DARKNX Website Terms of Use

Introduction

These DARKNX Website Terms of Use (the “Website Terms of Use”) apply to your personal use of the web properties that we provide (such as https://darknx.com, collectively “Websites”).

When we refer to ”DARKNX” throughout this document, or to ”we” or ”us,” we are referring to DARKNX Ltd. along with its Affiliates.

”Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

”Control” means ownership of greater than 50 percent of the voting rights or equity interests of a party.

This Agreement does not apply to the DARKNX Cloud Platform or any other services that DARKNX provides, which are covered under the DARKNX Cloud Platform Terms of Service.

Your access to and use of the Websites is conditioned upon your acceptance of and compliance with these terms.

We reserve the right to update or modify this Agreement at any time without prior notice. We encourage you to review this Agreement whenever you use the Websites. Do not use the Websites if you do not agree to these terms.

If you have any comments or questions about these terms, you may contact us at legal@darknx.com.

Prohibited Uses

You shall not use the Websites to violate any applicable laws, including to:

1. Misuse, steal, misappropriate, reverse engineer, or create derivative works based on any intellectual property made available on the Websites, including HTML or source code, scripts, text, artwork, photographs, images, video, audio, or other designs on the Websites (collectively, ”Content”).
2. Commit fraud, forgery, or theft of funds, credit cards, or personal information.
3. Pose as another person or service for the purposes of phishing.
4. Distribute materials of a threatening or harmful nature, including threats of physical harm or materials that are malicious, harassing, libelous, defamatory, extortionate, or otherwise harmful to DARKNX’s reputation.
5. Distribute offensive or obscene materials.

You shall not use the Websites to violate, or attempt to violate, the security or integrity of our systems or third-party systems, including to:

1. Damage or interfere with the proper functioning of the Websites, servers, or networks connected to the Websites, or take any action that interferes with another person’s use of the Websites.
2. Access non-public areas of the Websites or other systems without authorization.
3. Decrypt, transfer, “frame,” or “mirror” the Websites on another server.
4. Circumvent or attempt to circumvent electronic protection measures regulating access to the Websites.
5. Delete, modify, hack, or attempt to alter the Websites or Content.
6. Distribute unauthorized data, malware, or other malicious code.

Intellectual Property on Our Websites and in Feedback

The Websites and all Content are protected by copyright, trademark, and other United States and international laws and are the property of DARKNX.

We do not grant you any rights, title, or interest in the Websites or their Content. You may not copy, reproduce, publish, transmit, distribute, perform, display, post, modify, create derivative works from, sell, license, or otherwise exploit the Websites or any Content without prior written permission.

You may not access or use the Websites for any competitive or commercial purpose, including building a website competitive to ours.

Any unauthorized copying, alteration, distribution, transmission, performance, display, or other use of the Websites or their Content is prohibited.

We grant you a limited, non-exclusive, non-assignable, and non-transferable license to access and use the Websites and their Content for personal, non-commercial purposes.

If you provide feedback relating to the use, operation, performance, or functionality of the Websites (”Feedback”), you grant DARKNX a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to use such Feedback for any purpose. You are not entitled to compensation for Feedback unless expressly agreed to in writing.

Disclaimer of Warranties

The Websites are provided ”as is” and ”as available.” To the fullest extent permitted by law, DARKNX makes no representations or warranties that product descriptions, prices, or Content on the Websites are accurate, complete, reliable, current, or error-free.

We disclaim all warranties of any kind, whether express or implied, including warranties of non-infringement, title, merchantability, or fitness for a particular purpose.

Your access to and use of the Websites is at your sole risk.

Liability

To the fullest extent permitted by law, DARKNX will not be liable for lost profits, revenues, financial losses, or indirect, special, consequential, exemplary, or punitive damages.

Our total liability for any claims under this Agreement is limited to the amount you paid to DARKNX during the one-month period preceding the claim.

These limitations apply regardless of the legal theory of liability, including contract, warranty, statute, or tort (including negligence).

Indemnification

You agree to defend, indemnify, and hold harmless DARKNX and its officers, members, managers, employees, and agents from any claims, liabilities, damages, losses, or expenses (including legal fees) arising from:

• Your use of the Websites
• Your breach of this Agreement
• Unauthorized use of Content
• Violation of the rights of any other person

Termination

This Agreement remains in effect until terminated by either you or DARKNX.

You may terminate it at any time by discontinuing use of the Websites.

DARKNX may terminate this Agreement at any time without notice and deny access to the Websites if you fail to comply with these terms.

Termination does not affect any legal rights or remedies available to DARKNX.

Third-Party Links

The Websites may contain links to third-party websites for convenience. DARKNX does not control or endorse these websites and is not responsible for their availability, content, advertising, products, or materials.

You should review the terms of use and privacy policies governing those third-party websites.

Miscellaneous

DARKNX may discontinue or modify any aspect of the Websites, remove Content, or restrict usage at its sole discretion without notice.

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-law principles.

You agree that the exclusive jurisdiction and venue for disputes arising under this Agreement will be in courts located in or having jurisdiction over Denver County, Colorado, and you consent to the personal jurisdiction of those courts.

These terms govern the relationship between DARKNX and you and do not create third-party beneficiary rights.

Failure by DARKNX to enforce any provision does not constitute a waiver of its right to enforce that provision.

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions remain in full force and effect.

DARKNX reserves the right to investigate and prosecute violations of this Agreement to the fullest extent of the law and may cooperate with law enforcement authorities in doing so.

DARKNX Website Privacy Notice

Introduction

We are excited that you have decided to join us in aligning the future of computing with the future of climate. Whether you are an existing customer of our products and services or are interested in learning more, we appreciate you trusting DARKNX with your personal information.

With this DARKNX Website Privacy Notice (“Website Privacy Notice”), we intend to provide clear information about how we use the personal information you give us and how we process personal information more generally.

Scope of This Notice

This Website Privacy Notice describes how we collect and process your personal information when you interact with us on our web properties (such as https://darknx.com, collectively “Websites”) or through other online channels, for example:

• Communicating with us through our Websites
• Attending one of our events

This Website Privacy Notice does not apply to the information we collect or process through:

• The DARKNX Infrastructure Platform, including support channels and payment processing, which is covered under the DARKNX Cloud Platform Privacy Notice
• Other products and services that we may offer
• DARKNX’s recruitment and hiring processes, which are covered under our Recruiting Privacy Notice

Terms Used in This Notice

First things first, if there are any capitalized or defined terms in this Website Privacy Notice that are not defined here, those terms will have the same definition used in our Website Terms of Use. If you have a different agreement with us, such as one covering your access to and use of the DARKNX Infrastructure Platform, we will use that agreement’s definitions.

When we refer to “DARKNX” throughout this document, or to “we” or “us,” we are referring to DARKNX Ltd., an Ontario corporation located in Toronto Ontario, along with its Affiliates.

”Affiliates” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

”Control” means ownership of greater than 50 percent of the voting rights or equity interests of a party.

When we use the term “personal information” in this Website Privacy Notice, we are referring to a broad range of information. Data protection laws around the world define this concept in different ways, but generally it refers to information that relates to an identifiable, living individual person.

This definition does not include aggregated or deidentified data maintained in a form that is not reasonably capable of being associated with or linked to you. If we use deidentified data, we will maintain it in deidentified form and will not attempt to reidentify it.

For example:

• The name and email address you provide on a “Contact Us” form on our website is personal information.
• Your company name by itself is not personal information because it does not relate to an individual person.

DARKNX is responsible for making decisions about how the personal information we collect on our Websites is processed. This makes us a data controller for the information covered by this notice.

We update this Website Privacy Notice from time to time and encourage you to review it periodically.

If you have questions about this Website Privacy Notice, or if you want to exercise the privacy rights and choices we offer, please contact us at:

info@darknx.com

What Information We Collect and How We Use It

We may collect information in several ways when you visit one of our Websites.

Information Shared Directly With DARKNX

We collect personal information when you submit web forms on our Websites, such as when you:

• Fill out a Contact Us form
• Request access to DARKNX Cloud
• Sign up for blog updates
• Register for events

We may ask for information such as:

• Email address
• First and last name
• Company name
• Job title
• Other similar business information

We use the information you share with DARKNX to market and promote our products and services and to remind you of events you signed up for.

For example, we may use your email or physical address to send information we believe may be of interest to you, including marketing communications relating to our business.

If we use your personal information for other purposes, we will describe those purposes at the time we collect the data.

You may opt out of receiving promotional content by following the instructions included in each communication we send or by contacting us at privacy@darknx.com.

If you unsubscribe from marketing communications, we may still contact you regarding:

• Administrative matters
• Responses to your requests

We may also contact you by telephone to discuss DARKNX products or services that may interest you.

