IRP INDUSTRIES INC. cob as INDUSTRIAL MATRIX
MASTER SUBSCRIPTION, EQUIPMENT AND SERVICES AGREEMENT

Terms & Conditions

Version 2.0. Effective August 11, 2026. This version applies to every Order accepted on or after the date it takes effect under Section 19.6. Orders accepted before that date remain governed by the version of this Agreement in effect when the Order was accepted, until the end of the then-current Subscription Term, after which this version applies on Renewal in accordance with Section 19.6(b). Prior versions of this Agreement are available at https://industrialmatrix.com/terms-of-service/archive, or on request to info@industrialmatrix.com.

This Master Subscription, Equipment and Services Agreement. Terms & Conditions (“Agreement”) is between IRP Industries Inc. o/a Industrial Matrix (“IRP”) and the customer (“Customer”) and is effective as of the date on which Customer first accepts an Order in accordance with the definition of “Order” in Section 20 (“Effective Date”). The Effective Date determines when this Agreement becomes binding. It does not determine when a Subscription Term begins; each Subscription Term begins on the Subscription Start Date determined under Section 9.2.

This Agreement allows Customer and its Affiliates to purchase or lease Equipment and to purchase access to IRP’s subscription, maintenance and support offerings, under one or more Orders.

1.1 Summary. IRP offers a number of services to monitor, maintain and extend the lifecycle of industrial Equipment using real-time computer-integrated technology delivered through cloud computing. Customers can purchase or lease the Equipment (sensors, controllers, lubricators) identified in an Order from IRP, and subscribe to IRP’s cloud services in respect of that Equipment. IRP provides maintenance and support on that Equipment as described in this Agreement and the applicable Order. Customers pay a monthly or annual subscription fee for the Service and, where applicable, for the Equipment lease, maintenance and support, together with any purchase price, installation and Technical Services fees set out in the Order.

2.1. Permitted Use. During the Subscription Term, Customer may access and use the Service only for its internal business purposes in accordance with the Customer’s Order, any Renewal, and this Agreement (as the case may be). This includes the right to access the Software as part of Customer’s authorized use of the Service.

2.2. Users. Only Users may access or use the Service. Each User must keep its login credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and actions taken through their accounts (excluding misuse of accounts caused by IRP’s breach of this Agreement). Customer will promptly notify IRP if it becomes aware of any compromise of its User login credentials. IRP uses User account information as described in its Privacy Policy.

2.3. Administrators. Customer may designate a User as an administrator (or “master” administrator) with control over Customer’s Service account, including management of Users, as described in the Documentation. Customer is fully responsible for its choice of administrators and any actions they take. Customer agrees that IRP’s responsibilities do not extend to the internal management or administration of the Service for Customer. IRP reserves the right to refuse registration of or cancel passwords it deems inappropriate.

2.4. Equipment — General. Each Order will identify whether the Equipment supplied under that Order is sold to Customer (“Purchased Equipment”) or leased to Customer (“Leased Equipment”). A single Order may include both. Unless an Order expressly states that Equipment is sold, all Equipment supplied under that Order is Leased Equipment. Whether Equipment is Purchased Equipment or Leased Equipment:

(a) the Equipment has no standalone functionality and may be operated only in conjunction with an active Subscription for that Equipment;

(b) all Software and firmware embedded in, installed on, or supplied with the Equipment is licensed and not sold, and no title to or ownership of any Software or firmware passes to Customer at any time;

(c) Customer’s licence to use that Software and firmware terminates automatically on expiry or termination of the applicable Subscription Term, and IRP may thereafter deactivate, disable or cease to support the Equipment’s connectivity, firmware and data-transmission functions, whether remotely or otherwise, without liability to Customer; and

(d) Connectivity. Where the Equipment includes a cellular modem or gateway supplied by IRP, IRP will provide the data connectivity required for that Equipment to transmit data to the Service as part of the Subscription, subject to (i) cellular network coverage and capacity at the installation site, (ii) any fair use or data volume limits set out in the Documentation, and (iii) continued availability from IRP’s carriers on commercially reasonable terms. Connectivity is provided only for the duration of the Subscription Term and terminates with it. Where cellular coverage at the installation site is unavailable, intermittent or inadequate, Customer will provide network connectivity at its own cost. IRP may pass through to Customer any increase in carrier charges on sixty (60) days’ notice.

2.5. Purchased Equipment. The following apply to Purchased Equipment:

(a) Risk of loss. Risk of loss of or damage to Purchased Equipment passes to Customer on Delivery.

(b) Title. Title to Purchased Equipment passes to Customer only on IRP’s receipt of payment in full of the purchase price of that Equipment and of all other amounts then due and payable under the applicable Order. Until title passes, Customer will keep the Purchased Equipment free of any lien, charge, security interest or other encumbrance, will not sell, transfer, encumber or remove it from the installation site, and holds it as bailee for IRP.

(c) Security interest. Customer grants IRP a purchase-money security interest in each item of Purchased Equipment, all accessions to it and all proceeds of it, securing payment of the purchase price and all other amounts payable under the applicable Order. Customer authorizes IRP to register, file, amend and renew financing statements and comparable filings (including under the Personal Property Security Act (Ontario) or comparable provincial legislation, Article 9 of the Uniform Commercial Code in the United States, and the Registro Único de Garantías Mobiliarias in Mexico), and will promptly execute and deliver any documents and provide any information IRP reasonably requests in order to create, perfect, maintain, protect and enforce that security interest.

(e) No other rights. The sale of Purchased Equipment does not convey, and Customer acquires no right, title or interest in, the Service, the Software, any firmware, the Documentation or the Data, all of which remain governed by this Agreement.

