on a day that is not the first day of a month, then:

(i) with respect to New Services, SIRKit will separately bill you for such partial month from the day you receive such Services to the end of the month in which that day falls, at the same rates charged for such Services during your Service Period, prorated for the partial month;

(ii) with respect to Renewed Services, SIRKit will separately bill you for such partial month from the day your Service Period Auto Renews to the end of the month in which that day falls, at the rates charged for such Services during the Service Period for the Renewed Services, prorated for the partial month; and

(iii) for billing purposes, your Service Period will be deemed to commence or Auto Renew, as the case may be, on the 1^st day of the month, immediately following the month in which you commenced receiving Services or your Service Period Auto Renewed.

As the case may be Services not listed in the table above may have alternative Service Period, Renewal and Cancellation options, as set forth in the applicable Quote(s).

Services shall be provided for the Service Period set out in your Quote and/or as noted above, unless earlier suspended or terminated in accordance with this Agreement or your Quote. Services that Auto Renew will not be terminated unless (i) you provide SIRKit with the requisite written notice of your intention not to renew such Services prior to the expiration of the applicable Service Period (see table above), or (ii) SIRKit provides you with written notice no later than thirty (30) days prior to the end of the applicable Service Period of its intention not to renew such Services, and, if applicable, (iii), the Termination Conditions have been satisfied (see Section 17 below).

You acknowledge that, upon Auto Renewal of Managed IT Services, the Support Plan that exists prior to each Auto Renew date, will be replaced with the NextGen Support Plan that exists at the time of Auto Renewal and details of each NextGen Support Plan will be included in your Auto Renew communications.

You have the option, exercisable by written notice to SIRKit, to change your Support Plan to a NextGen Support Plan at any time during your current Service Period (i.e., before the Auto Renew date), for the updated fee set out in a quote to be provided to you by SIRKit following our exercise of the option. Upon your acceptance of the quote, your Support Plan will be updated to a NextGen Support Plan, and the updated fees will apply from the first day of the month following the month in which you exercise the option.

4.    RIGHTS GRANTED

For the duration of the Service Period and subject to you meeting your payment obligations for Services, and except as otherwise set forth in this Agreement, you have the revocable, non-exclusive, non-assignable, royalty free, worldwide limited right to access and use the Services that you ordered, including anything developed by SIRKit and delivered to you as part of the Services, solely for your business operations and subject to the terms of this Agreement and your order, including the Service Specifications. You may allow your Users to use the Services for this purpose and you are responsible for your Users" compliance with this Agreement and the order.

You do not acquire under this Agreement any right or license to use the Services, including the SIRKit Services Environment, in excess of the scope and/or duration of the Services stated in your Quote or this Agreement. Upon the end of the provision of Services, your right to access and use the Services will terminate.

To enable SIRKit to provide you and your Users with the Services, you grant SIRKit the right to use, process, store and transmit, in accordance with this Agreement, your Content and your Applications for the duration of the Services Period plus any additional post-termination period during which SIRKit provides you with access to retrieve an export file of your Content and your Applications.

The Services may contain or require the use of Separately Licensed Third-Party Technology. You are responsible for complying with the Separate Terms specified by the owner or licensor of the Separately Licensed Third-Party Technology and it is your responsibility to review and comply with such Separate Terms. By using Separately Licensed Third Party Technology in connection with your Services, you are deemed to have accepted the applicable Separate Terms even if SIRKit accepts such terms on your behalf (which you authorize SIRKit to do so if required in order for SIRKit to perform Services for you), and SIRKit will not be liable, and you hereby release SIRKit from any Claims you may suffer or incur in connection with your use of Separately Licensed Third Party Technology, including any loss of your Content as result of your breach (i) of licenses for any Separately Licensed Third Party Technology, (ii) this Agreement, (ii) any of your Service Specifications, or (iv) any of your Quotes.

SIRKit may provide certain notices to you in the Service Specifications, Program Documentation, readme or notice files in connection with Separately Licensed Third-Party Technology.

As part of certain Services, SIRKit may provide you with access to Third Party Services. The third-party owner, author or provider of such Third-Party Services retains all ownership and intellectual property rights in and to that content, and your rights to use such Third-Party Services are subject to, and governed by, the terms applicable to such content as specified by such third-party owner, author or provider.

You acknowledge that SIRKit may allow or require providers of third-party programs, services and equipment to access the SIRKit Services Environment and your Services Environment, including your Content and your Applications, as required for support, maintenance, or monitoring and you agree that SIRKit will not be responsible for any use, disclosure, modification or deletion of your Content or your Applications resulting, directly or indirectly, from such access. SIRKit will ensure providers are authorized by the third-party program, services and equipment vendors before access is provided.

5.    OWNERSHIP AND RESTRICTIONS

You retain all ownership and intellectual property rights in and to your Content and your Applications. SIRKit or its licensors retain all ownership and intellectual property rights to the Services, including Ancillary Programs, and derivative works thereof, and to anything developed or delivered by or on behalf of SIRKit under this Agreement.

You may not, and may not cause or permit others to: (a) remove or modify any program markings or any notice of SIRKit's or its licensors" proprietary rights; (b) make the programs or materials resulting from the Services (excluding your Content and your Applications) available in any manner to any third party for use in the third party's business operations (unless such access is expressly permitted for the specific Services you have acquired); (c) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download any part of the Services (the foregoing prohibitions include review of data structures or similar materials produced by programs), or access or use the Services in order to build or support, and/or assist any third party in building or supporting, products or services competitive to SIRKit; (d) perform or disclose any benchmark or performance tests of the Services; (e) perform or disclose any of the following security testing of the SIRKit Services Environment or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; and (f) license, sell, rent, lease, transfer, assign, distribute, host, outsource, permit timesharing or service bureau use, or otherwise commercially exploit or make available the Services, Ancillary Programs, SIRKit Services Environments or SIRKit materials to any third party, other than as expressly permitted under the terms of this Agreement and/or your Quote.

6.    OVERAGES

You acknowledge that use of the Services in a manner not consistent with the Service Specifications may adversely affect Services performance and/or may result in additional fees. Additional usage fees are identified on the Services Specifications URL. If you exceed your allotted limits as detailed in your Service Specifications, you acknowledge that additional charges will apply, and you agree to pay such additional charges. For certainty, SIRKit is not responsible for any overage costs, unless otherwise agreed to by SIRKit in writing.

7.    USE OF THE SERVICES

You acknowledge and agree that you are responsible for all activities that occur under your and your Users' accounts or as a result of your or your Users' access to the Services." Without limiting the generality of the preceding sentence, you agree: (i) to make every reasonable effort to prevent any unauthorized person from accessing the Services, (ii) to notify SIRKit immediately of any unauthorized use of or access to the Services, (iii) to ensure User passwords and multi-factor authentication comply with current NIST (National Institute of Standards and Technology) or CIS Benchmark security frameworks, (iv) that you are responsible for identifying and authenticating all Users, for approving access by such Users to the Services and for maintaining the confidentiality of usernames, passwords and account information, (v) to cause the timely and proper termination of User records (including usernames, passwords and account information) in your Services Environment and, if applicable, the SIRKit Services Environment.

