(hereinafter « the Agreement ») determines the

to benefit from the rights and privileges arising from their subscription to .... purpose of using and participating to the information and management system.
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USER AGREEMENT 1.

Object This user agreement (hereinafter « the Agreement ») determines the conditions and stipulations applicable to any subcontractor subscribing to the Cognibox™ service offered by Service d’intervention sur mesure Inc. Complying with the stipulations of this agreement is an essential condition for the subcontractor (hereinafter « your company ») to benefit from the rights and privileges arising from their subscription to Cognibox™.

2.

Services available with your subscription Your subscription to the Cognibox™ service for subcontractor gives you access to the following services and privileges:

3.

2.1.

Your company will appear in the list of subcontractors kept up-to-date on the Cognibox™ website.

2.2.

Your company will have access to the Cognibox™ subcontractors’ general preselection questionnaire, which can be completed to allow potential contract suppliers to call upon your services.

2.3.

Your company will also have access to specific questionnaires imposed by some contract suppliers, but only if these contract suppliers authorize SIM to give you access to their questionnaire.

2.4.

Your company will determine which contract supplier will have access to the information you have submitted through Cognibox™, and it is your company who will authorize these contract suppliers to access your information through Cognibox™.

2.5.

Your company will have to submit a list of your employees’ qualifications whose services would be called upon on the Cognibox™ contract suppliers members’ site, and to update according to the regulation in place for the Cognibox™ service.

Price and payment 3.1.

SIM will invoice you for your subscription to the Cognibox™ services to the rates indicated in the current fee schedule effective at the time of your subscription.

3.2.

SIM reserves the right to adjust the price of the subscription at the time of renewal.

3.3.

The subscription is payable by credit card. The payment is made directly on the Cognibox™ website. The subscription takes effect immediately after the payment for a new subscription or the reactivation of a deactivated account.

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3.4.

Part of the subscription cost is based upon the number of employees that your company has registered or will register to Cognibox™. 3.4.1. As soon as the number of employees registered to the Cognibox™ system increases, the rate applicable to your subscription will increase according to the fee schedule. 3.4.2. You must pay immediately any increase of the rate resulting from the increase of the number of people registered. This increase will be calculated according to the number of days left before the expiry of your subscription. 3.4.3. The Cognibox™ system will send to the provided email address a notification indicating an increase of the number of employees from the category you had initially paid for. You have a two (2) days grace period following the reception of this notification to answer to the email and make the necessary modifications by contacting SIM. If no response is given, an invoice presenting the adjustment of the cost will be sent. No cancellation is possible then and the invoice will be payable within thirty (30) days. 3.4.4. Any correction made to the list of employees after the end of the grace period will not void the adjustment invoice.

3.5.

The subscription to Cognibox™ and the adjustment invoices are not refundable. Decreasing the number of employees registered to Cognibox™ during your subscription year does not entitle you to a credit.

3.6.

Prices shown on the Cognibox™ website, in the fee schedule, or any other SIM proposal do not include taxes. Any applicable tax will be added on top of the price.

3.7.

SIM reserves the right to suspend the access right granted to you with your Cognibox™ subscription if you fail to pay the adjustment invoice within the time limit described in paragraph 3.4.3, and this, until the amount due has been fully paid. SIM can also exercise the suspension right when you fail to pay one or many invoices from SIM for any other service offered by SIM. This suspension does not grant an extension of your subscription.

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4.

5.

Duration 4.1.

The subscription period is one (1) year. It starts from the time of reception of your payment for a new subscription or a reactivation of a deactivated subscription.

4.2.

SIM will send you an email for the renewal fees one (1) month before the expiry date of your subscription. The amount due must be paid entirely before the expiry date for your subscription to be renewed and to maintain your right of access without interruption.

4.3.

If SIM agrees to maintain your right of access while awaiting the confirmation of your subscription renewal, this renewal will be retroactive from the date of expiry of your previous subscription.

4.4.

The subscription period for a renewal is also of one (1) year.

Obligation to update 5.1.

The reliability of Cognibox™ depends on the information entered by its members. Data regarding your company or your employees in Cognibox™ is your sole responsibility. You are committing to update your data periodically to ensure it is complete and accurate.

5.2.

By subscribing to Cognibox™ you are committing to update your company’s data and the data regarding your employees registered to Cognibox™ within a thirty (30) days period following any change.

5.3.

You shall designate one user who will be receiving all emails from SIM or the notifications from Cognibox™ for your company, who will ensure to promptly respond. You are committing to update this user’s details, including their email address, within forty-eight (48) hours following any change.

5.4.

The data regarding your company and your employees can be modified or updated by third parties when your personnel participates in trainings given by companies affiliated with Cognibox™ or SIM. Even if the modification results from an update done by a third party, your company remains solely responsible for the data that regards them and which are registered in Cognibox™.

5.5.

Your company is committing to promptly respond to verifications or corrections requests from SIM. If your company fails to respond to two (2) verification or correction requests, SIM reserves the right to suspend the rights granted to you with your subscription within the next seven (7) days. This suspension does not grant an extension of your subscription.

