1.1 "Business Day" means any day, other than Saturday, Sunday, or any statutory holiday in the Province of Manitoba;

1.2 "Client Data" means any of Your data gathered through DeepStrike's provision of the Services or contained in any Deliverable;

1.3 "Confidential Information" means information provided by one party to the other party which is designated in writing as confidential or proprietary, as well as information which a reasonable personal familiar with the disclosing party's business and the industry in which it operates would know is of a confidential or proprietary nature;

1.4 "Disclosing Party" shall have the meaning attributed to it in Section 5.1 herein;

1.5 "Deliverables" means the draft or final reports that are created for You as a result of the Services provided to You by DeepStrike, unless otherwise defined in the individual Statement of Work;

1.6 "DeepStrike IP" means DeepStrike's trade secrets, Confidential Information, or other proprietary rights in any material used by DeepStrike or presented to You, whether such was developed independent of this Agreement, prior to the Services, or in performance of the Services, including but not limited to, documentation, software, designs, inventions, discoveries, specifications, improvements, tools, models, know-how, methodologies, analysis frameworks, and report formats;

1.7 "Personal Data" means information that can be used to distinguish or trace an individual's identity, either alone or when combined with other information that is linked or linkable to a specific individual.

1.8 "Plan" means a specified selection of Services provided on a recurring basis for a specified period of time, at a flat rate fee. Plans are ordered through the DeepStrike website, through an online ordering document or billing portal which identifies the Services ordered and references this Agreement;

1.9 "Results" means the data based on Client Data resulting from Your use of the Service, but does not include any dashboards for displaying results, report templates, or other components of the Service used by DeepStrike;

1.10 "Services" means the consulting, testing, automated, or other services described in a Statement of Work or available through DeepStrike's website which DeepStrike provides to You pursuant to Section 2.1 and 2.2 hereof. Services may be Automated Services or Professional Services:

1.11 "Statement of Work" or "SOW" means:

1.12 "Receiving Party" shall have the meaning attributed to such term in Section 5.1 herein.

2.1 Purchase of Professional Services. You may order Professional Services from DeepStrike through a SOW. DeepStrike shall provide You the Services as specified in such SOW. All changes to an existing SOW must be approved by both Parties in writing. DeepStrike will not invoice Client for any Services beyond those contained in the SOW without the prior written consent of Client.

2.2 Purchase of Automated Services. You may order Automated Services or Plans from DeepStrike through DeepStrike's website. Services provided will be dictated by the selected Plan and associated features as listed on the website or billing portal.

2.3 Deliverables. You retain all right, title, and interest in and to Client Data and Client Confidential Information. In addition, after completing a transaction You shall own all right, title and interest to the Results obtained by You through Your use of the Services. DeepStrike owns all right, title, and interest in and to DeepStrike IP.

2.4 Licence to Use. You will have a perpetual, royalty-free, worldwide, non-exclusive, non-transferable licence to use any DeepStrike IP incorporated into any Deliverable, for Your internal business purposes only, upon Your payment in full of all amounts due hereunder. DeepStrike may incorporate the DeepStrike IP in future releases of any of its products or Services, provided that Client Data or Client Confidential Information is not included in any DeepStrike IP.

2.5 DeepStrike Personnel. You may request the use of specific DeepStrike personnel in any SOW or at the time You schedule Professional Services.

2.6 Rescheduling Services. To the extent You purchase Professional Services, You may reschedule the said Professional Services one (1) time at no cost upon prior written notice to DeepStrike no fewer than ten (10) Business Days prior to the start of the originally scheduled Professional Services.

3.1 The term of each Service shall be as set forth on the SOW or as dictated by the selected Plan and associated features as listed on the website or billing portal. Termination of a SOW or Plan will not terminate this Agreement.

3.2 Either party may terminate any SOW or Plan:

3.3 Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party for any reason if at such time there are no outstanding SOWs or Plans currently in effect. All provisions of this Agreement, which by their nature are intended to survive the termination of this Agreement, shall survive such termination.

3.4 Unless either party provides the other with written notice of its election not to renew the term for any Services at least thirty (30) days prior to such renewal date, the term for any Services will renew for an additional term of the length specified in the initial Plan or SOW, at the rate listed on the applicable Plan or SOW. In connection with any renewal term, DeepStrike reserves the right to change the rates, applicable charges, and usage policies and to introduce new charges for any subsequent term, upon providing Client written notice thereof at least sixty (60) days prior to the end of the then current term for any Professional Services.