2.6. Leased Equipment. IRP, in consideration of the payment of the fee set forth in an Order for Leased Equipment, hereby agrees to: (a) lease to Customer the Leased Equipment required to operate the Service in Customer’s facility. The term of the lease of Leased Equipment shall mirror the Subscription Term unless otherwise agreed to in an Order . Customer acknowledges that Leased Equipment is and shall remain the sole property of IRP. Customer is responsible for all damage or loss to Leased Equipment unless caused by normal wear and tear or defect. Notwithstanding Section 2.7(a), risk of loss of or damage to Leased Equipment in transit to the installation site remains with IRP until Site Receipt. Customer agrees and undertakes to use the Leased Equipment in a safe, prudent and reasonable manner, and to use the Leased Equipment in accordance with its intended use, the manufacturer’s guidelines and IRP’s instructions. Customer may not alter or modify the Leased Equipment in any way without IRP’s consent. Customer may not remove Leased Equipment from the installation site, nor transfer or assign this Agreement nor deliver possession of the Leased Equipment to any other person, except with the prior written consent of IRP. IRP may, upon reasonable notice, inspect the Leased Equipment and perform such tests as may be reasonably required to ascertain its condition and functioning. Customer shall report any loss, theft, destruction or damage to or of the Leased Equipment to IRP within 24 hours of its occurrence. Customer acknowledges, grants, and IRP retains and may register a security interest in the Leased Equipment in the jurisdiction in which the Leased Equipment is installed for so long as it is in the possession of Customer. Customer will keep Leased Equipment insured against loss and damage for not less than its full replacement value and, on request, will name IRP as loss payee and provide evidence of that insurance.

2.7. Delivery, Installation and Commissioning.

(b) Inspection and acceptance. Customer will inspect Equipment promptly on Delivery. Equipment is deemed to have been received in satisfactory condition, including in good functioning and running order, unless Customer gives IRP written notice identifying a specific defect or shortage within five (5) Business Days after Delivery.

(c) Installation and commissioning. IRP will deliver, configure and install new Equipment, or re-deploy existing Equipment, at the installation site identified in the Order. The cost of installation and of any other Technical Services, where applicable, is as described in the Order. Expenses estimated in an Order are invoiced in arrears at actual cost.

(d) Customer site obligations. Customer will, at its own cost and in a timely manner, provide: safe and unobstructed access to the installation site during the agreed installation windows; a safe working environment and all applicable site safety, hazard and compliance information for IRP personnel and its subcontractors; electrical power, network connectivity and mounting points meeting the requirements set out in the Documentation; any equipment shutdowns, lockout/tagout, permits, confined-space clearances and safety escorts required to perform the work; and a competent site contact with authority to make operational decisions.

(e) Installation scheduling. Customer will, within ten (10) Business Days after Site Receipt, propose to IRP at least two alternative installation windows that comply with paragraph (d). Any installation date must be confirmed with IRP not less than ten (10) Business Days in advance. If Customer proposes or confirms a date on shorter notice, IRP will use reasonable efforts to accommodate it but is under no obligation to do so, and IRP's inability to attend on a date confirmed on shorter notice is not a delay attributable to IRP for the purposes of paragraph (f) or Section 9.2. If Customer cancels or reschedules a confirmed installation date on less than five (5) Business Days' notice, IRP may invoice Customer for standby time, re-mobilization and non-recoverable travel and accommodation costs at IRP's then-current rates.

(f) Customer delay. If IRP is unable to deliver, install, commission or activate Equipment on a scheduled date for any reason not solely attributable to IRP (including any failure by Customer to comply with paragraph 2.7(e)), IRP may invoice Customer for standby time and re-mobilization at IRP’s then-current daily rates plus expenses. Any resulting delay will not delay the Subscription Start Date, reduce, suspend or offset any Fees, or relieve Customer of any payment obligation.

2.8. Return of Leased Equipment. All Leased Equipment must be returned to IRP (IRP can arrange for a pick-up for a fee) within thirty (30) days after the expiry or termination of the applicable Order or of this Agreement, at the address designated by IRP. IRP may accept delivery of Leased Equipment from Customer at the installation site if agreeable to IRP. A “Loss Event” occurs if (i) Leased Equipment is not returned, or return or pick-up is not arranged with IRP, within that thirty (30) day period, or (ii) Leased Equipment is lost, stolen, destroyed or damaged beyond repair. Within thirty (30) days after a Loss Event, Customer will pay IRP an amount equal to the replacement value of the affected Leased Equipment (as set out in Schedule “C” or, if not listed there, IRP’s then-current list price), plus all other amounts that are or become due under this Agreement in respect of that Equipment. IRP has no maintenance, repair, warranty or other obligation in respect of any Equipment that is the subject of a Loss Event.

2.9. Restrictions – Services and Equipment. Customer will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell or sublicense the Service or Equipment to a third party, (b) use the Service or Equipment on behalf of, or to provide any product or service to, third parties, (c) use the Service or Equipment to develop a similar or competing product or service, (d) scrape, data mine, reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to or unauthorized data from the Service or Equipment, except to the extent expressly permitted by Law (and then only with prior notice to IRP), (e) modify or create derivative works of the Service or Equipment or copy any element of the Service or Equipment (other than authorized copies of the Software), (f) remove or obscure any proprietary notices in the Service or Equipment or otherwise misrepresent the source of ownership of the Service or Equipment, (g) publish benchmarks or performance information about the Service or Equipment, (h) interfere with the Service’s or Equipment’s operation, circumvent their access restrictions or conduct any security or vulnerability test of the Service or Equipment, (i) transmit any viruses or other harmful materials to the Service or Equipment; (j) operate, or attempt to operate, any Equipment with any platform, service or software other than the Service, or without an active Subscription; and (k) remove any proprietary notices or labels. Although IRP has no obligation to monitor Customer’s use of the Services or Equipment, IRP may do so and may prohibit any use of the Services or Equipment it believes may be (or alleged to be) in violation of the foregoing.

2.10. Maintenance on Equipment. IRP will maintain Equipment on a case-by-case, as needed basis, as determined by IRP in consultation with Customer. Customer is solely responsible for monitoring the performance, fitness, and operation of the Equipment and to notify IRP if maintenance is required. If Customer believes maintenance is needed, Customer must contact IRP in a timely manner following discovery of the event leading to the belief that maintenance is needed, during normal business hours, and provide a detailed description of the problem so that IRP is able to dispatch the required solution to fix it. During the Subscription Term and provided Customer’s account is in good standing, IRP will take reasonable measures to fix or replace Equipment that, in IRP’s sole discretion, requires repair or replacement. IRP will not be responsible for repairing or replacing any Equipment that has failed as a result of negligence of, inappropriate use of, willful act by, or general failure to monitor the Equipment by the Customer. If it is determined that Equipment has failed due to the Customer, it shall be liable for the Equipment based on a Loss Event in accordance with Section 2.8. Maintenance, repair and replacement of Purchased Equipment is provided as described in the Order and, unless the Order states otherwise, is chargeable at IRP’s then-current rates and prices, including the replacement prices set out in Schedule “C”.