If you schedule a call with a DARKNX representative, we may record and transcribe the call. You will be notified before the call begins and given an opportunity to opt out of the recording.

Where required by law, we will only send marketing communications with your consent.

You may explore some areas of our Websites without providing personal information.

Information We Generate or Collect Automatically

When you visit and interact with our Websites, we and our service providers may automatically collect limited metadata through normal interactions and technologies such as cookies and web beacons.

This information may include:

• Your IP address
• Pages viewed
• Referring website address
• Device type and browser type
• Date and time of your visit
• Errors encountered during your visit

We use this information to:

• Understand how visitors use our website
• Track website performance
• Maintain website security
• Analyze the effectiveness of marketing campaigns
• Deliver advertising relevant to your interests

For more information, please see the Cookies section below.

Information We Collect From Third Parties

We may collect information about you through co-marketing partnerships.

For example, you may register for a webinar or download a white paper published jointly by DARKNX and a partner. For more details about how we share data with partners, please see the section “How We Share Your Personal Information With Others.”

We may also combine information we collect from you with information received from other sources such as:

• Business information providers
• Publicly available sources
• Social media platforms

This may include:

• Physical mailing addresses
• Job titles
• Email addresses
• Phone numbers
• IP addresses
• Social media profiles

We use this information to:

• Update and improve our records
• Identify potential new customers
• Create more personalized advertising
• Suggest relevant products and services
• Promote events and communications

The collection of your information by third-party providers is governed by their own privacy policies.

Buttons and Content From Other Companies

Our Websites may include features and widgets (such as the share and/or “like” button or interactive mini-programs) that run on our Websites. These features may collect your IP address, which page you are visiting on our sites, and may set a cookie to enable the feature to function properly. These features and widgets are either hosted by a third party or hosted directly on our Websites. This Website Privacy Notice does not apply to these features. Your interactions with these features are governed by the privacy policy and other policies of the companies providing them.

How We Share Your Personal Information With Others

Service Providers

We may share personal information with our service providers to support our Websites. For example, we use service providers for data hosting, marketing, and sales support. We may need to share your information with service providers to provide information you request about our products or services to you. Examples may include removing repetitive information from prospect lists, analyzing data or performing statistical analysis on your use of or interactions with our Websites, providing marketing assistance, and supplementing the information you provide us in order to provide you with better service. These service providers are prohibited from using your personal information except for these purposes, and they are required to maintain the confidentiality of your information. In all cases where we share your information in this way, we explicitly require the third party service providers to acknowledge and adhere to our privacy and data protection policies and standards.

Partners

We may share data with trusted DARKNX partners to contact you based on your request to receive such communications, help us perform statistical analysis, provide sales support, or provide customer support. Partners are prohibited from using your personal information except for these purposes, and they are required to maintain the confidentiality of your data.

We also may partner with trusted third parties to provide you with co-marketing content that we think may be relevant to you. When you engage with these co-marketing partners, we will tell you who we are sharing data with, and provide a link to the co-marketing partner’s privacy policy so you can learn more about how to opt-out of the partner’s communications. These co-marketing partners are required to adhere to our privacy and data protection policies.

Corporate Events

If DARKNX is involved in a reorganization, merger, acquisition, or sale of assets, we’ll continue to ensure the confidentiality of your personal information and give affected users notice before their personal information becomes subject to a different privacy policy.

Legal Reasons

We may share personal information collected through our Websites outside of DARKNX if we have a good-faith belief that access to, or use, preservation, or disclosure of the information is reasonably necessary to:

• Comply with applicable law, regulation, legal process, or enforceable governmental request;
• Enforce applicable agreements, including investigation of potential violations;
• Detect, prevent, or otherwise address fraud, security, or technical issues; or
• Protect against harm to the rights, property or safety of DARKNX, our customers, users, and the public as required or permitted by law.

Where possible, we object to legal requests for personal information that we do not believe were issued properly, and if possible we will notify you about such disclosure.

Sale of Personal Information

We use third party analytics and advertising technologies, such as Google Analytics, Marketo Engage, and Marketo Measure, on our Websites. These technologies use cookies and other trackers to collect data like your contact information, IP address, device type, and interactions with our Websites (such as pages viewed or forms submitted). This data helps us analyze our web traffic, measure the effectiveness of our advertising campaigns, provide you with more relevant marketing content, and advertise our products and services to you on non-DARKNX owned websites.