You agree not to use or permit use of the Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, including your Content, your Applications and Third Party Services, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, "junk mail", "spam" or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations, including any laws that impose an obligation on you to report any privacy breaches to the appropriate governmental authorities (each a "Privacy Breach"). If, during the performance of Services, SIRKit discovers a Privacy Breach has occurred in your Services Environment, SIRKit agrees to advise you of such Privacy Breach within 24-hours; however, it is your sole responsibility to report any such Privacy Breach within the required time to the appropriate governmental authorities.

In addition to any other rights afforded to SIRKit under this Agreement, SIRKit reserves the right, but has no obligation, to take remedial action if any material violates the restrictions in the foregoing paragraph the "Acceptable Use Policy" available at https://www.sirkit.ca/acceptable-use), including the removal or disablement of access to such material. SIRKit shall have no liability to you in the event that SIRKit takes such action. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of your Content and your Applications. YOU AGREE TO BE LIABLE TO, DEFEND AND INDEMNIFY SIRKIT AND HOLD IT HARMLESS AGAINST ANY AND ALL CLAIMS THAT SIRKIT MAY SUFFER OR INCUR ARISING OUT OF A VIOLATION OF YOUR OBLIGATIONS UNDER THIS SECTION.

You are required to accept and install all software and hardware updates including all patches, firmware, feature updates, service packs and any other updates that may be required collectively, "Patches") necessary for the proper function and security of the Services, as and when such Patches are released by manufacturers and distributors of such software and hardware (e.g., Microsoft, Hewlett Packard, IBM, etc.)." SIRKit is not responsible for performance, stability, or security issues encountered with the Services that result from any of the following, as determined by SIRKit, acting reasonably: (i) your failure to keep all hardware and software current; (ii) your failure to comply with licenses for Third Party Services ("Non-Compliance"); (iii) your failure to implement and enforce reasonable technology policies, including with respect to industry security standards; (iv) you or your employees causing malware or malicious 3^rd parties to be introduced into your Network; (v) configuring your Network in a manner that makes it susceptible to cyber-attacks or viruses, or (vi) your failure to follow the recommendations of SIRKit following the Proactive Process.

If this Agreement or your Service Specifications is terminated as a result of Non-Compliance" (such as, for example, not having the requisite number of licenses based on the number of Users of Third Party Services), you authorize SIRKit to report such Non-Compliance to the vendor, developer, or owner of the applicable Third Party Services and you release SIRKit from any Claims that you may suffer or incur as a result of such reporting.

You acknowledge and agree that any of your Applications, your Equipment and/or any components of your Equipment (e.g. processors) which are new, unique, or not widely used (each an "Uncommon Asset"), may not be compatible with SIRKit Equipment and/or SIRKit Services Environment and, as such, SIRKit will either not be able to provide all or any of the Services in respect of any Uncommon Asset, or you may be required to pay an additional fee in order for SIRKit to provide you with Services in respect of any such Uncommon Asset.

8.    FEES, TAXES, FEE AMENDMENTS, ARREARS

Unless otherwise approved by SIRKit, all fees payable to SIRKit are immediately due upon receipt of the invoice for Services. Once placed, your Order is non-cancelable, and the sums paid are non-refundable, except as provided in this Agreement or your Order. You will pay any sales, value-added or other similar taxes imposed by applicable law that SIRKit must pay based on the Services you ordered, except for SIRKit's income taxes. You will also reimburse SIRKit for all expenses (e.g., flights, rentals, accommodations, meals, mileage, special tools, shipping, etc.) related to providing any Professional Services and/or Special Projects. Fees for Services are exclusive of taxes and expenses. All invoices not disputed by you within 30 days of receipt are conclusively presumed to be accepted by you.

You understand that you may receive multiple invoices for Services. You agree and acknowledge that you have not relied on the future availability of any Services, programs, products, services, subscriptions, licenses, or updates in entering into the payment obligations in your Quote(s).

Except for Services that have a Service Period of 1 to 3 years, SIRKit reserves the right to change rates for any and all Services upon thirty (30) days' notice. Your continued use of Services that are subject to a rate change will be deemed to be your acceptance as to the rate change.Rate changes for Managed IT Services for the next ensuing Service Period, if any, will be made available to you by SIRKit at least thirty (30) days prior to the expiration of the current Service Period for your Managed IT Services; provided that, if you do not receive any notice of a change in rates for your Services prior to the Auto Renewal of the Service Period, the rates charged to you for Services for the current Service Period will increase by 6% when the Services Auto Renew.

You acknowledge that, for all Services, the following additional charges will apply, and you agree to pay such charges as directed by SIRKit:

o    For all Services, you will be charged a minimum of 0.25 hours per time entry

o    For all communication time (e.g., e-mails), you will be charged a minimum of 0.1 hours per time entry

o    For all maintenance Services you will be charged according to the maintenance timetable outlined in your Service Specifications if the equipment is covered by your Managed IT Services

o    Outside of Business Hours, all support requests not included or covered by your Services Specifications will be charged a minimum of 1.0 hours at the after-hours rate for your Managed IT Services or, with respect to Services that are not Managed IT Services, the then current after-hours rate charged by SIRKit

o    For all on-site calls, you will be charged two-way travel time, regardless of the mode of transportation (e.g., plane, car, train, etc.)

o    You will be charged $75.00 per day per-diem and mileage based on the then current reasonable per-kilometre allowance rate posted and recommended by the Government of Canada for travel 75 km (kilometres) away from (i) the SIRKit office closet to you, or (ii) the location a SIRKit employee is deployed from, in order to perform Services, or any part of them." All Services will be attempted to be performed remotely before any onsite performance occurs.

You acknowledge that, failure to pay fees when due is a breach of this Agreement, and you agree to pay SIRKit late-payment charges of 1.5% per month (being 18% per annum) on all overdue amounts. You also agree to pay SIRKit $30.00 for all returned checks. Additionally, you acknowledge that failure to pay fees when due may result in an adverse outcome to you, including:

(1) A credit hold when your account is 30-days past due, whereby you will not be entitled to receive any new hardware, software, licenses, or support while your account is in arrears ("Stage 1"); OR
(2) when your account is 45+ days past due, whereby you will not be entitled to receive any new hardware, software, licenses or support and revocation of licenses related to Services and/or suspension of Services may be introduced ("Stage 2").

IF STAGE 2 OCCURS, YOU ACKNOWLEDGE YOU ARE LIABLE TO SIRKIT FOR, AND AGREE TO PAY SIRKIT ON DEMAND, ALL COSTS OF COLLECTION OF YOUR OVERDUE ACCOUNT, INCLUDING COLLECTION AGENCY FEES, ATTORNEYS" FEES AND COURT COSTS. ADDITIONALLY, YOU ACKNOWLEDGE AND AGREE THAT YOUR CONTENT MAY BE PERMANENTLY DELETED AND SIRKIT WILL HAVE NO LIABILITY FOR SUCH COLLECTION AND/OR DELETION, AND YOU RELEASE SIRKIT FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, COST AND EXPENSES THAT YOU MAY SUFFER OR INCUR AS A RESULT OF SUCH COLLECTION AND/OR DELETION.