During the Subscription Term, the Service and Equipment will be subject to the SLA attached as Schedule “A” and IRP will provide Support in accordance with the Support Policy attached as Schedule “B”.

4.1. Data Ownership. Under this Agreement, IRP will at all times own all Data about the Service, Equipment, Support and any Technical Services. Data includes all data from or related to Customer’s facility specifications, Equipment at its facility, at the time of pre-installation set up and thereafter until the conclusion of the Subscription Term. IRP requires ownership of Data in order, but not limited: (a) to analyze and optimize the operational performance of Equipment and Software; (b) modify the Software or create or develop new products and Services; (c) to provide anonymized industry benchmarking studies to the public; and, (d) to provide performance studies to customers of IRP. Customer hereby assigns and transfers to IRP all rights, title and interest necessary for IRP to own Data, to the extent that such Data is not already owned by IRP.

4.2. Usage Data. IRP hereby grants Customer a non-exclusive, worldwide right to use Usage Data for the duration of the Subscription Term for the purposes of analytics, record-keeping and system optimization for internal use only. Customer shall not share Usage Data with third parties without the prior written consent of IRP.

4.3. Usage Data Export. During the Subscription Term or within 30 days thereafter upon Customer’s written request, Customer may export Usage Data from the Service using the export features described in the Documentation. After this export period, IRP may delete Usage Data in accordance with its standard schedule and procedures. If Customer elects to proactively delete its account at any time, all associated Usage Data will be deleted permanently and cannot be retrieved.

Customer agrees to comply with Laws in using the Service. Customer represents and warrants that it has made all disclosures and has all rights, consents and permissions necessary to use the Service and grant IRP the rights to own Data without violating or infringing Laws, third-party rights (including intellectual property, publicity or privacy rights) or any terms or privacy policies that apply to the Data.

6.1. Grounds for Suspension. IRP may suspend Customer’s access to the Service and any related services, in whole or in part, if: (a) any amount payable by Customer is fifteen (15) days or more past due; (b) Customer has not issued a purchase order or other documentation that Customer requires in order to pay for a Renewal, by the commencement date of that Renewal Term; (c) Customer breaches Section 2.9 (Restrictions) or Section 5 (Customer Obligations); or (d) Customer’s actions risk harm to other customers or to the security, availability or integrity of the Service. IRP will use reasonable efforts to provide Customer with prior notice of a suspension, by email to Customer’s billing or administrative contact.

6.2. Effect of Suspension. A suspension under this Section 6 is not a termination of this Agreement or of any Order. During any suspension: (a) the Subscription Term continues to run and is not extended, tolled or suspended; (b) all Fees continue to accrue and remain payable in accordance with the applicable Order and Section 9 as if no suspension had occurred; (c) for a period of ninety (90) days from the commencement of the suspension, IRP will continue to collect, process, transmit and store Data from the Equipment, and Customer acknowledges that Fees for that period are payable in consideration of, among other things, that continued collection and processing; and (d) Customer is not entitled to any credit, refund, offset, Service Credit or other remedy, under the SLA or otherwise, in respect of any suspension period.

6.3. Data During and After Suspension. If a suspension continues for more than ninety (90) days, IRP may cease collecting, processing and storing Data and may delete, purge or otherwise permanently dispose of all Data collected during the suspension period together with any Data associated with Customer’s account, without further notice and without liability to Customer. IRP is under no obligation to make any Data relating to a suspension period available to Customer unless and until all past due amounts, accrued interest and the reactivation fee described in Section 9.5(f) have been paid in full.

6.4. Reinstatement. Once Customer has resolved the issue requiring suspension, including payment in full of all past due amounts, accrued interest and any reactivation fee, IRP will promptly restore Customer’s access to the Service in accordance with this Agreement, to the extent Data and configuration remain available. Suspension is in addition to, and not in substitution for, IRP’s right to terminate under Section 11.2 and any other remedy available to IRP.

7.1. Customer may choose to use the Service with Third-Party Platforms. Use of Third-Party Platforms is subject to Customer’s agreement with the relevant provider and not this Agreement. IRP does not warrant, support, control, and has no liability for, Third-Party Platforms, including their security, functionality, operation, availability or interoperability or how the Third-Party Platforms or their providers use Data. If Customer enables a Third-Party Platform with the Service, IRP may access and exchange Data with the Third-Party Platform on Customer’s behalf.

7.2. The Service may contain features designed to interoperate with Third-Party Platforms. IRP cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Platform ceases to make the Third-Party Platform available for interoperation with the corresponding Service features in a manner acceptable to IRP.

Any purchased Technical Services are as described in the relevant Order. Any Technical Services deliverables relate to the configuration or use of the Service. Customer may use Technical Services deliverables only as part of its authorized use of the Service, subject to the same terms as for the Service in Section 2 (the Service) and Section 5 (Customer Obligations).

9.1. Subscription Term and Renewal. Unless otherwise specified in the applicable Order (monthly billing or annual billing), each Subscription Term will begin on the Subscription Start Date and continue for the period stated in the Order or, if no period is stated, for one (1) year. Each Subscription Term will automatically renew for successive periods of equal length (each a “Renewal Term”), unless either party gives the other party notice of non-renewal at least 60 days before the current Subscription Term ends. IRP will use reasonable efforts to notify Customer of renewal pricing at least sixty-five (65) days before the end of the then-current Subscription Term. Customer’s right to terminate an Order for convenience, and the associated cancellation charge, are set out in Section 9.7.

9.2. Subscription Start Date. The Subscription Start Date for each Order is determined in accordance with the definition of “Subscription Start Date” in Section 20. Customer acknowledges and agrees that the Subscription Start Date occurs no later than thirty (30) days after Delivery, whether or not the Equipment has been installed, commissioned, activated or used, and whether or not Customer has issued a purchase order, completed training or begun to access the Service. No delay in Delivery, installation, commissioning, activation, go-live, training, integration or purchase order issuance will delay the Subscription Start Date, or reduce, suspend, offset or excuse any Fees, except to the extent the delay is solely attributable to IRP.