Under some U.S. state privacy laws, including the CCPA, allowing third parties to collect this information through our website to advertise to you on non-DARKNX websites could be considered a “sale” or “sharing” of personal information.

These are the only ways in which we “sell” or “share” personal information. To opt out of this practice, you can click on the “Do Not Sell or Share My Personal Information” link in the footer of our website. In addition, you can opt out by installing the Google Analytics Opt-Out Browser Add-on. We provide more information on our sale and sharing of personal information on our Do Not Sell page.

If you want to opt out of our sale/sharing for targeted advertising disclosures that are not cookie based, please email us at privacy@darknx.com.

See below for more information about our use of cookies.

Affiliates

We share personal information across our subsidiaries, affiliates and related companies, especially where access to your data is needed to market and sell our products and services. Our affiliates will only use your personal information as described in this Website Privacy Notice.

Consent

We may disclose personal information about an individual to certain other third parties or publicly with their consent or direction.

Your Privacy Rights and Choices

Personal Information Requests

You have rights with respect to your personal information we collect when you interact with our Websites, including the right to access the information we have about you, to correct inaccurate information, to receive a copy of your data, to restrict the use of your data, and to delete your data.

If you want to exercise these rights, please contact us at the email address provided in the introduction of this notice. Please note that to protect personal information, we may verify your identity by a method appropriate to the type of request you are making. Depending on where you reside, you may be entitled to empower an “authorized agent” to submit requests on your behalf. We will require authorized agents to confirm their identity and authority, in accordance with applicable laws. You are entitled to exercise the rights described above free from discrimination.

We will respond to your request to change, correct, or delete your data within a reasonable timeframe and notify you of the action we have taken. In some instances, your rights may be limited, such as where fulfilling your request would impair the rights of others, our ability to provide a service you have requested, or our ability to comply with our legal obligations and enforce our legal rights.

Unsubscribe From Our Communications

You may unsubscribe from our marketing communications by clicking on the “unsubscribe” link located on the bottom of our emails. DARKNX customers cannot opt out of receiving transactional emails related to their account with us, contracts they may have with us, or the DARKNX Infrastructure Platform.

Data Retention

We retain personal information for as long as necessary to provide you the information you requested, maintain a customer relationship with you, comply with our legal obligations, resolve disputes, enforce our agreements, and carry out other legitimate and lawful business purposes. Because these needs can vary for different data types in the context of different services, actual retention periods can vary significantly based on criteria such as your consent, the sensitivity of the data, and our legal obligations.

Cookies and Tracking Technologies

DARKNX uses common information-gathering tools such as cookies, web beacons, pixels and other similar tracking technologies to automatically collect information as you navigate our Websites, or when you interact with emails we send you. A cookie is a small piece of data, which often includes an anonymous unique identifier, that is sent from a website and stored on your computer’s hard drive. Cookies allow DARKNX to identify your device as you navigate our Websites, to remember your preferences, to identify your device for security purposes, and to maintain statistical reports. They also help you navigate and interact with our Websites more efficiently.

The cookies on our website fall into four categories:

• Necessary cookies that are required to use our website, like a login session cookie;
• Functional cookies that make our website easier to use, like a preferences cookie;
• Analytics cookies that track your visit to our website so that we can better understand how you interact with our Website; and
• Advertising or tracking cookies. These cookies may be used for marketing and advertising purposes. They may be set by DARKNX or third party providers to:
  • Help us understand the effectiveness of our marketing efforts by connecting your activity on our Websites to our different marketing channels (a practice known as marketing attribution).
  • Deliver targeted DARKNX ads to you on other websites based on your previous interaction with our Websites.
  • Combine your browsing data with other information you provide us, such as when you fill out a ‘Contact Us’ form, request a whitepaper, sign up for a webinar, or attend one of our events, to create a complete record of your interest in our products and services.
  • Perform advertising related tracking and performance management on our website traffic and user behavior so that we can better identify individuals and market our products and services to them. Examples include cookies from Google Analytics, Marketo Measure, or Marketo Engage.

A web beacon is a small, single-pixel clear image contained within a website or email. When your browser loads the image, the server hosting that image is able to log information about your device and set and read its own cookies. DARKNX may use web beacons on some of our pages, and we sometimes use web beacons in emails that we send you.

