THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. This Agreement was last updated on April 24, 2015. It is effective between You and Us as of the date of You accepting this Agreement.

1. DEFINITIONS

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Master Subscription Agreement.

“Beta Services” means Our services that are not generally available to customers.

“Content” means information obtained by Us from Our content licensors or publicly available sources and provided to You pursuant to an Order Form, as more fully described in the Documentation.

“Documentation” means Our online user guides, documentation, and help and training materials, as updated from time to time, accessible via help.salesforce.com or login to the applicable Service.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Order Form” means the ordering documents for purchases hereunder, including addenda thereto, that are entered into between You and Us from time to time. Order Forms shall be deemed incorporated herein by reference.

“Purchased Services” means Services that You or Your affiliates purchase under an Order Form.

“Services” means the online, Web-based applications and platform provided by Us via http://www.riskapproved.com and/or other designated Websites as described in the User Guide, that are ordered by You under an Order Form, including associated offline components but excluding Third Party Applications.

“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties interoperate with the Services, and are identified as third-party applications, including but not limited to those listed.

“User Guide” means the online User guide for the Services, accessible via http://www.riskapproved.com as updated from time to time. “Users” means individuals who are authorized by You to Use the Services, for whom subscriptions to a Service have been purchased, and who have been supplied User identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents or third parties with which You transact business.

“We”, “Us” or “Our” means the CertiSync International Company described in Section 12 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).

“You” or “Your” means the company or other legal entity for which You are accepting this Agreement and Affiliates of that company or entity.

“Your Data” means all electronic data or information submitted by You to the Purchased Services.

2. PURCHASED SERVICES

2.1. Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Forms during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.

2.2. User Subscriptions. Your purchase of a corporate subscription enables unlimited Users within Your organization. You are responsible for the administration of Your Users.

3. OUR RESPONSIBILITIES

3.1. Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to this Agreement and the applicable Order Forms, (b) provide Our standard support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased, and (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give at least 8 hours electronic notice and which We shall schedule to the extent pract icable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Pacific time), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquak e, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, and provide Services only in accordance with applicable laws and government regulations.

3.2. Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, meas ures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.3 (Compelled D isclosure) below, or (c) as You expressly permit in writing.

3.3 Our Personnel. We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.

3.4. Your Responsibilities. You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your data and of the means by which You acquir ed Your data, (iii) Use commercially reasonable efforts to prevent unauthorized access to or Use of the Services, and notify Us promptly of any such unauthorized access or Use, and (iv) Use the Services only in accordance with the User Guide and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) Use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious mate rial, or to store or transmit material in violation of third - party privacy rights, (d) Use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third - party data contained therein, o r (f) attempt to gain unauthorized access to the Services or their related systems or networks.

3.5. Usage Limitations. Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls You are permit ted to make against Our application programming interface, and, for Services that enable You to provide public Websites, on the number of page views by visitors to those Websites. Any such limitations are specified in the User Guide. The Services provide r eal - time information to enable You to monitor Your compliance with such limitations.

4. THIRD PARTY PROVIDERS

4.1. Acquisition of Non-Third Party Products and Services. We or third parties may make available (for example, through a Marketplace or otherw ise) third - party products or services, including, for example, Non - CertiSync International Applications and implementation and other consulting services. Any acquisition by You of such third party products or services, and any exchange of data between Yo u and any third party provider, is solely between You and the applicable third party provider. We do not warrant or support third party Applications or other third party products or services, whether or not they are designated by Us as “certified” or othe rwise, except as specified in an Order Form.

4.2. Third Party Applications and Your Data. If You install or enable a Third Party Application for use with a Service, You grant Us permission to allow the provider of that Third Party Application to access Y our Data as required for the interoperation of that Third Party Application with the Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by a Third Party Application.

5. FEES AND PAYMENT FOR PURCHASED SERVICES

5.1. User Fees. You shall pay all fees specified hereunder. Except as otherwise specified herein, (i) fees are quoted and payable in Canadian dollars (ii) fees are based on services purchased and not actual Usage, (iii) payment obligati ons are non - cancelable and fees paid are non - refundable, and (iv) the subscription purchased cannot be decreased during the relevant subscription term stated on the Order Form.

5.2. Invoicing and Payment. You will provide Us with valid and updated credit c ard information or with a valid purchase order or cheque or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize to charge such credit for all Services listed in the Order Form for the subscription term and as set forth in Section 11.2 ( Term of Purchased User Subscriptions). For all subscription renewal We will invoice You 30 days in advance of subscription expiry and otherwise in accordance with the relevant transaction. Unless otherwise stated, in voiced charges are due net 30 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information in the Services.

5.3. Overdue Charges. If any charges are not received from You by the due date, then at Ou r discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).

5.4. Suspension of Service and Acceleration. If any amount owing under this agreement for services is 30 or more days overdue, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. On ce services are suspended You will be required to pay a reactivation fee in surplus to the fee owing on your outstanding Order Form in order to access Our services again.

5.5. Payment Disputes. We shall not exercise Our rights under Section 5.4 (Suspensio n of Service and Acceleration) if the applicable charges are under reasonable and good - faith dispute and You are cooperating diligently to resolve the dispute.

5.6. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or simil ar governmental assessments of any nature, including but not limited to value - added, sales, Use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Ta xes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax ex emption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees.

6. PROPRIETARY RIGHTS

6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

6.2. Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or fram ing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

6.3. Ownership of Your Data. As between Us and You, You exclusively own all rights, title and interest in and to all of Your data.