9.3. Fees. Fees are as described in each Order. Fees are stated and payable in the currency identified in the Order and, if no currency is identified, in United States dollars. Reimbursable expenses may be estimated in an Order and are invoiced in arrears at actual cost. Fees for renewal Subscription Terms are at IRP’s then-current rates, regardless of any discounted pricing in a prior Order. Invoicing is governed by Section 9.4, payment by Section 9.5 and Taxes by Section 9.6.

9.4. Invoicing. Unless the applicable Order expressly states otherwise, IRP may invoice as set out below, and may issue an invoice at any time on or after the applicable trigger:

(d) Leased Equipment. Fees for the lease of Leased Equipment, on the same basis and at the same times as the Subscription Fees to which they relate.

(e) Installation, Technical Services and other services. Fees for installation, commissioning, kick-off, training and other Technical Services, on completion of the applicable services or, for services performed over a period, monthly in arrears as performed. Reimbursable expenses are invoiced in arrears at actual cost.

(f) All other amounts, including Loss Event amounts, standby and re-mobilization charges, reactivation fees, cancellation charges and replacement parts, as and when they become due.

(a) Unless the applicable Order states a different period, all invoiced amounts are due within thirty (30) days after the invoice date.

(b) Customer will pay all amounts in full, without setoff, deduction, counterclaim, holdback or withholding of any kind.

(c) Customer’s obligation to pay is not conditioned on, and will not be delayed by, the issuance of a purchase order, the completion of Customer’s internal approval, receipt, requisition or procurement processes, the registration of IRP in any vendor or supplier portal, or Customer’s use of or access to the Service or Equipment.

(d) If Customer disputes an invoice in good faith, Customer must notify IRP in writing within fifteen (15) days after the invoice date, identifying the disputed amount and the basis for the dispute in reasonable detail. Amounts not disputed in accordance with this paragraph remain payable when due, and the parties will continue to perform while a dispute is resolved.

(e) Late payments are subject to a service charge of 1.0% per month (12.68% per annum, calculated and compounded monthly), or the maximum amount allowed by Law, whichever is less, accruing from the due date until payment in full, without the need for any demand or notice. Customer will reimburse IRP’s reasonable costs of collection, including legal fees and disbursements.

(f) If access to the Service is suspended under Section 6, Customer will pay a reactivation fee in consideration of IRP's work in reinstating Customer's account and restoring access to the Service. The reactivation fee is the greater of (i) two hundred and fifty United States dollars (US$250) or, where the applicable Order is denominated in another currency, the equivalent amount in that currency at IRP's then-current rate of exchange, and (ii) 1.0% of the amounts that were past due at the commencement of the suspension for each month or part month during which the suspension continued. A separate reactivation fee is payable in respect of each suspension. The reactivation fee is in addition to, and not in substitution for, the service charge payable under paragraph (e).

(g) All Fees and expenses are non-refundable except as expressly set out in Section 10.2 (Warranty Remedy), Section 14.4 (Mitigation and Exceptions) and the SLA.

9.6. Taxes, Duties and Import. Customer is responsible for all sales, use, excise, GST/HST, QST, provincial sales tax, value-added tax (including Mexican impuesto al valor agregado), gross receipts, business, withholding and similar taxes, levies, duties and tariffs that apply to its Orders, whether domestic or foreign (“Taxes”), other than IRP’s income tax. Fees and expenses are exclusive of Taxes. Customer will provide any exemption certificates, resale certificates or registration numbers IRP reasonably requests. If Customer is required by Law to withhold or deduct any amount from a payment to IRP, Customer will increase the payment so that IRP receives the amount it would have received had no withholding or deduction been required. Customer is responsible for all customs duties, tariffs, brokerage, clearance and import charges in respect of Equipment shipped to Customer, and Customer is the importer of record unless the Order expressly states otherwise.

9.7. Early Termination for Convenience; Cancellation Charge. Customer may terminate an Order for convenience, effective at the end of a Billing Period, on not less than sixty (60) days’ prior written notice to IRP, subject to the following:

(a) No Fees or expenses that have been invoiced or paid are refundable, in whole or in part.

(b) Customer remains liable in full for all Fees for Billing Periods that have commenced, or that have been invoiced, as at the effective date of termination.

(c) In respect of the Billing Periods remaining in the then-current Subscription Term that have not been invoiced as at the effective date of termination — including Billing Periods covered by a purchase order issued by Customer — Customer will pay a cancellation charge equal to fifty percent (50%) of the Fees that would have been payable for those remaining Billing Periods. The cancellation charge is invoiced on the effective date of termination and is due within thirty (30) days.

(d) The unpaid balance of the purchase price of any Purchased Equipment, and all unpaid installation and Technical Services fees and reimbursable expenses, become immediately due and payable.

(e) Customer will return all Leased Equipment in accordance with Section 2.8.

The parties acknowledge that the cancellation charge is a genuine pre-estimate of the loss IRP will suffer as a result of early termination, reflecting IRP’s committed costs of equipment, installation, connectivity and onboarding, and is not a penalty. This Section 9.7 does not limit Customer’s right to terminate for cause under Section 11.2 or under Section 10.2.

9.8. Affiliate Orders. An Affiliate of Customer may enter its own Order(s) as mutually agreed with IRP. This creates a separate agreement between the Affiliate and IRP incorporating this Agreement with the Affiliate treated as “Customer”. Neither Customer nor any Customer Affiliate has any rights under each other’s agreement with IRP, and breach or termination of any such agreement is not breach or termination under any other.

10.1. Limited Warranty. IRP warrants to Customer that:

(a) the Service and Equipment will perform materially as described in the Documentation and IRP will not materially decrease the overall functionality of the Service during a Subscription Term (the “Performance Warranty”); and

(b) IRP will perform any Technical Services in a professional and workmanlike manner (the “Technical Services Warranty”).