Managing Cookie Preferences

You can manage cookie preferences in the consent manager on our website, through tools in your browser, and in the following ways:

• Do Not Track (DNT) is a signal that some browsers can send that requests that a website disable tracking activity.
• Browser extensions provided by third parties can manage and block cookies based on your preferences.
• You may also visit third party opt-out tools such as the Network Advertising Initiative, the Digital Advertising Alliance, and the European Interactive Digital Advertising Alliance. These opt-out tools are not provided by DARKNX and we cannot assist with them.

Note that you cannot opt out of necessary cookies and if you opt out of functional cookies, your ability to use our Websites may be impaired.

Global Privacy Compliance and International Transfers

DARKNX is a global company with customers and operations all over the world. As such, our approach to privacy compliance is global.

Regions Requiring a Legal Basis for Processing Personal Information

If you are from a region that requires a legal basis for processing personal information (such as the EEA or the UK), our legal basis for collecting and using the personal information described above will depend on the personal information concerned and the specific context in which we collect it.

However, we will normally collect personal information from you only where we need that personal information to perform a contract with you, where the processing is in our legitimate interests and not overridden by your data protection interests or fundamental rights and freedoms, or where we have your consent to do so. In some cases, we may also have a legal obligation to collect personal information from you or may otherwise need the personal information to protect your vital interests or those of another person, such as in the case where we request personal information from you to respond to a request from law enforcement.

Typically, when we use personal information to further our legitimate interests, it is for these limited purposes:

• To understand who the visitors to our Websites are and why they may be interested in our products and services;
• To manage our relationships with our customers;
• To respond to inquiries and requests for information, and to conduct sales motions;
• To detect, prevent, or investigate security incidents, fraud and other crimes.

Cross Border Data Transfers and Onward Transfers

DARKNX is based in the United States and we process personal information in the United States. We also use service providers around the world. This means we may transfer, store and process your personal information outside of the jurisdiction where you live. When we do transfer your personal information, we maintain the same standard of data protection regardless of where the information originates and where it is processed.

When we transfer personal information from the EEA, the UK, or from Switzerland, we rely on data transfer mechanisms such as the Standard Contractual Clauses and the International Data Transfer Agreement. You may obtain a copy of these agreements by contacting us.

When we transfer personal information from countries other than the EEA, the UK, or Switzerland, we strive to comply with those countries’ data protection and data transfer laws, such as by cooperating with that country’s data protection authority or providing a written agreement.

Information About Children

We don’t direct our products and services to children. If we discover that someone under 16 has sent us their personal information through our Websites, we will take reasonable steps to remove that information from our records.

U.S. State-specific Privacy Information

If you are a U.S. resident, we process your personal information in accordance with applicable U.S. state data privacy laws, including the California Consumer Privacy Act (CCPA), the Colorado Privacy Act (CPA), the Utah Consumer Privacy Act (UCPA), and the Virginia Consumer Data Protection Act (VCDPA). We don’t discriminate or change our practices based on where you live; all of the visitors to our Websites have the same rights, and that won’t change how we offer you products or services.

You have the right to request that we (i) provide details about the categories of personal information we collect, use, disclose, share, and sell; (ii) provide access to, and a copy of, the personal information we collect about you; (iii) correct any inaccurate personal information we have about you; (iv) restrict the use and disclosure of your sensitive information; (v) delete your personal information; and (vi) opt you out of future “sharing” of personal information for targeted advertising purposes.

We provide this information in this Website Privacy Notice, and our section on Your Privacy Rights and Choices offers steps on exercising these rights.

For California residents, we share your personal information as we describe above, for our business purposes. Please contact us if you would like more specific information.

Resolving Disputes

We aim to resolve any disputes over our data protection practices by working with you to understand your concerns and correct any issues. If something isn’t right or you have any questions, please contact us and we promise to be helpful. If after engaging with us you

still are not satisfied, you may have the right to lodge a complaint with your local data protection or privacy agency or supervisory

authority. For your local data protection authority’s contact information, please see the EDPB’s website. DARKNX is subject to the

investigatory and enforcement powers of the U.S. Federal Trade Commission. In the event that you have a dispute over an agreement

you have with us, please see that agreement regarding how those disputes will be resolved.