4.1 You agree to pay the fees, charges, and other amounts in accordance with the applicable SOW or Plan. DeepStrike will invoice You upon execution of a SOW or engagement of a Plan, unless otherwise agreed by the Parties. Due to the nature of the Services and deliverables, all fees are non-refundable, unless otherwise stated herein. Interest on any invoice which remains unpaid after 14 days is charged at the rate of 5% monthly on the outstanding principal balance.

4.2 You shall be responsible for remitting all taxes levied on any transaction under this Agreement, including, without limitation, all federal, provincial, and local sales taxes, levies and assessments, and local withholding taxes in Your jurisdiction, if any, excluding, however, any taxes based on DeepStrike's income. If You are required to withhold taxes from Your payment or withholding taxes are subsequently required to be paid to a local taxing jurisdiction, You are obligated to pay such tax, and DeepStrike, as applicable, will receive the SOW payment amount as agreed to net of any such taxes. You shall provide to DeepStrike written evidence that such withholding tax payment was made at the time that payment is remitted for DeepStrike's invoice.

4.3 If You purchase the Services through a DeepStrike authorised reseller, then the fees and payment terms shall be as set forth between You and the reseller, and Sections 4.1, 4.4, and 4.3 of these Terms shall not apply.

5.1 Confidential Information. A party who receives the Confidential Information (the "Receiving Party") of the other party (the "Disclosing Party") will not disclose the Disclosing Party's Confidential Information to any third-party without the prior written consent of the Disclosing Party, nor make use of any of the Disclosing Party's Confidential Information except in its performance under this Agreement and any associated Plan or SOW. Each party accepts responsibility for the actions of its agents, employees, or representatives, and shall protect the Disclosing Party's Confidential Information in the same manner as it protects its own Confidential Information, but in no event with less than reasonable care. The parties expressly agree that the terms and pricing contained in this Agreement and any associated SOW are Confidential Information. A Receiving Party shall promptly notify the Disclosing Party upon becoming aware of a breach of threatened breach hereunder and shall cooperate with any reasonable request of the Disclosing Party in enforcing its rights.

5.2 Exclusions. Information will not be deemed Confidential Information if such information:

5.3 Mandatory Disclosure. If the Receiving Party or its agents, employees, or representatives are required by legal process to disclose any Confidential Information, the Receiving Party shall, to the extent permissible by law, provide the Disclosing Party with prompt written notice thereof and cooperate with the Disclosing Party so that they may seek a protective order or other appropriate remedy and/or waive compliance with the affected provisions of this Agreement. In the event that such protective order is not obtained, or that compliance with the provisions regarding confidentiality and non-disclosure contained in this Agreement is waived, the Receiving Party shall disclose only that portion of the Confidential Information which it is legally required to disclose.

6.1 Client Data. To the extent that DeepStrike processes Personal Data about any individual or entity in the course of providing the Service, You agree to DeepStrike's Privacy Policy, located at https://deepstrike.io/legal/privacy. DeepStrike may use Client Data solely as necessary to:

6.2 Client Systems. YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORISATION FROM THE OWNER OR OTHER AUTHORISED REPRESENTATIVE OF CLIENT FOR DeepStrike TO PERFORM THE SERVICES ON CLIENT NETWORKS, WEBSITES, DOMAINS, SYSTEMS, IP ADDRESSES, ASSETS, AND/OR HARDWARE AS INSTRUCTED BY YOU.

7.1 Your Warranty. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR:

7.2 Warranty and Remedy. DeepStrike warrants that the Services will be provided with reasonable skill and care conforming to generally accepted industry standards, and in conformance in all material respects with the requirements set forth in the SOW. Any deficiency in the Services must be reported to DeepStrike in writing within fifteen (15) business days of delivery or performance of the portion of the Services containing the deficiency. For any breach of the above warranty which DeepStrike is notified of in accordance with this section, DeepStrike will, at its option and expense, either:

You shall provide reasonable assistance in remedying any defects. THE REMEDIES SET OUT IN THIS SUBSECTION ARE YOUR SOLE REMEDIES FOR BREACH OF THE ABOVE WARRANTY.

7.3 No Other Warranty. EXCEPT FOR THE WARRANTY ABOVE, DeepStrike MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. DeepStrike MAKES NO WARRANTY THAT ALL SECURITY RISKS, INCIDENTS, OR THREATS WILL BE DETECTED OR REMEDIATED BY USE OF THE SERVICES OR THAT FALSE POSITIVES WILL NOT BE FOUND.