10.2. Warranty Remedy. If IRP breaches Section 10.1 (Limited Warranty) and Customer makes a reasonably detailed warranty claim within 30 days of discovering the issue, then IRP will use reasonable efforts to correct the non-conformity. If IRP cannot do so within 60 days of Customer’s warranty claim, either party may terminate the affected Order as relates to the non-conforming Service, Equipment or Technical Services. IRP will then refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term (for the Performance Warranty) or for the non-conforming Technical Services (for the Technical Services Warranty) and Customer will return Leased Equipment to IRP in accordance with Section 2.8. These procedures are Customer’s exclusive remedy and IRP’s entire liability for breach of the warranties in Section 10.1. These warranties do not apply to (a) issues caused by misuse or unauthorized modifications, (b) issues in or caused by third-party platforms or other third-party systems or (c) Trials and Betas or other free or evaluation use.

10.3. Disclaimers. Except as expressly provided in Section 10.1 (Limited Warranty), the Service, Support, Technical Services and all related IRP services and Equipment are provided “AS IS”. IRP and its suppliers make no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or non-infringement. Without limiting its express obligations in Section 3 (SLA and Support), IRP does not warrant that Customer’s use of the Service or Equipment will be uninterrupted or error-free or that the Service or Equipment will meet Customer’s requirements, operate in combination with third-party services used by Customer or maintain Data without loss. IRP is not liable for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside IRP’s control. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.

11.1. Term. This Agreement starts on the Effective Date and continues until expiration or termination of all Subscription Terms.

11.2. Termination. Either party may terminate this Agreement (including all Orders) if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, except that the period to cure a failure to pay any amount when due is ten (10) days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. Customer’s right to terminate an Order for convenience is set out in Section 9.7.

11.3. Effect of Termination. Upon expiration or termination of this Agreement or an Order, Customer’s access to the Service and Technical Services will cease, other than limited use of the Service to export Usage Data as described in Section 4.3 (Usage Data Export). Customer’s lease of Leased Equipment shall also cease and Customer shall be required to return Leased Equipment in accordance with Section 2.8. Customer may retain any Purchased Equipment for which the purchase price and all other amounts due in respect of it have been paid in full; however, Customer’s licence to the Software and firmware embedded in or supplied with that Equipment terminates in accordance with Section 2.4(c), the Equipment will cease to function with the Service, and IRP may deactivate or disable its connectivity, firmware and data-transmission functions. Customer acknowledges that Equipment has no standalone functionality without an active Subscription. At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information (excluding Data, which is addressed in Section 4). Data and other Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions.

11.4. Survival. These Sections survive expiration or termination of this Agreement: 2.4 (Equipment — General), 2.5 (Purchased Equipment), 2.8 (Return of Leased Equipment), 2.9 (Restrictions), 4.3 (Usage Data Export), 5 (Customer Obligations), 6.2 (Effect of Suspension), 6.3 (Data During and After Suspension), 9.3 through 9.7 (Fees, Invoicing, Payment, Taxes and Early Termination), 10.3 (Disclaimers), 11.3 (Effect of Termination), 11.4 (Survival), 12 (Ownership), 13 (Limitations of Liability), 14 (Indemnification), 15 (Confidentiality), 16 (Required Disclosures), 19 (General Terms) and 20 (Definitions). Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

12.1. Ownership of Materials. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Customer’s use rights in this Agreement, IRP owns and retains all intellectual property and other rights in Data. Except for Customer’s use rights in this Agreement and, in the case of Purchased Equipment, Customer’s title to the physical Equipment under Section 2.5(b), IRP and its licensors retain all intellectual property and other rights in the Service and Equipment, any Technical Services deliverables and related IRP technology, templates, formats and dashboards, including any modifications or improvements to these items made by IRP. IRP may generate and use Usage Data to operate, improve, analyze and support the Service or Equipment and for other lawful business purposes. Under this Agreement, and as set forth in Section 4 herein, IRP owns Usage Data at all times. If Customer provides IRP with feedback or suggestions regarding the Service or Equipment or other IRP offerings, IRP may use the feedback or suggestions without restriction or obligation.

13.1. Consequential Damages Waiver. Except for Excluded Claims, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.

13.2. Liability Cap. Except for Excluded Claims, each party’s (and its suppliers’) entire liability arising out of or related to this Agreement will not exceed in aggregate the Subscription Fees paid or payable by Customer to IRP during the twelve (12) months immediately preceding the event giving rise to the liability.

13.3. Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Sections 2.9 (Restrictions), 2.8 (Return of Leased Equipment) or 5 (Customer Obligations), (b) either party’s breach of Section 15 (Confidentiality) (but excluding claims relating to Data), (c) amounts payable to third parties under the indemnifying party’s obligations in Section 14 (Indemnification) or (d) Customer’s obligation to pay Fees, Taxes, cancellation charges, Loss Event amounts and other amounts due under this Agreement or an Order.

13.4. Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 13 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

14.1. Indemnification by IRP. IRP will defend Customer from and against any third-party claim to the extent alleging that the Service or Equipment, when used by Customer as authorized in this Agreement, infringes a third party’s patent, copyright, trademark or trade secret, and will indemnify and hold harmless Customer against any damages or costs awarded against Customer (including reasonable legal fees) or agreed in settlement by IRP resulting from the claim.

14.2. Indemnification by Customer. Customer will defend IRP from and against any third-party claim to the extent resulting from Customer’s breach or alleged breach of Section 5 (Customer Obligations) and will indemnify and hold harmless IRP against any damages or costs awarded against IRP (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from the claim.

14.3. Procedures. The indemnifying party’s obligations in this Section 14 are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defence and settlement of the claim and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Service when IRP is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

14.4. Mitigation and Exceptions. In response to an actual or potential infringement claim, if required by settlement or injunction or as IRP determines necessary to avoid material liability, IRP may at its option: (a) procure rights for Customer’s continued use of the Service and Equipment, (b) replace or modify the allegedly infringing portion of the Service or Equipment to avoid infringement without reducing the Service’s or Equipment’s overall functionality or (c) terminate the affected Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. IRP’s obligations in this Section 14 do not apply (1) to infringement resulting from Customer’s modification of the Service or Equipment or use of the Service or Equipment in combination with items not specified in the Documentation or provided by IRP (including Third-Party Platforms), (2) to infringement resulting from Software other than the most recent release, (3) to unauthorized use of the Service or Equipment, (4) if Customer settles or makes any admissions about a claim without IRP’s prior consent, (5) if Customer continues to use the Service (or any element thereof) or Equipment after being notified of allegedly infringing activity or informed of modifications that would have avoided the alleged infringement, (6) to Trials and Betas or other free or evaluation use or (7) to the extent the alleged infringement is not caused by the particular technology or implementation of the Service or Equipment but instead by features common to any similar service. This Section 14 sets out Customer’s exclusive remedy and IRP’s entire liability regarding infringement of third-party intellectual property rights.