9.    TERMINATION, END OF SERVICES

Either you or SIRKit may cancel Services upon giving the amount of prior written notice, before the end of the applicable Service Period, provided that, if Services are cancelled by you before the end of the applicable Service Period or SIRKit terminates Managed IT Services due to your failure to comply with Section 28, SIRKit will be entitled to, and you agree to pay forthwith on demand, as liquidated damages and not as a penalty, 50% of the fees that would have been payable by you for Services for the remainder of the applicable Service Period had such Services not been cancelled, based on the amount of fees payable by you for such Services in the month immediately prior to the month such cancellation occurs.

Upon the end of the provision of the Services (whether as a result of expiration of the applicable Service Period or otherwise), you no longer have rights to access or use the Services, including the associated SIRKit Services Environment and SIRKit personnel, and, except as may be required by law, SIRKit will permanently delete or otherwise render inaccessible any of your Content that remains in the SIRKit Services Environment upon the end of the provision of the Services to you. You agree that it is your responsibility to request copies of any Content you require before it is permanently deleted and you: (i) acknowledge that, after termination of Services, all documentation, passwords, backups, virtual machines, device information, documents, logs and all other information will be permanently deleted, and (ii) AGREE THAT SIRKIT WILL NOT BE LIABLE, AND YOU RELEASE SIRKIT, FROM ANY CLAIMS THAT YOU MAY SUFFER OR INCUR AS A RESULT OF YOUR FAILURE TO REQUEST YOUR CONTENT PRIOR TO THE TERMINATION DATE OF THE SERVICES. Notwithstanding the foregoing, if at least 7 days prior to the date of termination of the Services, you provide written notice to SIRKit that you desire for SIRKit to supply you with a copy of your Content, SIRKit will supply you with a copy of your Content, subject to pre-payment by you of the total amount owed to SIRKit on your account and the fees set forth in Quote provided to you. You acknowledge and agree that you are solely responsible for data retention, including all measures to ensure data retention, upon expiration of the Service Period and/or termination of the Services."

SIRKit may temporarily suspend your account and access to or use of the SIRKit Services Environment, Third Party Services and Separately Licensed Third-Party Technology if you or your Users violate any provision within this Agreement, or, if in SIRKit's reasonable judgment, the Services or any component thereof are about to suffer a significant threat to security or functionality.

SIRKit will provide notice to you of any suspension of your access to Services and the nature of the circumstances giving rise to the suspension, as determined by SIRKit in its sole discretion. SIRKit will use reasonable efforts to re-establish your access to Services and re-establish affected Services promptly after SIRKit determines, in its discretion, that the situation giving rise to the suspension has been cured. SIRKit may terminate the Services if any of the causes of suspension are not cured within 10 days after SIRKit's initial notice. Any suspension or termination by SIRKit under this paragraph shall not excuse you from your obligation to make payment(s) under this Agreement and your Order.

If you are in breach of any provision of this Agreement or your Quote, SIRKit may, in its discretion, terminate this Agreement and/or the order under which the breach occurred, upon 24 hours" notice. If SIRKit terminates the Agreement or your Quote as specified in the preceding sentence, You must pay forthwith on demand all amounts that have accrued prior to such termination in respect of Services provided to you, as well as all sums remaining unpaid for such Services plus all applicable taxes.

You will be considered to be in breach of this Agreement if any of your assets are taken in execution or by attachment by any of your creditors, or you make any assignment for the benefit of your creditors, or your take the benefit of any legislation that may be in force for bankrupt or insolvent debtors, or you commit any other act of insolvency. You acknowledge and agree that if you are in default of your obligations under this Agreement, you may not use or have access to Services.

SIRKit makes no guarantee related to retaining any data stored in connection with Services following the expiration of the Service Period or termination of this Agreement. You acknowledge that you are solely responsible for data retention, including all measures to ensure data retention, upon expiration of the applicable Service Period (without renewal) and/or termination of this Agreement.

10.  SERVICE LEVELS

All requests, other than those requests that require a separate Quote, will be tracked by a unique identification number (referred to as a "Ticket Number"). If submitted by e-mail to support@sirkit.ca, the SIRKit system will send back a confirmation e-mail with a Ticket Number if the request is successfully received. For certainty, a Ticket Number will not be created for requests that require a separate Quote.

SIRKit's business hours are as follows ("Business Hours"):

o    For Managed IT Services, 7 a.m. - 6 p.m. (MT), Monday through Friday, other than statutory holidays, civic holidays, and the next business day following a statutory or civic holiday if it lands on a weekend

o    For all other Services, 8 a.m. - 5 p.m. (MT), Monday through Friday, other than statutory holidays, civic holidays, and the next business day following a statutory or civic holiday if it lands on a weekend

With exception to Managed IT Services, the response time for all requests will be within twelve (12) Business Hours of the request being received by e-mail and acknowledged by SIRKit with a Ticket Number.

You acknowledge that, regardless of the type of Service:

o    Response time is not resolution time

o    SIRKit commits to meeting or exceeding the listed response times for 95% of helpdesk tickets per month

o    SIRKit's response times are not guaranteed if a third-party event, that is not directly in SIRKit's control, impacts Helpdesk (e.g., major cyber security incident, major outage, etc.)

o    Calls between you and SIRKit will, in most instances, be recorded for training and quality assurance purposes and you consent to such calls being recorded

SIRKit does not tolerate any abuse of its employees and, if you do abuse any of SIRKit's employees (as determined by SIRKit, acting reasonably), such action shall, as the sole discretion of SIRKit, constitute a default of this Agreement and may result in termination of your Services (as determined by SIRKit, in its sole discretion).

SIRKIT360 Cloud Services

If SIRKit360 Cloud Services are interrupted due to reasons that are in the absolute control of SIRKit or as a result of the acts or omissions of SIRKit that are not as a result of you being in breach of your obligations under the Agreement ("Service Interruption"), the following will apply:

o    If the Service Interruption is more than 12 hours and less than 48 hours from the time the Service Interruption is reported to and acknowledged by SIRKit and an associated Ticket Number is generated, the scheduled fee payment for interrupted Services payable by you in the month immediately following the month in which the Service Interruption occurs (for certainty, excluding any arrears, interest or termination fees) will be reduced by 25%

o    If the Service Interruption is for 48 or more hours from the time the Service Interruption is reported to and acknowledged by SIRKit and an associated Ticket Number is generated, the scheduled fee payment for interrupted Services payable by you in the month immediately following the month in which the Service Interruption occurs (for certainty, excluding any arrears, interest or termination fees) will be reduced by 50%.