Acceptable Use Policy

Use of the Services is subject to this Acceptable Use Policy. Capitalized terms have the meaning stated in the applicable agreement between Customer and DARKNX. Customer agrees not to, and not to allow third parties to use the Services:

• To violate, or encourage the violation of, the legal rights of others (for example, this may include allowing Customer End Users to infringe or misappropriate the intellectual property rights of others in violation of the Digital Millennium Copyright Act);
• To engage in, promote or encourage illegal activity;
• For any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);
• To intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
• To interfere with the use of the Services, or the equipment used to provide the Services, by customers, authorized resellers, or other authorized users; to disable, interfere with or circumvent any aspect of the Services;
• To generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisements or other solicitations ("spam"); or
• To use the Services, or any interfaces provided with the Services, to access any other DARKNX product or service in a manner that violates the terms of service of such other DARKNX product or service.

Do Not Sell or Share My Personal Information

At DARKNX, we are not focused on buying or selling personal information to third parties. However, in limited circumstances, we may "sell" personal information according to the definition in U.S. state privacy laws (like the California Consumer Privacy Act). This page describes these practices and how to opt out of them.

Cookies on our Websites

We use third party analytics and advertising technologies, such as Google Analytics, Marketo Engage, and Marketo Measure, on our Websites. These technologies use cookies and other trackers to collect data like your contact information, IP address, device type, and interactions with our Websites (such as pages viewed or forms submitted). This data helps us analyze our web traffic, measure the effectiveness of our advertising campaigns, provide you with more relevant marketing content, and advertise our products and services to you on non-DARKNX owned websites.

To opt out of this practice, you can click the "Do Not Sell or Share My Personal Information" link in the footer of our website.

In addition, you can opt out of further interaction with Google Analytics by installing the Google Analytics Opt-Out Browser Add-on.

Finally, you can manage cookie preferences in the consent manager on our website, through tools in your browser, and in the following ways:

• Do Not Track (DNT) is a signal that some browsers can send that requests that a website disable tracking activity.
• Browser extensions provided by third parties can manage and block cookies based on your preferences.
• You may also visit third party opt-out tools such as the Network Advertising Initiative, the Digital Advertising Alliance, and the European Interactive Digital Advertising Alliance. These opt-out tools are not provided by DARKNX and we cannot assist with them.

Opting Out of Non-Cookie Methods of "Selling" or "Sharing" Your Data

If you want to opt out of our sale/sharing for targeted advertising disclosures that are not cookie based, please email us at privacy@darknx.com.

Data Processing and Security Terms

These Data Processing and Security Terms, including their appendices (the "Terms") are incorporated into the agreement under which DARKNX has agreed to provide the DARKNX Cloud Platform (as described at Services) and related technical support to Customer (the "Agreement"). These Terms will be effective and replace any previously applicable data processing and security terms from the Terms Effective Date (as defined below).

Definitions

Capitalized terms defined in the Agreement apply to these Terms. In addition, in these Terms:

"Adequate Country" means:

1. For data processed subject to the EU GDPR: the EEA, or a country or territory that is the subject of an adequacy decision by the Commission under Article 45(1) of the EU GDPR;
2. For data processed subject to the UK GDPR: the UK or a country or territory that is the subject of the adequacy regulations under Article 45(1) of the UK GDPR and Section 17A of the Data Protection Act 2018; and/or
3. For data processed subject to the Swiss FDPA: Switzerland, or a country or territory that (i) is included in the list of the states whose legislation ensures an adequate level of protection as published by the Swiss Federal Data Protection and Information Commissioner, or (ii) is the subject of an adequacy decision by the Swiss Federal Council under the Swiss FDPA.

"Alternative Transfer Solution" means a solution, other than SCCs, that enables the lawful transfer of personal data to a third country in accordance with European Data Protection Law.

"Customer Data" has the meaning given in the Agreement or, if no such meaning is given, means data provided by or on behalf of Customer or Customer End Users via the Services under the Account.

"Customer End Users" has the meaning given in the Agreement or, if not such meaning is given, has the meaning given to "End Users" in the Agreement.

"Customer Personal Data" means the personal data contained within the Customer Data, including any special categories of personal data defined under European Data Protection Law.

"Customer SCCs" means the SCCs (EU Controller-to-Processor), the SCCs (EU Processor-to-Processor), the SCCs (EU Processor-to-Controller), and/or the SCCs (UK Controller-to-Processor), as applicable.

"Data Incident" means a breach of DARKNX's security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data on systems managed by or otherwise controlled by DARKNX.

"EEA" means the European Economic Area.