5.6.

SIM is not responsible for the content or the accuracy of the data registered by your company or any other Cognibox™ user, or anyone with a client access

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licence. By subscribing to Cognibox™, you recognize that SIM cannot be held accountable for any claim, loss or damage that your company or a third party could be subject of because of an incomplete, inaccurate or misleading information that could have been registered in Cognibox™, or because of a failure to register some information. 6.

7.

Confidentiality and respect of the rights 6.1.

SIM recognizes the importance of the confidentiality of personal information. By subscribing to Cognibox™, you are recognizing and accepting that some personal information will be registered in Cognibox™, and that you are solely responsible to obtain the authorization to that effect if necessary.

6.2.

You are committing to use the information registered in Cognibox™ with the sole purpose of using and participating to the information and management system organized and managed by Cognibox™. You cannot use the information for any other purposes and you are committing to not distribute the confidential information to which you have access with your subscription.

6.3.

Your company is responsible to control the accesses to Cognibox™ granted to their employees, representatives or agents. Your company is committing to notify every employee, representative, agent or director to whom an access have been granted to Cognibox™ in order to allow to function though the course of your subscription that this access is limited, and that they are not authorized to cede it, lend it nor to entrust it to a third party.

6.4.

Your company is committing to not register in Cognibox™ any information that would be illegal, inaccurate, discriminatory or against public interest.

Ownership and copyrights 7.1.

SIM is the sole owner of Cognibox™, of the websites, software, documents and other information relative to Cognibox™, regardless of the device on which they can be found.

7.2.

Your subscription to Cognibox™ only grants you a limited licence, temporary and non-exclusive, to use the Cognibox™ services and to access the websites, software and other documents necessary for the use of Cognibox™. This licence is also limited by the terms and conditions of your subscription and gives you no rights to access or use any other Cognibox™ services which would not be included with your subscription.

7.3.

Your licence and your subscription does not give you any right of reproduction or to use Cognibox™, the websites, software or documents.

7.4.

Your company is committing to respect the terms and conditions of the subscription and of the licence, to not resell or in any way transfer any rights that

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they have been granted with their subscription, nor to allow other companies or individuals to use, modify, copy or alter them in any other way.

8.

9.

7.5.

SIM reserves the right to immediately terminate any subscription or licence which would be used against the provisions established in the articles 6 and 7 of this agreement, and you are recognizing that you would have no right to be refunded, to make any claim for losses or damages in such circumstances.

7.6.

In addition to the right of termination described under paragraph 7.5, SIM reserves the right to use all means of recourse available to remedy to any infringement to their rights and to obtain compensation for any damage done.

Exemptions and guarantees 8.1.

SIM guarantees that they are using all reasonable means to maintain a constant access to Cognibox™. In case of breakdown, SIM will restore the access to the system in a timely manner, in accordance to generally accepted practices of the industry.

8.2.

SIM performs back-ups of all Cognibox™ data at least once (1) a day and archives data externally at least once (1) a week.

8.3.

SIM cannot guarantee the access to Cognibox™ at all times. The use of the website involves risks that the customer accepts and which are not related to SIM’s or Cognibox™’ performance.

8.4.

SIM does not guarantee that Cognibox™ will operate without errors or that the errors will be detected or corrected.

8.5.

Your company recognizes that the subscription to Cognibox™ does not guarantee that any contract will be awarded by a contract supplier nor does it guarantee the selection of your company as one of their subcontractors. SIM does not guarantee that Cognibox™ will satisfy the needs of your company.

8.6.

SIM does not give any guarantee and has not made any other commitment than what is specified in this Agreement.

Jurisdiction 9.1.

SIM operates Cognibox™ from their Shawinigan office, Quebec, Canada.

9.2.

This Agreement will be governed by, and construed in accordance with, the laws in force in the province of Quebec, and you hereby submit to the exclusive forum, jurisdiction and venue of the courts of Shawinigan for the interpretation and application of this agreement or settle any claims related thereof.

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9.3. 10.

The dispositions regarding confidentiality, the rights of ownership, the exemption and jurisdiction shall survive the termination of this Agreement.

Modification and acceptance 10.1. You are accepting this Agreement by clicking the appropriate checkbox and are confirming that you are authorized to do so. By accepting this Agreement, you are recognizing that you are bound by its terms and conditions. There is no other formality than this electronic acceptance followed by the payment of the subscription fees for this Agreement to become effective, and this constitutes the contract binding you to SIM. 10.2. SIM can modify the terms and conditions of this Agreement by posting on the Cognibox™ website the new conditions and by sending you a notification. 10.2.1. When a modification will be affecting the functioning of Cognibox™, it becomes effective thirty (30) days after the notification was sent to confirm the posting of the new conditions on the website. 10.2.2. When the modification is regarding important contractual conditions or the cost of the subscription, it becomes effective at the time of the subscription renewal.

S.I.M. inc By : Chantal Trépanier, CEO

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