6.4. Suggestions. We shall have a royalty - free, worldwide, transferable, sublicense able, irrevocable, perpetual license to Use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relat ing to the operation of the Services.

7. CONFIDENTIALITY

7.1. Definition of Confidential Information. As Used herein , “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving P arty”) , whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your da ta; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as Well as business and marketing plans, technology and technical informat ion, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your data) shall not include any information that (I) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed t o the Disclosing Party, or (iv) was independently developed by the Receiving Party.

7.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall Use the same degree of care tha t it Uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or Use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agre ement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentialit y agreements with the Receiving Party containing protections no less stringent than those herein.

7.3. Protection of Your Data. Without limiting the above, We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your data. We shall not (a) disclose Your data except as compelled by law or as expressly permitted by You, or (b) access Your data except to provide the Services or prevent or address service or technical pro blems, or at Your request in connection with customer support matters.

7.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reas onable cost of compiling and providing secure access to such Confidential Information.

8. WARRANTIES AND DISCLAIMERS

8.1. Our Warranties. We warrant that (i) the Services shall perform materially in accordance with the User Guide, and (ii) the functiona lity of the Services will not be materially decreased during a subscription term. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 11.3 (Termination of Agreement by Us), Section 11.4 (Termination of Agreement by You) and Section 11.5 (Refund or Payment upon Termination).

8.2 . Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL I MPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. MUTUAL INDEMNIFICATION

9.1. Indemnification by Us. We shall defend You against any claim, demand, su it, or proceeding (“Claim”) made or brought against You by a third party alleging that the Use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages fi nally awarded against, and for reasonable attorney’s fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.

9.2. Indemnification by You. You shall defend Us against any Claim made or brought aga inst Us by a third party alleging that Your data, or Your Use of the Services in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Us for any damages finally awarded against, and for reasonable attorney’s fees incurred by Us in connection with any such Claim; provided, that We (a) promptly give You written notice of the Claim; (b) give You sole control of the defense and settlement of the Claim (provide d that You may not settle any Claim unless the settlement unconditionally release Us of all liability); and (c) provide to You all reasonable assistance, at Yo ur expense.

9.3. Exclusive Remedy . This Section 9 (Mutual Indemnification) states the indemnifyi ng party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section.

10. LIMITATION OF LIABILITY

10.1. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIA BILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE LESSER OF $500,000 OR THE AMOUNT PAID BY YOU HE REUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT FOR PURCHASED SERVICES).

10.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE AN Y LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PART Y HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11. TERM AND TERMINATION

11.1. Term of Agreement. This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated.

11.2. Term of Purchased User Subscriptions. User subscription purchased by You commences on the start date specified in the applicable Order Form and continues for the subscription term specified therein. Except as otherwise specified, all User subscriptions shall trigger notification for renewal for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless ei ther party gives the other notice of non - renewal at least 30 days before the end of the relevant subscription term.

11.3. Termination of Agreement by Us. We reserve the right to terminate this Agreement: (i) upon 30 days written notice to You of a materia l breach if such breach remains uncured at the expiration of such period, or (ii) if We become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

11.4. Termination of Agreement by You. You reserve the right to terminate this Agreement on condition that written notice is provided to Us 30 days in advance of Your Subscription renewal date. Written notice of this termination must be provided by an individual of Your organization with signi ng authority. You reserve the right to subscribe again at any time and will be subject to a reactivation fee for administrative costs.

11.5. Refund or Payment upon Termination. Upon any termination of the Agreement by Us, You shall pay any unpaid fees cov ering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination whether by Us or You relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of ter mination. We reserve the right to refuse You any requested refund of money that was paid for the Services.

11.6. Return of Your Data. Upon request by You made within 30 days after the effective date of termination of a Purchased Services subscription, We will make available to You for download a file of Your data in comma separated value (.csv) format along with attachments in their native format. After such 30 - day period, We shall have no obligation to maintain or provide any of Your data and shall therea fter, unless legally prohibited, delete all of Your data in Our systems or otherwise in Our possession or under Our control.

11.7. Surviving Provisions. Section 5 (Fees and Payment for Purchased Services), 6 (Proprietary Rights), 7 (Confidentiality), 8.3 (Disclaimer), 9 (Mutual Indemnification), 10 (Limitation of Liability), 11.5 (Refund or Payment upon Termination), 11.6 (Return of Your Data), 12 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 14 (General Provisions) shall survive any termination or expiration of this Agreement.

12. NOTICES, GOVERNING LAW AND JURISDICTION

12.1. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be su fficient for notices of termination or an indemnifiable claim). Notices to You shall be addressed to the administrator designated by You for Your relevant Services subscription, and in the case of billing - related notices, to the relevant billing contact de signated by You.

12.2. Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

12.3. Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. 14. GENERAL PROVISIONS 14.1. Relationship of the Parties. The parties are independent con tractors. This Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the parties.

14.2. No Third-Party Beneficiaries. There are no third - party beneficiaries to this Agreement.

14.3. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusiv e of, any other remedies of a party at law or in equity.

14.4. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

14.5. Collection Fees. You shall pay on demand all of Our reasonable fees and other costs in curred by Us to collect any fees or charges due Us under this Agreement following Your breach of Section 5.2 (Invoicing and Payment) .

14.6. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or oth erwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Af filiate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non - assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the te rm of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

14.7. Entire Agreement. This Agreement, includ ing all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modifica tion, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.