Managed IT Services

For Managed IT Services:

o Subject to the determination that an emergency situation exists, which is within the sole discretion of SIRKit acting reasonably, the response time for emergencies reported to SIRKit by you will be:

o    Within two (2) hours of the request being received during Business Hours by telephone and acknowledged via telephone by a live SIRKitIRKit's representative

o    Within four (4) hours of the request being received outside of Business Hours by telephone and acknowledged via telephone by a live SIRKit representative.

o The response time for non-emergencies reported to SIRKit by you will be within six (6) Business Hours of the request being received by e-mail or telephone, and acknowledged by SIRKit with a Ticket Number.

o A request will be considered an emergency if any of the following criteria are met:

o    An issue that is both high-impact and high-urgency (as per your management acting reasonably)

o    An issue that adversely impacts an entire location (i.e., server down, network outage)

o    An issue that has a high likelihood of creating an unexpected outage (i.e., drive failure in a server)

o    Any issue or incident that severely impacts a large number of employees or puts client data or well-being at risk.

Please note, you are expected to be reasonable when declaring emergencies. SIRKit reserves the right to downgrade the request to a non-emergency status if it does not agree that the request is genuinely an issue that severely impacts your business, or you repeatedly abuse the emergency status (i.e., Everything is an emergency).

Microsoft Applications and Services Storefront Services

For Microsoft Applications and Services Storefront Services, SIRKit will use commercially reasonable efforts to provide you with support in respect of resolving issues that may arise in connection with the Microsoft Applications and Services (such as account set-up, sign-up, accounts and billing, service, and software updates); provided that, SIRKit makes no warranties that any support services will be successful in resolving any such issues. SIRKit Helpdesk (i.e., general support in respect of the Microsoft Applications and Services) is available to you for additional fees, unless you have a Managed IT Services Support Plan that includes Helpdesk, in which case, the Helpdesk fee for the Microsoft Applications and Services is included under your Service Specifications for Managed IT Services." Pursuant to the Microsoft Customer Agreement, Microsoft makes certain service level commitments to you (the "Microsoft SLA"). In the event of a service failure, you may contact SIRKit to advise it of the service failure, following which, SIRKit will use commercially reasonable efforts to resolve the issue subject to this Agreement.

11.  DATA PROTECTION

In performing the Services, SIRKit will comply with the Privacy Policy (which is available at https://www.sirkit.ca/privacy-policy and incorporated herein by reference). The Privacy Policy is subject to change at SIRKit's discretion; however, such changes will not result in a material reduction in the level of protection provided for any personal data provided as part of your Content during the Services Period of your Services.

12.  ACCESS TO SITE & EQUIPMENT

With respect to Managed IT Services, On-Demand Services and Professional Services, you agree to provide SIRKit (and its agents) access to your premises, full IT infrastructure, all IT related devices, software and software licensing necessary for the provision of the applicable Services, at SIRKit's reasonable request to make such installations, service, inspections, tests, maintenance, monitoring, audits and adjustments as are necessary for the provision of the applicable Services.

If you subscribe for Managed IT Services or if any SIRKit Equipment is located at your premises, you must immediately notify SIRKit of any emergencies or dangerous or adverse conditions at your premises, including smoke, fire, or flooding, or any material damage or destruction.

13.  DISCLAIMERS AND EXCLUSIVE REMEDIES

WITH RESPECT TO ALL SERVICES, SIRKIT DOES NOT GUARANTEE THE UPTIME OR SECURITY OF ANY NETWORK OR SYSTEM. SIRKIT DOES NOT GUARANTEE THAT (A) THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT SIRKIT WILL CORRECT ALL SERVICES ERRORS, (B) THE SERVICES WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR YOUR APPLICATIONS, OR WITH ANY OTHER PRODUCTS, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT PROVIDED BY SIRKIT, (C) THE SERVICES WILL MEET YOUR REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS AND (D) PRODUCTS YOU PURCHASE FROM SIRKIT, ALL WHICH YOU ACKNOWLEDGE ARE SOLD TO YOU ON AN AS-IS BASIS, WILL FUNCTION OR PERFORM AS INTENDED. YOU ACKNOWLEDGE THAT SIRKIT DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. SIRKIT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. SIRKIT IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT, YOUR APPLICATIONS OR THIRD-PARTY SERVICES. SIRKIT DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THIRD-PARTY SERVICES OR SERVICES OR FUNCTIONALITY OF PRODUCTS AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD PARTY SERVICES OR SERVICES FUNCTIONALITY OF PRODUCTS.

FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY, AND SIRKIT'S ENTIRE LIABILITY SHALL, BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF SIRKIT CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND SIRKIT WILL REFUND FEES FOR THE TERMINATED SERVICES AS FOLLOWS: (I) FOR TERMINATED SERVICES THAT HAVE A SERVICE PERIOD, FEES THAT YOU PAID TO SIRKIT FOR THE 30 DAY PERIOD IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF TERMINATION, AND (II) FOR TERMINATED SERVICES THAT ARE SPECIAL PROJECTS, SUBJECT TO THE IMMEDIATELY FOLLOWING PARAGRAPH, TEN (10%) OF THE AGGREGATE OF FEES YOU HAVE PAID TO SIRKIT FOR TICKET(S) FOR THE APPLICABLE PHASE(S) OF THE SPECIAL PROJECT AS AT THE EFFECTIVE DATE OF TERMINATION (the "Special Project Payment").

Notwithstanding the foregoing paragraph, SIRKit is liable to pay you a Special Project Payment only if: (i) the Special Project deficiency to which such Special Project Payment relates was directly caused by SIRKit, and (ii) you advised SIRKit of such deficiency within the applicable Special Projects Warranty Period.

TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, PRODUCTS, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

14.  LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), DATA, OR DATA USE. SIRKIT'S AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, YOUR SERVICES SPECIFICATIONS OR YOUR QUOTE, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO TOTAL AMOUNT ACTUALLY PAID TO SIRKIT FOR THE SERVICES (EXCLUDING ANY ARREARS PAYMENT, INTEREST PAYMENTS AND/OR NON-REOCCURRING CHARGES) UNDER THE QUOTE GIVING RISE TO THE LIABILITY IN THE MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY LESS ANY REFUNDS OR CREDITS RECEIVED BY YOU FROM SIRKIT UNDER SUCH ORDER.

THE PROVISIONS OF THIS SECTION WILL SURVIVE TERMINATION OF THIS AGREEMENT.

15.  INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS SIRKIT, ITS AFFILIATES, UNDERLYING CARRIERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS FROM AND AGAINST ANY AND ALL CLAIMS RESULTING FROM THE USE OF THE SERVICES OR FROM ANY BREACH OF THIS AGREEMENT BY YOU, EXCEPT AND TO THE EXTENT OF ANY GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF SIRKIT.

THE PROVISIONS OF THIS SECTION WILL SURVIVE TERMINATION OF THIS AGREEMENT.

Because you are agreeing to the provisions of this Agreement, including Sections 13,14, and 15, SIRKit strongly recommends that you obtain and maintain network/cyber security and privacy liability insurance which covers liability for financial loss, imposed by law or assumed under contract for the failure or breach of your Network security, failure to safeguard against breach caused by hacking or viruses, unauthorized release of and/or failure to protect private personal or corporation information, theft of hardware on which data is stored, and costs to restore and/or recreate lost data (the "Insurance"). If you do obtain Insurance, you agree that it will (i) contain a waiver of subrogation and recovery rights which your insurer may have against SIRKit, whether or not the damage is caused by SIRKit's acts, omissions, or negligence, (ii) be non-contributing with, and will apply only as primary and not excess to, any insurance available to SIRKit; and (iii) contain an undertaking by the insurers to notify SIRKit in writing not less than 30 days before any material change, cancellation, or termination of the Insurance.

16.  THIRD PARTY WEBSITES, CONTENT, PRODUCTS AND SERVICES

The Services may enable you to link to, transmit your Content to, or otherwise access, other websites, content, products, services, and information of third parties. SIRKit does not control and is not responsible for such websites or any such content, products, services, and information accessible from or provided through the Services, and you bear all risks associated with access to and use of such websites and third-party content, products, services, and information.

Any Third-Party Services made accessible by SIRKit in or through the SIRKit Services Environment or your Services Environment is provided on an "as-is" and "as available" basis without any warranty of any kind. Third Party Services may be indecent, offensive, inaccurate, infringing or otherwise objectionable or unlawful, and you acknowledge that SIRKit is not responsible for and under no obligation to control, monitor or correct Third Party Services; however, SIRKit reserves the right to take remedial action if any such content violates this Agreement, including the removal of, or disablement of access to, such content.  you covenant to SIRKit that you will comply with all licensing and other requirements and obligations imposed on you by any person with respect to Third Party Services.

You acknowledge that: (i) the nature, type, quality, and availability of Third-Party Services may change at any time during the Services Period, and (ii) features of the Services that inter-operate with Third Party Services depend on the continuing availability of such third parties" respective application programming interfaces (APIs) for use with the Services. SIRKit may update, change, or modify the Services under this Agreement as a result of a change in, or unavailability of, such Third-Party Services, Third Party Services or APIs. If any third-party ceases to make its Third-Party Services or APIs available on reasonable terms for the Services, as determined by SIRKit in its sole discretion, SIRKit may cease providing access to the affected Third-Party Services or Third-Party Services without any liability to you. Any changes to Third Party Services, Third Party Services or APIs, including their availability or unavailability, during the applicable Service Period does not affect your obligations under this Agreement or the applicable order, and you will not be entitled to any refund, credit, or other compensation due to any such changes.

Any Third-Party Services that you store in your Services Environment will count towards any storage or other allotments applicable to the Services that you ordered.

For Managed IT Services, Professional Services, and On-Demand Services, you acknowledge that downtime and/or delays can occur when repairing your Equipment if SIRKit is required to engage a third party vendor (e.g. Hewlett Packard, Microsoft, Seagate, etc.) to assist with and/or complete such repairs, including with respect to warrantied hardware replacements and cross-shipments, shipping time for upgrades or new equipment, and customs or immigration handling on international shipments. All reasonable efforts will be made by SIRKit to cause repairs to be made in a timely manner; however, SIRKit does not guarantee your Service Environment uptime if SIRKit is required to engage a third-party vendor (e.g., Hewlett Packard, Microsoft, Seagate, etc.) to assist with and/or complete such repairs.

17.  SERVICES TOOLS AND ANCILLARY PROGRAMS

As part of the Services, SIRKit may provide you with online access to download certain Ancillary Programs for use with the Services. If SIRKit does not specify separate terms for such Ancillary Programs, then, subject to you meeting your payment obligations for Services and your compliance with this Agreement, you have the non-exclusive, non-assignable, royalty free, worldwide limited right to use such Ancillary Programs solely to facilitate your access to, operation of, and/or use of the SIRKit Services Environment, subject to the terms of this Agreement.

Your right to use such Ancillary Programs will terminate upon the date that Services associated with the Ancillary Programs ends. You will permit SIRKit to remove all SIRKit Equipment, uninstall Ancillary Programs and/or provide SIRKit with evidence that all Ancillary Programs have been permanently uninstalled from your Equipment no later than the date of termination of Services (the foregoing referred to as the "Termination Conditions"). If the Termination Conditions are not met, then notwithstanding your delivery of a notice to terminate Services, monthly charges will continue to be charged to you, and you agree to pay such charges, until the Termination Conditions have been satisfied. Monthly charges for Services will cease the month immediately after the Termination Conditions have been satisfied. In the event SIRKit is required to uninstall Ancillary Programs from your Equipment in order to satisfy the Termination Conditions, you agree to pay SIRKit the cost of doing so upon demand.

18.  SERVICE ANALYSES

SIRKit may (i) compile statistical and other information related to the performance, operation, and use of the Services, and (ii) use data from the SIRKit Services Environment and/or your Services Environment in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses (i) and (ii) are collectively referred to as "Service Analyses"). SIRKit may make Service Analyses publicly available; however, Service Analyses will not incorporate your Content or confidential information in a form that could serve to identify you or any individual, and Service Analyses do not constitute Personal Data. SIRKit retains all intellectual property rights in Service Analyses.

19.  EXPORT

Export laws and regulations of Canada and any other relevant local export laws and regulations apply to the Services. You agree that such export laws govern your use of the Services (including technical data) and any Services deliverables provided under this Agreement, and you agree to comply with all such export laws and regulations (including "deemed export" and "deemed re-export" regulations). You agree that no data, information, software programs and/or materials resulting from Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws, including nuclear, chemical, or biological weapons proliferation, or development of missile technology.

You acknowledge that the Services are designed with capabilities for you and your Users to access the Services Environment without regard to geographic location and to transfer or otherwise move your Content and your Applications between the Services Environment and other locations such as User workstations. You are solely responsible for the authorization and management of User accounts, as well as export control and geographic transfer of your Content and your Applications.

20.  FORCE MAJEURE

Notwithstanding any provision of this Agreement, or your Service Specifications, SIRKit shall not be responsible for failure or delay of performance if caused by any event outside the reasonable control of SIRKit, including: any act of war, hostility, or sabotage; any act of God; any epidemic or pandemic; electrical, internet, or telecommunication outage that is not caused by SIRKit; government restrictions (including the denial or cancellation of any export, import or other license).

21.  NON-SOLICITATION

You acknowledge that SIRKit provides a valuable service by identifying and assigning personnel to render Services for you. You further acknowledge that you would receive substantial additional value, and SIRKit would be deprived of the benefits of its workforce, if you were to directly hire SIRKit personnel after they have been introduced to you by SIRKit. Accordingly, you agree that during the continuance of this Agreement, and for a period of one (1) year following the termination/cancellation of this Agreement, you will not solicit or offer employment to any SIRKit employee(s) or SIRKit subcontractor employee(s) who have been engaged in any efforts in the delivery of the Services herein. If you violate the provisions of this Section, you will be liable to SIRKit for liquidated damages, not as penalty, but as a reasonable estimate of the damages incurred, in an amount equal to nine (9) months" wages of the employee at the rate last paid that employee by SIRKit or its subcontractor and you agree to pay such amount to SIRKit forthwith upon demand.