15.1. Definition. “Confidential Information” means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. IRP’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Service or Equipment. Confidential Information includes Data.

15.2. Obligations. As receiving party, each party will (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for IRP, the subcontractors referenced in Section 19.9), provided it remains responsible for their compliance with this Section 15 and they are bound to confidentiality obligations no less protective than this Section 15.

15.3. Exclusions. These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the disclosing party’s Confidential Information.

15.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 15.

Nothing in this Agreement prohibits either party from making disclosures if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

If Customer receives access to the Service or Equipment or Service or Equipment features on a free or trial basis or as an alpha, beta or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by IRP (or if not designated, 30 days). Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features that IRP may never release, and their features and performance information are IRP’s Confidential Information. Notwithstanding anything else in this Agreement, IRP provides no warranty, indemnity, SLA or support for Trials and Betas and its liability for Trials and Betas will not exceed CDN$50.

Neither party may publicly announce this Agreement except with the other party’s prior consent or as required by Laws. However, IRP may include Customer and its trademarks in IRP’s customer lists and promotional materials.

19.1. Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

19.2. Governing Jurisdiction and Dispute Resolution. The laws of the Province of Ontario and Canadian law applicable in Ontario will govern any dispute, cause of action or claim arising out of this Agreement or use of the Services or Equipment, including against IRP (“Dispute”), without giving effect to conflict-of-law principles. If Customer has any kind of Dispute with IRP, the exclusive means of resolving it will be by confidential, binding arbitration before a single arbitrator chosen by Customer and IRP. Customer will give notice of Customer’s Dispute to IRP in writing. If Customer and IRP do not decide together on an arbitrator within fifteen (15) days after receiving that notice, Customer and IRP both agree to ask ADR Chambers to appoint one. The arbitration will take place in Toronto, Ontario, under the Arbitration Act, 1991 (Ontario), and will follow the ADR Chambers Arbitration Rules in place at the time of the Dispute. The arbitrator will have the right to decide how the costs should be divided between Customer and IRP. The arbitrator will have the right to accept whatever kind of evidence they think is appropriate and will have the right to make whatever award they consider fair and equitable, based on legal and equitable principles, including giving an order such as an injunction (to stop one of Customer or IRP from doing something) or an order that Customer or IRP pay damages to the other. The arbitrator’s award can be entered into the registry of the Ontario Superior Court in Toronto, Ontario, and enforced in the same way as a court order if the court in the enforcing jurisdiction allows. Notwithstanding the foregoing, either party may commence proceedings in a court of competent jurisdiction (a) to collect amounts that are due and that have not been disputed in accordance with Section 9.5(d), or (b) for interim, interlocutory, injunctive or other equitable relief to protect its intellectual property, Confidential Information or security interests. Any Dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. IRP and Customer each waive any right to a trial by jury. If Customer breaches this Agreement or violates IRP’s rights or another person’s rights, in addition to any other remedy, IRP may ask a court for an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions of this Agreement, and Customer will reimburse IRP for reasonable legal fees associated therewith.

19.3. Notices. Except as set out in this Agreement, any notice or consent under this Agreement must be in writing to the addresses set out in the applicable Order and, for IRP, to the address set out below or by email to the address set out in the applicable Order or below and will be deemed given: (a) upon receipt if by personal delivery, (b) upon receipt if by certified or registered mail in Canada, the United States or Mexico (return receipt requested) or (c) one day after dispatch if by a commercial overnight delivery service; or (d) on the date of sending if by email. Either party may update its address with notice to the other party. All notices to IRP must include a copy emailed to: IRP Industries Inc. o/a INDUSTRIAL MATRIX, 175 Gordon Baker Rd. Suite 200, North York, ON M2H 2N7, Canada, Attention: Head of Finance, info@industrialmatrix.com. IRP may also send operational notices to Customer by email or through the Service.

19.4. Order of Precedence. If there is a conflict or inconsistency between the documents forming this Agreement, the following order of precedence applies, from highest to lowest: (a) the applicable Order; (b) this Agreement; and (c) the Policies. An Order prevails over this Agreement only to the extent it expressly identifies the provision of this Agreement that is being amended and states that it is amended for the purposes of that Order. No Policy will be read so as to reduce or delay Customer’s payment obligations under this Agreement or an Order.

19.5. Entire Agreement. This Agreement (which includes all Orders, Renewals and the Policies) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

(a) Negotiated amendments. Any amendment to an Order, or any variation of this Agreement that applies only to a specific Order, must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by IRP. Each version of this Agreement is identified by a version number and effective date. IRP maintains a record of each published version and will make prior versions available on request.

(b) Updates by IRP. IRP may update this Agreement and the Policies from time to time by publishing an updated version at https://industrialmatrix.com/terms-of-service or a successor location identified by IRP. An updated version takes effect: (i) for Orders accepted on or after the date of publication, on the date of publication; and (ii) for Orders already in effect, at the commencement of the next Renewal Term, provided IRP has published the updated version, or otherwise made it available to Customer, at least sixty (60) days before that Renewal Term begins. An update will not materially decrease IRP’s overall obligations, or increase the Fees payable, during a Subscription Term that has already commenced. If Customer does not wish to accept an updated version that would apply at Renewal, Customer’s sole remedy is to give notice of non-renewal under Section 9.1 before the applicable deadline.

(c) Acceptance on access. IRP may require Customer and each of its Users to review and accept the then-current version of this Agreement and the Policies as a condition of accessing or continuing to access the Service, including by means of a click-through, in-product or dashboard acceptance mechanism. Acceptance by a User, or Customer’s or any User’s continued access to or use of the Service or Equipment after an updated version takes effect, constitutes Customer’s acceptance of that updated version.

