1. DEFINITIONS

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“Base Licence” means the Individual Licence purchased for the applicable fee posted on the Licensor’s website or otherwise set out on the applicable Order Form at the time of purchase, granting one (1) individual the right to access, view, and use the Product in accordance with this Agreement.

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“Team Licence” means an additional licence purchased in addition to the Base Licence, granting one (1) additional individual the right to access, view, and use the Product in accordance with this Agreement. Each Team Licence is valid only when purchased in conjunction with an active Base Licence.

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“Product” means the Strategic Planning Toolkit, including the interactive PDF Strategic Planning Workbook and associated facilitation checklists, together with any updates, supplements, or documentation provided by the Licensor.

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“Authorised User” means an individual who is authorised to use the Product under a valid Base Licence or Team Licence purchased by or on behalf of the Licensee.

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“Commercial Facilitator Licence” means a separate licence agreement, obtained directly from the Licensor, that grants the right to use the Product for paid consulting or facilitation services provided to external clients.

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“Confidential Information” means any non-public, proprietary, or confidential information disclosed by the Licensor in connection with the Product, including without limitation, trade secrets, methodologies, frameworks, and business processes.

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“Fees” means the amounts payable by the Licensee for the licences granted under this Agreement, as set out in Section 11.

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“Intellectual Property Rights” or “IP Rights” means all intellectual property rights, including without limitation, copyrights, trademarks, trade secrets, patents, moral rights, and all other proprietary rights recognised under Canadian law.

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2. LICENCE GRANT AND SCOPE

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2.1 Base Licence Grant

Subject to the terms and conditions of this Agreement and payment of the applicable Fees, the Licensor grants to the Licensee a non-exclusive, non-transferable, non-sublicensable, perpetual licence to use the Product for internal strategic planning purposes.

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2.2 Team Licence Grant

Where the Licensee has purchased one or more Team Licences in addition to the Base Licence, each Team Licence grants one (1) additional individual within the Licensee’s organisation the same rights as set out in Section 2.1, subject to all terms and conditions of this Agreement. Team Licences are valid only when purchased in conjunction with an active Base Licence.

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2.3 Scope of Licence

Each Authorised User, whether under a Base Licence or a Team Licence, is permitted to:

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(a)Access, view, and use the interactive PDF workbook and facilitation checklists for internal strategic planning purposes;

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(b)Complete fillable fields, checkboxes, and text entries within the Product; and

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(c)Print one (1) personal copy of the Product for the Authorised User’s own use.

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3. USE RESTRICTIONS

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3.1 The Licensee and each Authorised User shall not, and shall not permit any third party to:

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(a) Distribute, share, resell, or sublicence the Product outside of the Licensee’s organisation or beyond the number of licences purchased;

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(b) Post the Product on any public website, intranet accessible by unauthorised users, or file-sharing platform;

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(c) Modify, adapt, reverse-engineer, decompile, disassemble, or create derivative works of the Product for commercial distribution;

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(d) Use the Product for paid consulting or facilitation services provided to external clients without first obtaining a separate Commercial Facilitator Licence from the Licensor;

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(e) Copy or reproduce the Product beyond the number of licences purchased;

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(f) Remove, alter, or obscure any proprietary notices, labels, or marks on the Product;

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(g) Use the Product in any manner that infringes the IP Rights of the Licensor or any third party; or

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(h) Assign, transfer, or otherwise convey the licence granted hereunder to any third party without the prior written consent of the Licensor.

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4. INTELLECTUAL PROPERTY RIGHTS

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4.1 All IP Rights in and to the Product, including without limitation all content, design, layout, text, graphics, methodologies, frameworks, and underlying structure, are and shall remain the exclusive property of Phoenix Rising Consulting Group Inc.

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4.2 The Product is protected under the Copyright Act (R.S.C., 1985, c. C-42) and other applicable intellectual property laws of Canada and international treaties. Nothing in this Agreement shall be construed as transferring any IP Rights to the Licensee.

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4.3 The Licensee acknowledges that the licence granted herein does not confer any ownership interest in the Product and that the Licensee acquires only the limited right to use the Product in accordance with the terms of this Agreement.

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5. CONFIDENTIALITY

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5.1 The Licensee acknowledges that the methodologies, frameworks, and proprietary processes contained within the Product constitute Confidential Information of the Licensor.