22.  GOVERNING LAW AND JURISDICTION

This Agreement is governed by the substantive and procedural laws of the province of Alberta and the laws of Canada applicable therein and you and SIRKit agree to submit to the exclusive jurisdiction of, and venue in, the courts in Edmonton, Alberta in any dispute arising out of or relating to this Agreement.

23.  NOTICE

Any notice required under this Agreement shall be provided to the other party in writing. If you have a dispute with SIRKit or if you become subject to insolvency or other similar legal proceedings, you will promptly send written notice to:

SIRKit Ltd.
Unit 217, 236 91^st Street SW
Edmonton, Alberta T6X 1W8
Attention: CEO

To request a termination of Services in accordance with this Agreement, you must submit a service request to SIRKit by sending an email to support@sirkit.ca. If you do not receive a confirmation within 24 hours, you must call 780.758.5200 and speak to a SIRKit representative regarding cancellation of Services.

SIRKit may give notices with respect to Services or this Agreement (including notices relating to any update to this Agreement, the Privacy Policy, Acceptable Use Policy and/or Services Specifications) by means of a general notice posted on the SIRKit website for the Services, and notices specific to you by electronic mail to your e-mail address on record in SIRKit's account information or by written communication sent by registered mail or courier to your address on record in SIRKit's account information. Any notice posted on the SIRKit website for the Services, or sent to you via electronic mail, shall be deemed to have been received by you on the day it is posted or sent, as the case may be.

24.  ASSIGNMENT

You may not assign this Agreement or give or transfer the Services (including the SIRKit programs) or an interest in them to another individual or entity without the express written consent of SIRKit, which consent may be withheld at the sole discretion of SIRKit. SIRKit may assign its rights and obligations under this Agreement to another individual or entity without your consent.

25.  RELATIONSHIP

SIRKit is an independent contractor, and we agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance. You shall defend, be liable to and indemnify SIRKit against liability arising under any applicable laws, ordinances or regulations related to your termination or modification of the employment of any of your employees in connection with any Services. You understand that SIRKit's business partners and other third parties, including any third-party firms retained by you to provide consulting or implementation services or applications that interact with the Services, are independent of SIRKit and are not SIRKit's agents. SIRKit is not liable for, bound by, or responsible for any problems with the Services arising due to, any acts of any such business partner or third party, unless the business partner or third party is providing Services as an SIRKit subcontractor on an engagement ordered under this Agreement and, if so, then only to the same extent as SIRKit would be responsible for SIRKit resources under this Agreement.

26.  GENERAL

You are responsible for informing SIRKit in writing and on a timely basis of any changes to the individuals listed as primary contacts on SIRKit's internal profile for you.

If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of this Agreement.

Services are not designed for or specifically intended for use in nuclear facilities or other hazardous applications, and you agree that it is your responsibility to ensure safe use of the Services in any such applications.

You shall obtain at your sole expense any rights and consents from third parties necessary for your Content, your Applications, and Third-Party Services, as well as other vendors" products provided by you that you use with the Services, including such rights and consents as necessary for SIRKit to perform the Services under this Agreement; provided that, Third Party Services may be purchased by SIRKit and used by you.

You agree to provide SIRKit with all information, access, and full good faith cooperation reasonably necessary to enable SIRKit to provide the Services and you will perform the actions identified in your order as your responsibilities.

You remain solely responsible for your regulatory compliance in connection with your use of the Services. You are responsible for making SIRKit aware of any technical requirements that result from your regulatory obligations. SIRKit will cooperate with your efforts to determine whether use of the standard SIRKit Services offering is consistent with those requirements. Additional fees may apply to any additional work performed by SIRKit or changes to the Services.

You acknowledge that (i) SIRKit will save your data in accordance with industry standards, and (ii) unless expressly stated in your Services Specifications that your data will be saved on servers located in Canada, your data may be saved on servers located in Canada or in other countries. Data in transit may also route through foreign countries, depending on source, destination and peering. Upon request, SIRKit can reach out to your applicable vendor(s) to confirm where your data will be stored (i.e., Microsoft 365). Many vendors now offer data centers in Canada to assist with regulatory requirements.

SIRKit may audit your use of the Services (e.g., through use of software tools and onsite visits) to assess whether your use of the Services is in accordance with your order and the terms of this Agreement and applicable Service Specifications. You agree to cooperate with SIRKit's audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with your normal business operations." you agree to remedy and default in respect of the Services (such as, for example, insufficient licenses) and to pay, when due, any fees applicable to your use of the Services in excess of your rights. If you do not pay, SIRKit can end your Services and/or your order. You agree that SIRKit shall not be responsible for any of your costs incurred in cooperating with the audit.

Notwithstanding any rule to the contrary, no provision of this Agreement shall be interpreted or construed against any party solely because such party or its legal counsel drafted it.

Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, and others which by their nature are intended to survive such termination.

27.  ENTIRE AGREEMENT

You agree that this Agreement (including, for certainty, each of your Service Specifications, each of your Quotes and the information which is incorporated into this Agreement by written reference (including reference to information contained in a URL or referenced policy in this Agreement)), is the complete agreement between you and SIRKit for the Services and supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Services.

28.  MANAGED IT SERVICES

In addition to the applicable terms and conditions above, the following terms and conditions apply to Managed IT Services provided to you pursuant to your Order:

In order for SIRKit to provide you with Managed IT Services, SIRKit must approve all your Third-Party Services, your software and/or your Equipment prior to installation or the same being connected to your Network in order to ensure the overall integrity and security of your Network. If SIRKit, acting reasonably, does not approve any of your Third Party Services, your software, or your Equipment, and you nonetheless install or connect the same to your Network, you will be considered to be in breach of this Agreement and SIRKit may, in its sole discretion: (1) increase the monthly fees payable you for Managed IT Services in respect of your Third Party Services, your software, or your Equipment that is not approved by SIRKit; or (2) charge per hour fees to address issues caused by any of your Third Party Services, your software, or your Equipment that is not approved by SIRKit; or (3) remove your Third Party Services, your software, or your Equipment that is not approved by SIRKit from your Managed IT Services; or (4) terminate your Managed IT Services. Upon termination of your Managed IT Services pursuant to (4), SIRKit will be entitled to, and you agree to be liable to and forthwith pay on demand, as liquidated damages and not as a penalty, 50% of the fees that would have been payable by you for Managed IT Services for the remainder of the applicable Service Period had such Services or this Agreement not been terminated, based on the amount of fees payable by you for such Services in the month immediately prior to the month such termination occurs.

A. PROACTIVE PROCESS. To be eligible for Managed IT Services (which, for certainty, do not include any Special Projects), you must allow SIRKit to perform the Proactive Process (E.N.A.B.L.E.) within the remediation schedule provided by SIRKit.

If: (i) you do not authorize SIRKit to bring your business into compliance with recommended best-practices in a reasonable time as outlined by the Proactive Process, which non-compliance is determined during the Proactive Process (including numerous NIST and CIS Benchmark security standards), and results in, among other things, Disproportionate Use (defined below) or an adverse incident or incidents that could have been prevented if you followed SIRKit's recommendations(Avoidable Incident(s)) or (ii) it is determined any Minimum Requirements are not met, or (iii) your use of the Helpdesk or other support personnel is disproportionately higher than industry standards or other SIRKit clients who receive services similar to your Services (Disproportionate Use), then notwithstanding any other provision of this Agreement or your Order, SIRKit may, in its sole discretion: (1) increase the monthly fees payable by you for Managed IT Services in respect of non-compliant equipment, Disproportionate Use and/or Avoidable Incident(s); or (2) charge per hour fees to address issues caused by any non-compliant equipment; or (3) remove the non-compliant equipment from the equipment to which Managed IT Services apply; or (4) terminate your Managed IT Services.

B. MINIMUM REQUIREMENTS. The following table sets out the current minimum requirements to be met and maintained for your Equipment in order for you to receive Managed IT Services (the "Minimum Requirements"):

Computers (Windows and Apple):

o    SIRKit approved business-grade platform

o    Manufacture date is not more than five years (5) from date when Managed IT Services are required or requested

o    Minimum 16GB memory (for new purchases) or a minimum of 8GB memory for existing computers

o    The storage device should have a minimum capacity of 256GB and must utilize Solid-State Drive (SSD) technology or a superior alternative

o    SIRKit approved operating system that is supported by developer/vendor (e.g., Windows Professional, macOS, etc.)

o    All applications are supported by the creator or licensee of the applications

o    SIRKit approved endpoint protection suite

o    SIRKit RMM software must be installed

o    Operating system and applications are fully patched and up-to-date

o    Software that is not approved by SIRKit is removed

o    Software that is unlicensed is removed

o    Meets performance and business requirements

Servers (Physical):

o    SIRKit approved business-grade platform

o    Manufacture date is not more than six years (6) from when Managed IT Services are required or requested

o    Active support, maintenance, and warranty contract from the applicable manufacturer

o    Minimum 16GB memory

o    Storage must be protected with at least RAID1 redundancy on all volumes

o    SIRKit approved Operating System that is supported by developer/vendor (e.g., Windows Server, VMWare, etc.)

o    All applications are supported by the creator or licensee of the applications

o    SIRKit approved endpoint protection suite

o    SIRKit RMM software must be installed

o    Firmware, operating system and applications are fully patched and up-to-date

o    Software that is not approved by SIRKit is removed

o    Software that is unlicensed is removed

o    Meets performance and business requirements

Servers (Virtual):

o    SIRKit approved operating system that is supported by developer/vendor (e.g., Windows Server, etc.)

o    Operating system must be fully supported by the Hypervisor

o    All applications are supported by the creator or licensee of the applications
SIRKit approved Endpoint Protection suite

o    SIRKit RMM software must be installed
Operating system and applications are fully patched and up-to-date

o    Software that is not approved by SIRKit is removed

o    Software that is unlicensed is removed

o    Meets performance and business requirements

o    All other Infrastructure is connected to your network

o    SIRKit approved business-grade platform

o    Manufacture date is not more than six years (6) from when Managed IT Services are required or requested

o    Active support, maintenance, and warranty contract from the applicable manufacturer

o    Firmware or operating system are fully patched and up-to-date
Meets performance and business requirements

o    Must have a command-line interface or graphical-user interface for technicians to use for troubleshooting and configuration purposes

During onboarding, SIRKit will assess your Equipment, your Services Environment, your Network, and your Third Party Services and may require maintenance, replacement, upgrades, reconfiguration, or repair in order to bring your Equipment up to the Minimum Standards as defined by the Proactive Process. With the exception of maintenance (e.g. apply firmware updates), you acknowledge that the time required to resolve any issues present before or discovered during onboarding will be billed separately on a per-hour or fixed fee basis. For certainty, you acknowledge and agree that cost to resolve pre-existing issues is not covered by your Managed IT Services. SIRKit reserves the right to change any or all of the Minimum Requirements and/or acceptable standards as determined by SIRKit, acting reasonably (the "Acceptable Standards"), as technology advances.

If your Services include Managed IT Services, you will permit SIRKit to complete onboarding with respect to your Support Plan within 90 days of you entering into this Agreement (or such other time period approved by SIRKit in writing), failing which, you agree that SIRKit may commence invoicing you for the estimated number of devices set forth in your Services proposal from and after the expiration of such period of time until the date your onboarding has been completed (such period of time called the Delayed Onboarding Period), and you agree to pay to SIRKit the amount of each such invoice when due. Once your onboarding has been completed, SIRKit will commence invoicing you for the actual number of devices to which your Support Plan applies; however, if the actual number of devices is less than the estimated number of devices set forth in your Services proposal, there will be no downward adjustment to the amounts due and payable by you during the Delayed Onboarding Period.

If any of your personal computers or servers are turned-off for 60 consecutive days, they will be automatically removed from the Support Plan. Such personal computers or servers will need to meet the Minimum Requirements and may incur a deployment fee before SIRKit accepts them for Managed IT Services, whether or not Managed IT Services applied to such personal computers or servers prior to them being turned-off.

You acknowledge and agree that Managed IT Services applies to all of your Equipment that is connected to your Network and you are not permitted select which of your Equipment is subject to Managed IT Services, unless approved by SIRKit in writing (in its sole discretion).

IF YOU INTENTIONALLY HIDE OR CONCEAL YOUR EQUIPMENT FROM THE SIRKIT SERVICES ENVIRONMENT, OR IF YOU CONNECT ANY EQUIPMENT TO YOUR NETWORK, TO THIRD PARTY SERVICES, OR TO SEPARATELY LICENSED THIRD PARTY TECHNOLOGY WITHOUT LETTING SIRKIT KNOW, THEN YOU ACKNOWLEDGE AND AGREE THAT (i) EACH SUCH ACTION SHALL CONSTITUTE A BREACH OF THIS AGREEMENT BY YOU, AND SIRKIT WILL BE ENTITLED, IN ITS SOLE DISCRETION, TO EXERCISE ALL RIGHTS AND REMEDIES AVAILABLE TO IT UNDER THIS AGREEMENT OR AT LAW, AND (ii) SIRKIT WILL NOT BE LIABLE FOR, AND YOU HEREBY RELEASE SIRKIT FROM, ANY CLAIMS THAT YOU MAY, DIRECTLY OR INDIRECTLY, SUFFER OR INCUR WITH RESPECT TO, ARISING OUT OF, OR IN CONNECTION WITH, HIDING OR CONNECTION OF YOUR EQUIPMENT.