(d) Customer forms rejected. The terms in any Customer purchase order, requisition, vendor or supplier portal, supplier registration, online click-through or other business form will not amend or modify this Agreement and are expressly rejected by IRP; any of these Customer documents are for administrative purposes only and have no legal effect. IRP’s acknowledgement of, acceptance of, or performance following receipt of any such document does not constitute acceptance of its terms.

19.7. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

19.8. Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license, governmental action arising from a pandemic, virus, or other pathogen, supply chain disruption, shortage or unavailability of components, carriers, materials or labour, the imposition of tariffs, duties, export controls or trade restrictions, or natural disaster.

19.9. Subcontractors. IRP may use subcontractors and permit them to exercise IRP’s rights, but IRP remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.

19.10. Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers.

19.11. Export. Customer shall not use the Service or Equipment if located in any jurisdiction in which the provision of the Service or Equipment is prohibited under Canadian, U.S. Mexican or other laws (a “Prohibited Jurisdiction”) and Customer will not provide access to the Service or Equipment to any government, entity or individual located in any Prohibited Jurisdiction. Customer confirms that it is not named on any Canadian, U.S. or Mexican government list of persons or entities prohibited from transaction with any Canadian, U.S. or Mexican person; (b) Customer is not a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not allow Authorized Users to access or use the Service or Equipment in violation of any Canadian, U.S. Mexican or other export embargoes, prohibitions or restrictions; and (d) Customer will comply with all laws regarding the transmission of data exported from the country in which Customer (or Authorized Users) is located to Canada, the United States and Mexico.

“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with a party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

“Billing Period” means each monthly, annual or other recurring period in respect of which Subscription Fees are payable, as identified in the applicable Order. If no Billing Period is identified in an Order, the Billing Period is one (1) month.

“Business Day” means any day other than a Saturday, Sunday or statutory holiday observed in the Province of Ontario.

“Commissioning Date” means, in respect of an Order, the date on which IRP completes installation and commissioning of the Equipment supplied under that Order such that the Equipment is capable of transmitting data to the Service.

“Data” means any all data in relation to the Service and Equipment, including but not limited to: (a) data, content or materials that Customer (including its Users) creates within or submits to the Service; (b) data, content, scans, measurements, preparations or materials that IRP creates to install Equipment at Customer’s facility or facilities, or to prepare Customer to use Service, Equipment and/or Technical Services. Data includes Usage Data (as defined below).

“Delivery” means delivery of the Equipment by IRP to the first carrier in accordance with the Incoterms® rule specified in Section 2.7(a), being the point at which IRP has delivered and at which risk passes to Customer. Delivery is determined without regard to when the Equipment arrives at, or is received at, the installation site. “Deliver” and “Delivered” have corresponding meanings.

“Documentation” means IRP’s usage guidelines and standard technical documentation for the Service and Equipment, as communicated by IRP to the Customer.

“Equipment” means the components supplied by IRP to Customer as set out in an Order together with all parts required for the Equipment to work on Customer’s premises. Equipment is either Purchased Equipment or Leased Equipment, as identified in the applicable Order and as provided in Section 2.4. Equipment does not include the Software or any firmware, which are licensed and not sold or leased.

“Laws” means all relevant local, provincial, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and export of technical or personal data.

“Leased Equipment” means Equipment that an Order identifies as leased to Customer, title to which remains at all times with IRP.

“Order” means an order for access to the Service, Support, Technical Services or related services and the Equipment that references this Agreement, including any Renewal. An Order may be created by: (a) a written order form or quotation issued by IRP and signed by both parties; (b) a quotation or proposal issued by IRP that Customer accepts by signing and returning it, by written or electronic confirmation, or by issuing a purchase order that references that quotation or proposal; or (c) Customer’s use of or access to the Service or Equipment supplied under a quotation or proposal issued by IRP. Acceptance of a quotation or proposal by any of these means constitutes acceptance of this Agreement, and the terms of Section 19.6(d) apply to any Customer purchase order.

“Renewal” means the renewal of an Order.

“Policies” means the Privacy Policy, Support Policy and SLA.

“Privacy Policy” means the Privacy Policy of IRP.

“Purchased Equipment” means Equipment that an Order expressly identifies as sold to Customer, title to which passes to Customer in accordance with Section 2.5(b).

“Service” means IRP’s proprietary cloud services, as identified in the relevant Order and as modified from time to time. The Service includes the Software and Documentation but does not include Technical Services deliverables.

“Site Receipt” means the arrival of the Equipment at the installation site identified in the applicable Order.

“SLA” means the IRP Service Level Agreement, the current version of which has been provided to Customer attached as Schedule A.

“Software” means any IRP client software, scripts, apps or other code provided to Customer by IRP for use with the Service, including any firmware embedded in or supplied with the Equipment.

“Subscription Fees” means the recurring fees payable for the Service and, where applicable, for the lease of Leased Equipment, maintenance and Support, as set out in an Order.

“Subscription Start Date” means, in respect of each Order, the earliest of: (a) the Commissioning Date; (b) the date on which IRP first makes the Service available in respect of the Equipment supplied under that Order, including by issuing or enabling administrator credentials for that Equipment; and (c) any date expressly specified as the subscription start date in that Order; provided that in no event will the Subscription Start Date be later than thirty (30) days after Delivery.

“Subscription Term” means the term for Customer’s use of the Service, Equipment, Maintenance and Support as identified in an Order.

“Support” means support for the Service as described in the Support Policy. Customer’s Support level will be identified in its Order.

“Support Policy” means the IRP Support Policy, the current version of which has been provided to Customer attached as Schedule B.

“Technical Services” means any training, customer onboarding, enablement, installation, Equipment set-up, Equipment maintenance, customization or other technical services provided by IRP related to the Service or Equipment, as identified in an Order.

“Usage Data” means IRP’s technical logs and data and learnings about Customer’s use of the Service or Equipment.

“User” means any individual that Customer or its Affiliate permits or invites to use the Service, as further described in the Documentation.

SCHEDULE A — Service Level Agreement

IRP Industries Inc. cob as IndustrialMatrix (“IRP”) will use commercially reasonable efforts to make the IRP monthly subscription software service (“IRP SaaS”) available with a Monthly Uptime Percentage (defined below) of at least 99.5%. If the Service Commitment is not met, Customer will be eligible to receive a Service Credit to be applied as described below.

“Monthly Uptime Percentage” is calculated by subtracting the percentage of minutes during the calendar month in which SaaS was in the state of “Unavailable” (defined below) from 100%.

The IRP SaaS environment is “Unavailable” if Customer does not receive data from IRP SaaS. Planned down times are announced by email not less than forty-eight (48) hours in advance and are not counted as “Unavailable”. All kinds of third-party issues, including third party software and hardware issues, provider issues affecting locations using IRP SaaS, and issues on customer side are also not counted as “Unavailable”.

Service Credits are calculated as a percentage of the monthly IRP SaaS subscription fee (equal to 1/12th of the yearly IRP SaaS subscription fees) for the affected SaaS environment for the month in which the unavailability occurred as follows: (monthly SaaS subscription fee) x (Service Commitment – Monthly Uptime Percentage) (e.g. $1,000 x (99.5% - 95%) = $45). Service Credits are subject to a maximum of 10% of the total annual spend for the IRP SaaS subscription, under the relevant order, per annual term. IRP will apply Service Credits only against a renewal of or the purchase of additional IRP SaaS subscriptions by Customer or for Customer’s benefit within one year after confirmation of the Service Credits by IRP. Customer must have a current SaaS subscription to use a Service Credit. If not applied within that year, the Service Credit will automatically expire. Service Credits will not entitle Customer to any refund or other payment from IRP. Customer is eligible to receive a Service Credit only if the month in which IRP fails to meet the Monthly Uptime Percentage target falls entirely within the applicable paid subscription term. Service Credits may not be transferred or applied to any other account or environment. Unless otherwise provided in the Agreement between us for the affected SaaS Subscription, Customer’s sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the SaaS environment is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA. IRP is not responsible for data loss or downtime as a result of sensor, controller or other communication device failure or data disconnection (battery loss, power loss, etc.). No Service Credit is available in respect of any period during which access to the Service is suspended under Section 6 of the Agreement.

To receive a Service Credit, you must submit a claim by opening an IRP Support Ticket by email to support@industrialmatrix.com. To be eligible, the credit request must be received by us by the end of the month immediately after the month in which the incident occurred and must include:

1. the words “SLA Credit Request” in the subject line;
2. the dates and times of each Unavailability incident that you are claiming;
3. the URL of the affected IRP SaaS environment; and,
4. the exact start and end time (if applicable) of the downtime with a detailed description of the symptoms of outage.

IRP may ask you to provide additional information relating to the incident. If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to be applied as described in this SLA. Your failure to provide the details of the request as set out in this SLA and other information as requested by IRP will disqualify you from receiving a Service Credit.

SCHEDULE B — Support Policy

This Support Policy applies to software services only. Our terms relating to Equipment and Hardware support are found in our Master Subscription, Equipment and Services Agreement.

The IRP IndustrialMatrix Support Team (“Team”) consists of technical professionals dedicated to helping you optimize your IndustrialMatrix solutions. Team members are experts who troubleshoot our software and subscription services. The Team will manage and resolve your product-related technical issues or escalate them to Engineering and Product Management if needed.

We offer a single, premium level of support for Customers that are current on their subscriptions.

Tickets can be entered 24X7X365 by email. Tickets will be handled by their severity and the order in which they are received during normal business hours. A Team member will provide a response within the stated initial response time to ensure that your issue is handled as quickly as possible.

Phone access to Customer Success Manager is available Monday to Friday during 9am to 5pm EST excluding holidays. To help accelerate the resolution of an issue, it is recommended that the customer first create a support ticket via email to capture all relevant information, screenshots, etc. prior to calling for support. However, this is not required. A Team member may choose to call back if this method is required to properly handle the reported issue in the email ticketing system.

Customers who are current on their subscription fees are entitled to receive new releases of licensed software products based on IndustrialMatrix release timelines. They are also entitled to receive updates, revisions, and related documentation.

IndustrialMatrix strives to respond to issues in an expeditious manner. Customers may request that a ticket by email be escalated if the subject of the request involves a system critical issue or an extremely complex problem, or an unreasonable amount of time has elapsed with no resolution after the applicable initial response target set out in the table below has passed. To escalate a ticket, the customer should submit their escalation request by email. The request should include the reason for the escalation. The following table provides a summary of the initial response targets for support:

Outlined below are the steps you can take to make your interaction with the Team more effective. The more detail you provide, the faster and more effectively the team can troubleshoot your issue. Tickets will be handled in the order of their severity and submission time. Issues reported via email need to include the following:

- Asset

- Detailed description of the issue

- Detailed notes on any troubleshooting steps that have been taken and or steps to recreate the issue

- Results of the troubleshooting steps taken

- Best person for the IM team to contact regarding this issue.

Or you can call us with the same information.

The Team does not operate on statutory and civic holidays observed in the Province of Ontario, Canada, being New Year’s Day, Family Day, Good Friday, Victoria Day, Canada Day, the August civic holiday (Simcoe Day), Labour Day, the National Day for Truth and Reconciliation, Thanksgiving Day, Christmas Day and Boxing Day, in each case on the date observed in that year, together with any company-specific days designated by IRP on notice. Customers located outside Ontario should note that support hours and holidays follow Ontario, not the customer’s local jurisdiction.

SCHEDULE C — Product List Prices

This section serves as a guide to the cost of equipment should it need to be replaced at cost to the Customer, as outlined in accordance with Section 2.8 (Return of Leased Equipment) and Section 2.10 (Maintenance on Equipment). Prices are in United States dollars and may be subject to change. Prices were converted from IRP’s Canadian dollar list at an exchange rate of 1.38 CAD per 1.00 USD and may be re-stated by IRP from time to time to reflect currency movements. For Orders denominated in a currency other than United States dollars, replacement values are invoiced at IRP’s then-current list price in the currency of the Order. Prices exclude Taxes, duties, tariffs, freight and installation.