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5.2 The Licensee agrees to hold all Confidential Information in strict confidence and not to disclose such information to any third party except as expressly permitted under this Agreement or as required by applicable law.

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6. FEES AND PAYMENT

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6.1 The Base Licence is available at the applicable fee posted on the Licensor’s website or otherwise set out on the applicable Order Form at the time of purchase. The Licensor may increase or decrease the applicable fee from time to time, and any revised fee will apply to purchases made after the revised fee is posted or set out.

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6.2 Additional Team Licences may be purchased at the prices posted on the Licensor’s website at the time of purchase. Each Team Licence is valid only when purchased in addition to an active Base Licence.

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6.3 All Fees are payable in Canadian dollars and are non-refundable unless otherwise stated in the Licensor’s refund policy. Applicable taxes are in addition to the stated Fees.

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7. TERM AND TERMINATION

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7.1 This Agreement is effective upon the Licensee’s acceptance (by clicking “I Accept” or checking the “Accept” box) and shall remain in effect on a perpetual basis, subject to the Licensee’s continued compliance with the terms hereof.

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7.2 The Licensor may terminate this Agreement immediately upon written notice if the Licensee breaches any material term or condition of this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice thereof.

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7.3 Upon termination of this Agreement for any reason:

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(a)All licence rights granted hereunder shall immediately cease;

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(b)The Licensee shall immediately cease all use of the Product;

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(c)The Licensee shall destroy all copies of the Product in its possession or control and, upon request, certify such destruction in writing to the Licensor.

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7.4 Sections 4 (Intellectual Property Rights), 5 (Confidentiality), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), and 10 (Governing Law and Dispute Resolution) shall survive any termination or expiration of this Agreement.

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8. DISCLAIMER OF WARRANTIES

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8.1 THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

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8.2 The Licensor does not warrant that the Product will meet the Licensee’s requirements, that the operation or use of the Product will be uninterrupted or error-free, or that any defects in the Product will be corrected.

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8.3 The Licensee acknowledges that the Product is a strategic planning tool and that the results obtained from using the Product will depend on the Licensee’s own efforts, decisions, and circumstances. The Licensor makes no guarantees regarding the outcomes of any strategic planning undertaken using the Product.

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8.4 Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to the Licensee to the extent prohibited by applicable law. In such jurisdictions, the Licensor’s liability shall be limited to the greatest extent permitted by law.

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9. LIMITATION OF LIABILITY

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9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSOR, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PRODUCT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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9.2 In no event shall the aggregate liability of the Licensor under or in connection with this Agreement exceed the total Fees paid by the Licensee to the Licensor for the licence(s) giving rise to the claim.

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9.3 The limitations set forth in this Section 9 shall apply regardless of whether the claim is based on breach of contract, breach of warranty, tort (including negligence), strict liability, or any other legal theory.

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10. GOVERNING LAW AND DISPUTE RESOLUTION

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10.1 This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflicts of law principles.

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10.2 Any dispute, claim, or controversy arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the Province of Alberta, and the parties hereby irrevocably submit to such jurisdiction.

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10.3 The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

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11. GENERAL PROVISIONS

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11.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter.

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11.2 Amendments. The Licensor reserves the right to modify or amend this Agreement at any time. Any such modifications shall be effective upon posting of the revised Agreement. Continued use of the Product after such posting constitutes acceptance of the modified terms.

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11.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

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11.4 Waiver. No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver thereof.

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11.5 Assignment. The Licensee may not assign or transfer this Agreement or any rights hereunder without the prior written consent of the Licensor. The Licensor may assign this Agreement without restriction.

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11.6 Notices. All notices under this Agreement shall be in writing and shall be deemed given when sent to the applicable party at the contact information provided. Notices to the Licensor shall be directed to: info@phoenixrisingconsultinggroup.ca.

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11.7 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay results from circumstances beyond the reasonable control of that party.

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12. CONTACT INFORMATION

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12.1 For questions, concerns, or to obtain additional licences (including Team Licences and Commercial Facilitator Licences), please contact:

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Phoenix Rising Consulting Group Inc.

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Calgary, Alberta, Canada

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Email: info@phoenixrisingconsultinggroup.ca

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Website: https://www.phoenixrisingconsultinggroup.ca/

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BY CLICKING “I ACCEPT” OR CHECKING THE “ACCEPT” BOX BELOW, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.