8.1 Exclusion of Certain Damages. NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE.

8.2 Limitation on Amount of Liability. NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE TOTAL AMOUNT PAID OR PAYABLE BY CLIENT TO DeepStrike HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY, EXCEPT THAT THE LIMITATION IN THIS SECTION 8.2 SHALL NOT APPLY TO:

8.3 Injunctive Relief. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, BOTH PARTIES ACKNOWLEDGE THAT ANY BREACH OF THIS AGREEMENT MAY CAUSE THE OTHER PARTY IRREPARABLE AND IMMEDIATE DAMAGE FOR WHICH REMEDIES OTHER THAN INJUNCTIVE RELIEF MAY BE INADEQUATE. THEREFORE, THE PARTIES AGREE THAT, IN ADDITION TO ANY OTHER REMEDY TO WHICH A PARTY MAY BE ENTITLED HEREUNDER, AT LAW OR EQUITY, EACH PARTY SHALL BE ENTITLED TO SEEK AN INJUNCTION TO RESTRAIN SUCH USE IN ADDITION TO OTHER APPROPRIATE REMEDIES AVAILABLE UNDER APPLICABLE LAW.

10.1 Exclusive Jurisdiction. THIS AGREEMENT, AND ANY DISPUTE ARISING FROM OR IN RELATION TO IT, ARE GOVERNED EXCLUSIVELY BY, AND INTERPRETED AND ENFORCED EXCLUSIVELY IN ACCORDANCE WITH, THE LAW OF THE PROVINCE OF MANITOBA AND THE LAWS OF CANADA APPLICABLE IN THAT PROVINCE, EXCLUDING CHOICE OF LAW, CONFLICT OF LAW, OR ANY OTHER PRINCIPLE OR RULE WHICH WOULD RESULT IN THE APPLICABILITY OF THE LAWS OR REGULATIONS OF ANY OTHER JURISDICTION.

10.2 Entire Agreement. This Agreement, along with the Privacy Policy and any associated Plan or SOW, constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral.

10.3 Modification. This Agreement, along with the Privacy Policy and any associated Plan or SOW, may be modified by DeepStrike at any time and from time to time without prior notice to You. You agree that it is Your responsibility to monitor changes to our website. You accept any modified terms of this Agreement by entering into a written quotation, statement of work, plan, or similar document with DeepStrike that references this Agreement, or by continuing to use the Services after being notified of a change to this Agreement, in the event that a notification is given.

10.4 Severability. If any provision contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable at law, in whole or in part, it will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed to be severed from this Agreement and the remaining provisions shall nevertheless continue to be in full force and effect.

10.5 Assignment. You shall not assign Your rights or obligations hereunder without DeepStrike's advance written consent.

10.6 Enurement. Subject to the foregoing subsection 10.5, this Agreement shall be binding upon and shall enure to the benefit of the Parties hereto and their successors and permitted assignees.

10.7 Waiver. No waiver of any right or remedy hereunder with respect to any occurrence or event on one occasion shall be deemed a waiver of such right or remedy with respect to such occurrence or event on any other occasion.

10.8 No Rights Conferred. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement, including but not limited to any of Client's own clients, agents, representatives, employees, or contractors.

10.9 Conflicting Terms. Where terms in an associated Plan or SOW conflict with terms in this Agreement, the terms in that Plan or SOW have precedence over this Agreement, but have applicability only to that particular Plan or SOW.

10.10 Relationship of the Parties. DeepStrike and Client are independent entities, and nothing in this Agreement shall be construed as making them partners or creating the relationships of principal and agent between them, for any purpose whatsoever. Neither party shall make any contracts, warranties, or representations or assume or create any obligations, express or implied, in the other party's name or on its behalf.

10.11 Force Majeure. Other than payment obligations hereunder, neither party will be liable for any inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (including, but not limited to, natural disaster, act of war or terrorism, riot, global health crisis, acts of God, or government intervention), except for mere economic hardship, so long as the party continues to use commercially reasonable efforts to resume performance.

10.12 No Reliance. You represent that You have not relied on the availability of any future feature or version of the Services or any future product or service in agreeing to this Agreement or purchasing any Services hereunder.

10.13 Notices. Unless specified otherwise herein:

10.14 Publicity. You hereby grant to DeepStrike a non-transferrable (except in connection with an assignment of this Agreement), non-exclusive right to use the trademarks, service marks, trade names, and logo, whether registered or otherwise, in order to provide the Services, and acknowledge that DeepStrike may use the Client's name and logo for the purpose of identifying the Client as a Client of DeepStrike products and/or services. DeepStrike will cease using the Client's name and logo upon written request.

10.15 Compliance with Law. Each party agrees to comply with all applicable federal, provincial, and local laws and regulations including but not limited to export law, and those governing the use of network scanners, vulnerability assessment software products, encryption devices, user monitoring, and related software in all jurisdictions in which systems are scanned, scanning is controlled, or users are monitored.

10.16 Headings. The headings to the sections of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement.