Subscription Agreement US

This MirrorWeb Subscription and Services Agreement ("Agreement") is entered into between MirrorWeb Inc., a Delaware corporation ("MirrorWeb") and the customer identified on the order that incorporates this Agreement by reference (the "Order"), and such customer ("Customer"), and is effective as of the effective date of such Order (the "Effective Date"). The individual accepting this Agreement on behalf of Customer represents that they have the authority to bind Customer to this Agreement. MirrorWeb and Customer may also be referred to individually as "Party" or collectively as the "Parties" under this Agreement.

1. DEFINITIONS

"Affiliate" means an entity that controls, is controlled by, or is under common control of a Party, where "control" means ownership or control, directly or indirectly, of more than fifty percent (50%) of the voting interest of such entity.

"Aggregated Usage Data" means usage information reflecting the access or use of the Subscription Services by or on behalf of Customer or a User, including statistical, functional, behavioral, or other information or data based on or derived from such usage, provided such data is anonymized and does not identify Customer.

"Content" means all electronic data and/or digital content collected by MirrorWeb from any website(s) and/or social media account(s) owned or operated by Customer and identified in the Order for archiving and monitoring as part of the Services.

"Customer Data" means any content, data, and information, including Personal Data, submitted by Customer or a User to the Services. Customer Data excludes Aggregated Usage Data and Feedback.

"Documentation" means the official MirrorWeb-provided standard usage documentation and related information applicable to the Services, whether in electronic or equivalent form, as updated by MirrorWeb from time to time.

"Harmful Code" means code, files, scripts, agents, malware, or programs intended to do harm, including but not limited to viruses, worms, time bombs, and Trojan horses.

"Order" means a written or electronic order form, executed by the Parties, identifying the Services and other information relevant to a specific transaction between Customer and MirrorWeb. Each Order will be governed by this Agreement and is incorporated herein by reference.

"Personal Data" means Customer Data relating to an identified or identifiable natural person.

"Professional Services" means the implementation, technical, consulting, training, and related services provided by or through MirrorWeb, as described in the relevant Order or SOW.

"Services" means collectively, as applicable, Subscription Services, Support Services, and Professional Services that Customer has ordered, and MirrorWeb has agreed to provide, as indicated on the applicable Order.

"Software" means the MirrorWeb online software platform that captures and archives online website and social media content, licensed by MirrorWeb as part of the Services.

"Statement of Work" or "SOW" means a document executed by the Parties describing Professional Services purchased by Customer pursuant to an Order.

"Subscription Services" means the MirrorWeb web and social media archiving platform, and all associated Updates, offered on a subscription basis by MirrorWeb via an Order that provides the functionality described in the Documentation.

"Subscription Term" means the entire period during which Customer is entitled to use the Subscription Services, including the initial term and any applicable renewal terms, as set forth on the applicable Order.

"Support Services" means MirrorWeb's customer support for the Subscription Services as set forth in the Service Level Agreement, as may be updated from time to time by MirrorWeb, provided that MirrorWeb shall not make any changes during the Subscription Term that materially reduce the overall Support Services.

"Updates" means all updates and enhancements that MirrorWeb makes generally available, at no additional charge, to its customers of the Subscription Services.

"Usage Metrics" means the solutions, quantities, charges and related metrics used to determine the scope of Customer's access and use of the Services and associated fees, as set out in an Order.

"Users" means the individuals authorized by Customer to use the Subscription Services, including employees, consultants, agents, and other third parties accessing the Subscription Services on Customer's behalf.

2. SUBSCRIPTION SERVICES

2.1 Access to Subscription Services

Subject to Customer's compliance with this Agreement and timely payment of applicable Fees, during the Subscription Term, MirrorWeb will make the Subscription Services available to Customer for Customer's internal business use at the Usage Metrics purchased by Customer, and in accordance with applicable law. Customer agrees that its purchase and use of the Subscription Services are not contingent on any future functionality or features.

2.2 Implementation and Configuration

Following the Effective Date, MirrorWeb will initiate implementation of the Services: (a) Provisioning: MirrorWeb will setup, activate, and test the Services on its systems for Customer. (b) Configuration: Upon completion of Provisioning, MirrorWeb will provide Customer with applicable specifications to enable Customer to setup, configure, and test the Services and User accounts in Customer's environment. Customer has responsibility for the timely and accurate completion of Configuration, including verification of secure end-to-end connection and data flow for all content types to be archived.

2.3 Protection of Customer Data and Compliance

MirrorWeb will maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data and Archived Content. Where Customer's use of the Services includes processing Personal Data subject to applicable data protection laws, it will be governed by the Data Protection Addendum. MirrorWeb expressly disclaims any representations or warranties that Customer's use of the Services will satisfy Customer's statutory or regulatory obligations, or will ensure compliance with Customer's legal requirements. Customer assumes all responsibility for determining whether the Services are sufficient for Customer's compliance purposes. In the event of a Security Breach, the Parties' obligations are set forth in Section 6.3

2.4 Service Availability and Maintenance

MirrorWeb will make commercially reasonable efforts to provide high service availability. MirrorWeb reserves the right to perform scheduled maintenance or implement emergency maintenance to prevent service disruption or address security concerns, with advance notice when possible.

2.5 New Releases and Updates

MirrorWeb may provide automatic releases and updates to the Services, provided that such releases will continue to meet MirrorWeb's obligations under this Agreement without material degradation of contracted functionality.

2.6 Support Services

During the Subscription Term, MirrorWeb will provide standard support services during business hours, including technical support for troubleshooting configuration issues and basic training on use of the Services. Professional Services may be available for additional fees as set forth in separate Order Forms or Statements of Work.

2.7 Beta Services

MirrorWeb may invite Customer and Users to discuss or evaluate certain pre-release or beta services (collectively “Beta Services”). Customer may accept or decline any such evaluation. Beta Services designated by MirrorWeb as Beta Services (e.g., “beta,” “design partner,” “non-production evaluation”, or other similar designation) are solely for Customer’s internal evaluation purposes. If Customer opts into a Beta Service, Customer agrees to participate in usage and other testing and provide Feedback (as defined below) about the Beta Services, as reasonably requested by MirrorWeb. Beta Services may be inoperable, incomplete, or include features not intended for release. Unless otherwise stated in an Order, any Beta Services evaluation period will expire upon the earlier of one (1) year from the evaluation start date or the date that a version of the Beta Services becomes generally available, unless such Beta Services are earlier discontinued by MirrorWeb in its sole discretion. MirrorWeb may discontinue Beta Services at any time and may never make Beta Services generally available. Notwithstanding anything else in this Agreement, Beta Services are provided “as is” and MirrorWeb offers no warranty, indemnity, Support Services, and MirrorWeb will have no liability for, and Customer hereby releases MirrorWeb from any liability or damage arising out of or in connection with any Beta Service.

2.8 Fair Usage Policy

Customer's use of the Subscription Services is subject to MirrorWeb's Fair Usage Policy, which establishes reasonable limits on usage patterns, resource consumption, and service utilization to ensure optimal performance and availability. The Fair Usage Policy may be updated from time to time and will be made available through the Documentation or Customer portal, provided that:

(a) MirrorWeb will provide at least thirty (30) days' advance notice of material changes to the Fair Usage Policy that adversely affect Customer's usage rights;

(b) Notwithstanding usage limits, MirrorWeb shall maintain complete archival copies of all Content as required for legal compliance and regulatory purposes;

(c) If Customer's usage patterns significantly exceed normal usage parameters as defined in the Fair Usage Policy, MirrorWeb may, in its reasonable discretion: (i) provide written notice to Customer and work collaboratively to optimize usage; or (ii) recommend service plan modifications with associated pricing; and

(d) Customer may request clarification of Fair Usage Policy limits or appeal usage determinations by contacting MirrorWeb's support team. MirrorWeb will respond to such requests within five (5) business days.

For usage monitoring and billing implications of exceeding Fair Usage Policy limits, see Section 4.2.

3. CUSTOMER OBLIGATIONS AND ARCHIVED CONTENT

3.1 Administrative Users and Access Control

Customer shall appoint one or more Administrative Users responsible for internal management and administration of the Services, including management of Customer's Users and accounts. Only Users authorized by Customer may access the Services. Customer is responsible for: (a) Users' compliance with this Agreement; (b) maintaining confidentiality of login credentials; (c) all activities under User accounts; (d) ensuring proper user authentication; and (e) promptly notifying MirrorWeb of any unauthorized access.

3.2 Archived Content Capture and Configuration

Customer shall ensure that: (a) MirrorWeb is provided a complete and accurate list of all websites, social media accounts, email domains, and other content types to be archived, including updates; (b) all required content types are properly configured for capture in accordance with MirrorWeb's specifications; (c) Content is properly formatted and delivered to MirrorWeb's archiving platform; (d) any legacy data import is provided in supported industry standard formats; and (e) Customer monitors data flow and notifies MirrorWeb of any delivery failures, server maintenance, or disruptions.

3.3 Compliance and Legal Obligations

Customer acknowledges and agrees that: (a) Customer is solely responsible for determining its legal and regulatory compliance requirements; (b) Customer has obtained all necessary consents and permissions for archiving websites and social media content, including consent to process Personal Data contained therein; (c) Customer shall ensure compliance with all applicable laws in its use of the Services; and (d) MirrorWeb makes no representations regarding compliance with any specific regulatory requirements.

3.4 Restrictions on Use

Customer will not: (a) make Services available to unauthorized third parties; (b) sell, resell, license, or sublicense any Services; (c) use the Services to store unlawful, infringing, or harmful material; (d) store or transmit malicious code; (e) interfere with or disrupt the Services; (f) circumvent usage restrictions; (g) reverse engineer any software; (h) use the Services for benchmarking competitive products; or (i) use the Services for improper or fraudulent purposes.

3.5 Customer Instructions and Administrative Control

Customer authorizes MirrorWeb to accept and act on requests from Administrative Users regarding configuration, user management, and service administration. MirrorWeb may decline to act on instructions until it can verify their validity and the authority of the requesting party.

4. FEES, PAYMENTS, AND USAGE ADJUSTMENTS

4.1 Fees and Payment Terms

Customer will pay MirrorWeb all fees as set forth in the applicable Order ("Fees"). Unless otherwise specified in the Order, fees will be billed annually in advance. Payment is due within seven (7) days of invoice date in U.S. Dollars without deduction or setoff. Late payments accrue interest at 1.5% per month. If Customer fails to pay undisputed amounts within ten (10) business days after notice, MirrorWeb may suspend Services until payment is made in full.

4.2 Usage Monitoring and True-Ups

Customer may increase User subscriptions and content volume during the Term. MirrorWeb will notify Customer when usage exceeds subscription quantities by at least 10%. Overage charges will apply from the date of notification unless Customer reduces usage within 15 days. Usage monitoring is conducted in accordance with the Fair Usage Policy described in Section 2.8

4.3 Minimum Commitments

Subject to usage adjustments above, Customer's minimum billable commitment will be the higher of: (a) initial quantities in the Order Form, or (b) average usage over the last 12 months. Customer may not decrease quantities below contracted minimums during the Term.

4.4 Change Orders and New Services

Customer may request additional services during the Term. New Services materially different from contracted services may require an amendment to the existing Services. New Services will be coterminous with the existing Term unless otherwise specified.

4.5 Price Adjustments

MirrorWeb may increase Fees annually by amounts equal to the greater of 10% or List Price on the Order Form. Prices are also subject to change upon renewal with written notice before the current Term expires.

4.6 Taxes

Customer is responsible for all applicable taxes except MirrorWeb's income taxes. If Customer is required to withhold taxes, Customer will pay MirrorWeb additional amounts to ensure MirrorWeb receives the full contracted amount.

5. PROPRIETARY RIGHTS AND LICENSES

5.1 MirrorWeb Rights

As between MirrorWeb and Customer, all rights, title, and interest in the Services and MirrorWeb's Confidential Information are owned exclusively by MirrorWeb and its licensors. MirrorWeb hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable right and license during the Term to access and use the Software solely for Customer's internal business purposes.

5.2 Customer Data

As between Customer and MirrorWeb, Customer Data and Customer Confidential Information are owned exclusively by Customer or the User, as applicable. Customer grants MirrorWeb a worldwide, limited-term license to utilize Customer Data as necessary for MirrorWeb to provide the Services.

5.3 Aggregated Usage Data

Customer agrees that MirrorWeb may collect, process, use, and derive Aggregated Usage Data for its own analysis, support, and other lawful business purposes. MirrorWeb will only disclose Aggregated Usage Data if such data is aggregated, anonymized, and does not disclose Customer's identity or Customer Confidential Information.

5.4 Feedback

Customer grants MirrorWeb an irrevocable, perpetual, royalty-free license to use any recommendations, suggestions, or feedback regarding the Services without restrictions or attribution.

5.5 Artificial Intelligence and Machine Learning

MirrorWeb may collect, process, and use Aggregated Usage Data to train, develop, or improve artificial intelligence models, machine learning algorithms, or automated systems for the purpose of enhancing the Services, provided that:

(a) MirrorWeb will use only anonymized, aggregated data that does not identify Customer or any individual;

(b) AI models will be trained on patterns and insights derived from the aggregate customer base, not on individual Customer Data in identifiable form;

(c) Improvements from AI/ML development may be applied across all customers to enhance Service functionality, performance, and security;

(d) Customer Data will not be transferred to or processed by public or consumer-facing AI services or used to train third-party general-purpose AI models;

(e) MirrorWeb may use third-party AI service providers to process Aggregated Usage Data, provided such providers are bound by confidentiality obligations at least as protective as those in this Agreement and do not use such data for their own model training;

(f) MirrorWeb will maintain appropriate technical and organizational measures to ensure that anonymized data cannot be re-identified;

(g) MirrorWeb retains all ownership rights in AI models, algorithms, and improvements developed hereunder;

(h) AI-generated outputs are based on statistical models and may not be error-free. Customer should implement appropriate validation procedures as part of Customer’s compliance program;

(i) Customer is responsible for determining how AI features are used within Customer’s compliance and supervision programs. Regulatory interpretation and application requirements vary by firm, jurisdiction, and use case; and

(j) To the extent AI features rely on third-party AI services, MirrorWeb is not responsible for the accuracy or performance characteristics of such third-party models except as expressly warranted in Section 8.2.

MirrorWeb does not indemnify Customer for intellectual property claims arising solely from third-party AI services. Liability for claims arising from AI features is subject to and included within the aggregate liability limitation in Section 10.2. For purposes of this Section 5.5, AI processing of Aggregated Usage Data is subject to the same protections as set forth in Section 5.3.

6. CONFIDENTIALITY

6.1 Definition

"Confidential Information" means all information disclosed by a Party that is designated as confidential or should reasonably be understood to be confidential. Confidential Information of Customer includes Customer Data; Confidential Information of MirrorWeb includes the Services; and Confidential Information of each Party includes the terms of this Agreement and all Orders.

6.2 Protection

Each Party will: (a) use the same degree of care to protect Confidential Information as it uses for its own confidential information (but not less than reasonable care); (b) not use Confidential Information for any purpose outside this Agreement; and (c) limit access to those employees and contractors who need access and have signed appropriate confidentiality agreements.

7. INCIDENT NOTIFICATION

7.1 Security Breach Notification

If either Party becomes aware of any actual or reasonably suspected unauthorized access, acquisition, use, or disclosure of Personal Data, Customer Data, or Confidential Information processed under this Agreement (a "Security Breach"), such Party shall notify the other Party within seventy-two (72) hours of becoming aware of the Security Breach, provided that for customers subject to specific regulatory notification requirements (including but not limited to HIPAA-covered entities), MirrorWeb will comply with shorter notification timeframes as specified in applicable Data Protection Addendums or regulatory requirements.

The notification shall include, to the extent known at the time of notification:

(a) The nature and scope of the Security Breach;

(b) The categories and approximate number of individuals and records concerned;

(c) The likely consequences of the Security Breach; and

(d) Measures taken or proposed to address the Security Breach and mitigate its adverse effects.

Each Party shall cooperate in good faith to investigate and remediate any Security Breach, and MirrorWeb shall provide reasonable assistance to Customer in meeting any notification obligations Customer may have under applicable law. If additional information becomes available after the initial notification, the notifying Party shall promptly provide supplemental notifications. The obligations in this Section 6.3 are in addition to, and do not limit, any notification obligations set forth in the Data Protection Addendum or other applicable terms.

8. WARRANTIES AND DISCLAIMERS

8.1 General Warranties

Each Party represents and warrants that it has validly entered into this Agreement, has the legal authority to do so, and will perform its obligations in a professional manner consistent with industry standards.

8.2 MirrorWeb Limited Warranties

MirrorWeb warrants that: (a) the Services will perform materially in accordance with the Documentation; (b) MirrorWeb will use industry standard security measures; and (c) MirrorWeb will not materially decrease overall Service functionality during the Subscription Term.

8.3 Compliance Disclaimer

IMPORTANT: MirrorWeb expressly disclaims any representations or warranties that Customer's use of the Services will satisfy Customer's statutory or regulatory compliance obligations, or will assist with, guarantee, or ensure compliance with Customer's legal requirements under any applicable law, including but not limited to financial services regulations, healthcare compliance requirements, or data protection laws. Customer assumes all responsibility for determining whether the Services are sufficient for Customer's compliance purposes and regulatory requirements.

8.4 General Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, MIRRORWEB DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MIRRORWEB DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET CUSTOMER'S SPECIFIC REQUIREMENTS, OR THAT SECURITY MEASURES WILL PREVENT ALL UNAUTHORIZED ACCESS TO CUSTOMER DATA.

8.5 Limitation of Warranty Scope

Warranties do not apply to: (a) issues caused by Customer misuse or unauthorized modifications; (b) problems with third-party platforms or internet connectivity beyond MirrorWeb's control; (c) test environments, demos, or evaluation services; or (d) services provided free of charge.

9. INDEMNIFICATION

9.1 MirrorWeb Indemnification

MirrorWeb will defend any claim brought against Customer by a third party alleging that Customer's use of the Services infringes such third party's intellectual property rights, and will pay all damages finally awarded against Customer with respect to such claim.

9.2 Customer Indemnification

Customer will defend any claim brought against MirrorWeb by a third party to the extent such claim relates to Customer Data or Customer's use of the Services in violation of this Agreement, and will pay all damages finally awarded against MirrorWeb with respect to such claim.

9.3 Procedure

The indemnification obligations above are conditioned upon the indemnified Party providing prompt written notice, sole control over the defence, and reasonable assistance.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages

Neither Party will be liable for any loss of profits, revenues, goodwill, business interruption, or any indirect, special, incidental, exemplary, punitive, or consequential damages, even if advised of the possibility of such damages.

10.2 Limitation of Liability

Each Party's aggregate cumulative liability for all damages will not exceed the Subscription Fees paid or payable to MirrorWeb for the Services giving rise to the claim during the twelve (12) month period immediately preceding the claim. This limitation will not apply to Customer's payment obligations, breaches of use restrictions, or either Party's gross negligence, wilful misconduct, or fraud.

11. TERM AND TERMINATION

11.1 Term

This Agreement commences on the Effective Date and continues until terminated. The Subscription Term will commence and expire as set forth in the Order. Unless otherwise specified, Subscription Terms automatically renew for additional one-year periods unless either Party provides written notice of non-renewal at least ninety (90) days before expiration.

11.2 Termination for Cause

Either Party may terminate this Agreement by written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice.

11.3 Termination for Insolvency

Either Party may terminate immediately if the other Party becomes insolvent, files for bankruptcy, or makes an assignment for creditors, and such proceedings are not dismissed within sixty (60) days.

11.4 Return of Archived Content

Upon termination, Customer must elect in writing to either: (a) engage MirrorWeb to export Customer's archived content for the fees specified in the Order or at MirrorWeb's standard rates; (b) engage MirrorWeb to preserve archived content in a static archive with restricted access; or (c) direct permanent deletion of archived content. If Customer fails to make such election within 30 days following termination (the "Abandonment Date"), MirrorWeb may securely delete Customer's archived content after the Abandonment Date without liability.

11.5 Regulatory Compliance Provisions

For customers subject to financial services regulations requiring specific record retention: MirrorWeb will not delete archived content in the event of non-payment until the applicable retention period expires or the relevant regulatory authority provides written consent to deletion. Non-payment remains a material breach, and MirrorWeb may disclose such non-payment to regulatory authorities and provide them access to archived content.

11.6 Effect of Termination

Upon termination: (a) all access rights terminate immediately; (b) outstanding payment obligations become immediately due; (c) each Party will return or destroy Confidential Information; and (d) the provisions that by their nature should survive will continue in effect.

11.7 Survival

The following sections survive termination: Proprietary Rights, Confidentiality, Warranties and Disclaimers, Indemnification, Limitation of Liability, Term and Termination, Force Majeure and General Provisions.

12. GENERAL PROVISIONS

12.1 Governing Law & Jurisdiction

This Agreement will be governed by the laws of the State of New York, without regard to its conflict of laws principles. The Parties agree to the exclusive jurisdiction of the state and federal courts located in New York County, New York

12.2 Assignment

Neither Party may assign this Agreement without the other Party's prior written consent, except either Party may assign to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

12.3 Entire Agreement

This Agreement (together with any SOWs, Orders, Fair Usage Policy, and other linked terms) contains the entire agreement between the Parties and may only be amended by a writing signed by both Parties.

12.4 Modifications

MirrorWeb may modify this Agreement from time to time with notice to Customer. Customer's continued use of the Services after notice constitutes acceptance of the revised terms.

12.5 Miscellaneous

If any provision is unenforceable, it will be revised to accomplish the Parties' objectives, and the remainder will continue in full force. This Agreement is binding upon successors and permitted assigns.

12.6 Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemics, government actions, natural disasters, strikes, failures of third-party infrastructure, or cyberattacks ("Force Majeure Event"). The affected Party shall:

(a) promptly notify the other Party of the Force Majeure Event;

(b) use commercially reasonable efforts to mitigate its effects and resume performance; and (c) provide regular updates on the status and expected resolution timeline.

If a Force Majeure Event continues for more than thirty (30) consecutive days, the non-affected Party may terminate this Agreement upon written notice. If a Force Majeure Event continues for more than ninety (90) consecutive days, either Party may terminate immediately upon written notice. Upon termination under this Section, neither Party shall have any liability except for: (i) payment obligations accrued prior to the Force Majeure Event; and (ii) MirrorWeb's obligation to return Customer Data in accordance with Section 10.4.