If any of your Equipment that is not initially connected to your Network is subsequently connected to your Network, that equipment will become subject to the Managed IT Services at the time it is connected, and you will be charged Managed IT Services" fees applicable to that equipment for the entire month in which the connection of that equipment to your Network occurs (i.e. fees are not pro-rated for the month).

If you determine that you do not want a piece of your Equipment to be subject to Managed IT Services by reason that the equipment is decommissioned or will no longer be connected to your Network, you may provide a written request for removal of that equipment from the Managed IT Services to SIRKit and SIRKit will cease Managed IT Services for that equipment in the billing cycle that follows the billing cycle in which you deliver such written request. If the decommissioned equipment is reconnected to your Network or the internet, you acknowledge that it will be automatically readded to Managed IT Services and be subject to fees for Managed IT Services.

C. OTHER REQUIREMENTS. In addition to the Minimum Requirements and/or Acceptable Standards, in order to be eligible for Managed IT Services, the following applies:

1. The SIRKit RMM software must be installed and operational on all Microsoft Windows, Apple, and Linux systems that are covered by Managed IT Services.

2. User accounts must be configured without any administrative privileges. Elevated permissions (e.g., software installations, software updates, software removals, hardware changes, etc.) will be facilitated, monitored, and controlled by SIRKit to ensure the overall integrity and security of your Network.

3. Administrator logins will be stored with SIRKit in our client documentation systems and will be available to you upon request; credentials will only be shared with your senior management or SIRKit approved IT professionals" (if necessary). Other than your senior management and SIRKit approved IT professionals, you agree to ensure none of your staff possesses administrative credentials which could potentially compromise the overall integrity, health, and security of your Network. Use of the administrator credentials to make changes to any of your systems must be approved in advance by SIRKit. All issues and costs resulting from the possession and use of administrator logins by any of your staff are your responsibility and will not be covered by any Support Plans.

4. Continuous and uninterrupted remote access to all of your Equipment is required and must be granted to SIRKit during the Service Period, such that SIRKit may install required updates. SIRKit confirms that installation of updates are generally completed outside Business Hours to ensure minimal downtime to you. Equipment that is not accessible will be excluded from maintenance, updates, and other critical Managed IT Services.

5. If SIRKit determines that any of your Equipment to which Managed IT Services apply has incurred an excessive and unreasonable amount of incidental support, as determined by SIRKit using acting reasonably, you agree to work with SIRKit to reduce incidental support to a reasonable amount, as determined by SIRKit acting reasonably. Remediation may include a billable Special Project or Change Management ticket to replace, redeploy or reconfigure the device.

6. You acknowledge and agree that, as part of the Services, SIRKit will be monitoring your Services Environment from for security threats, security breaches and any other emergencies, and you expressly authorize SIRKit to take all reasonable steps (as determined by SIRKit), including any preventative action, to address any such security threats, security breaches, or emergencies that SIRKit discovers. Notwithstanding the foregoing, while SIRKit will use its reasonable best efforts to identify and prevent security threats, security breaches, or any other emergencies while monitoring your Services Environment, you acknowledge and agree that, SIRKit does not guarantee that it will identify or prevent any such security threats, security breaches, or other emergencies.

7. You acknowledge that SIRKit will automatically close tickets and projects without resolution if your team fails to respond to our technicians in a reasonable timeframe.

D. 3^rd PARTY LICENSING & SERVICES. You acknowledge and agree that Microsoft 365, Backup Software, Backup Services and other Licensing and Services are available to be added to our Support Plan for an extra charge.

E. REMOTE ACCESS. You acknowledge and agree that SIRKit's technicians may at any time connect to Users" computers to perform diagnostics, maintenance, reporting, projects, and helpdesk services. SIRKit will attempt to obtain the consent of the applicable User to connect to his or her computer before or at the time a connection is required, and if such consent is not provided in a reasonable timeframe, the request or issue may be left as-is and the Ticket Number may be closed. If the request is urgent and, in the opinion of SIRKit your business is at risk, you authorize SIRKit to connect to any Users computer without any advance notice and YOU RELEASE SIRKIT FROM ALL CLAIMS THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH OR ARISING OUT OF SUCH AUTHORIZATION (UNLESS CAUSED BY THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF SIRKIT OR ITS TECHNICIANS).

You acknowledge and agree that SIRKit's technicians will (from time to time and at any time) connect to your IT infrastructure and your Services Environment to perform diagnostics, maintenance, reporting, projects, and support services. SIRKit will not attempt to obtain consent to connect to these systems.

You acknowledge and agree that if SIRKit discovers a real or perceived disaster or risk with respect to your business, your Services Environment or any third party services environment, you authorize SIRKit to take all reasonable steps, at your sole cost and expense to mitigate any such real disaster or risk.

F. SPECIAL PROJECT and CHANGE MANAGEMENT. You acknowledge that Managed IT Services do not include certain tasks and projects. A list of these tasks is listed in the Service Specifications.

29. 911/E911 EMERGENCY SERVICES

SIRKit offers 911/e911 Emergency Services, subject to the following:

o    In compliance with CRTC rulings and regulations, all clients using SIRKit's VoIP services as their primary residential or business telephone carrier must activate 911 Emergency Services on at least one of their direct inward dialing numbers (DID).

o    Enhanced 911, which delivers physical address information to your local public safety answering point (PSAP), is not guaranteed. There may be occasions where your physical address information may not be transmitted to the PSAP dispatcher. In such cases, you will need to provide the location of your emergency to receive assistance.

o    Due to the inherent instability of VoIP networks, SIRKit cannot guarantee the successful transmission of emergency calls. Factors such as loss of power or Internet access may render 911 services inoperable. SIRKit is not liable for these occurrences but will endeavor to maintain service continuity.

o    For e911 address information to be conveyed to your local PSAP dispatcher, your outbound caller ID must match the specific DID enabled for e911 services. You agree to set your outbound caller ID to such DID when making an emergency call.

o    SIRKit provides a testing feature to verify your outbound Caller ID value. You can test this by dialing '1-555-555-0911' through SIRKit's network.

o    The regulatory recovery setup fee and the monthly fee for e911 database submission are included in SIRKit's per-user pricing. There are no additional charges for these services.

BY USING SIRKIT'S 911/E911 EMERGENCY SERVICES, YOU ACKNOWLEDGE THAT SIRKIT, ALONG WITH ITS CONTRACTORS, EXECUTIVES, EMPLOYEES, AGENTS, 911 PROVIDERS, AND ASSOCIATES, ARE NOT LIABLE FOR FAILED EMERGENCY CALLS, EVEN IF THE FAILURE IS ATTRIBUTED TO SIRKIT OR SUCH PERSONS. YOU ALSO AGREE TO INFORM ALL RELEVANT PARTIES OF THESE LIMITATIONS AND ENSURE THEY DO NOT HOLD SIRKIT LIABLE.