"EMEA" means Europe, the Middle East and Africa.

"EU GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

"European Data Protection Law" means, as applicable: (a) the GDPR; (b) the EU e-Privacy Directive (2002/58/EC); (c) any national data protection laws made under or pursuant to (a) or (b); (d) the UK GDPR; and/or (e) the Swiss FDPA.

"European Law" means, as applicable: (a) EU or EU Member State law (if the EU GDPR applies to the processing of Customer Personal Data); and (b) the law of the UK or a part of the UK (if the UK GDPR applies to the processing of Customer Personal Data).

"GDPR" means, as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.

"Instructions" has the meaning given in Customer's Instructions.

"Non-European Data Protection Law" means data protection or privacy laws in force outside the EEA, the UK and Switzerland, including but not limited to the California Consumer Privacy Act (CCPA), the Colorado Privacy Act (CPA), the Utah Consumer Privacy Act (UCPA), and the Virginia Consumer Data Protection Act (VCDPA).

"Notification Email Address" means the email address(es) designated by Customer in the Admin Console or Order Form to receive certain notifications from DARKNX. Customer is responsible for using the Admin Console to ensure that its Notification Email Address remains current and valid.

"Security Documentation" means all documents and information made available by DARKNX at https://docs.crusoecloud.com/.

"Security Measures" has the meaning given in DARKNX's Security Measures.

"Subprocessor" means a third party authorized as another processor under these Terms to have logical access to and process Customer Data in order to provide parts of the Services and TSS.

"Supervisory Authority" means, as applicable: (a) a "supervisory authority" as defined in the EU GDPR; and/or (b) the "Commissioner" as defined in the UK GDPR and/or the Swiss FDPA.

"Swiss FDPA" means the Federal Data Protection Act of 19 June 1992 (Switzerland).

"Term" means the period from the Terms Effective Date until the end of DARKNX's provision of the Services, including, if applicable, any period during which provision of the Services may be suspended and any post-termination period during which DARKNX may continue providing the Services for transitional purposes.

"Terms Effective Date" means the date on which Customer accepted, or the parties otherwise agreed to, these Terms.

"UK GDPR" means the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, and applicable secondary legislation made under that Act.

The terms "personal data," "data subject," "processing," "controller" and "processor" as used in these Terms have the meanings given in the GDPR irrespective of whether European Data Protection Law or Non-European Data Protection Law applies.

Duration

Regardless of whether the Agreement has terminated or expired, these Terms are in effect when Customer Data is processed by DARKNX.

Scope of Data Protection Law

Application of European Law

The parties acknowledge that European Data Protection Law may apply to the processing of Customer Personal Data if, for example:

1. The processing is carried out in the context of the activities of an establishment of Customer in the territory of the EEA or the UK; and/or
2. The Customer Personal Data is personal data relating to data subjects who are in the EEA or the UK and the processing relates to the offering to them of goods or services in the EEA or the UK, or the monitoring of their behavior in the EEA or the UK.

Application of Non-European Law

The parties acknowledge that Non-European Data Protection Law may also apply to the processing of Customer Personal Data.

Application of Terms

Except to the extent these Terms state otherwise, these Terms will apply irrespective of whether European Data Protection Law or Non-European Data Protection Law applies to the processing of Customer Personal Data.

Processing of Data

Roles and Regulatory Compliance; Authorization

Processor and Controller Responsibilities

If European Data Protection Law applies to the processing of Customer Personal Data:

1. DARKNX is a processor of that Customer Personal Data under European Data Protection Law;
2. Customer is a controller or processor, as applicable, of that Customer Personal Data under European Data Protection Law; and
3. Each party will comply with the obligations applicable to it under European Data Protection Law with respect to the processing of that Customer Personal Data.

Processor Customers

If European Data Protection Law applies to the processing of Customer Personal Data and Customer is a processor:

4. Customer warrants on an ongoing basis that the relevant controller has authorized: (i) the Instructions, (ii) Customer's appointment of DARKNX as another processor, and (iii) DARKNX's engagement of Subprocessors as described in Subprocessors;
5. Customer will immediately forward to the relevant controller any notice provided by DARKNX under Instruction Notifications or Incident Notification; and
6. Customer may make available to the relevant controller any other information made available by DARKNX under Information about Subprocessors.

Responsibilities under Non-European Law

If Non-European Data Protection Law applies to either party's processing of Customer Personal Data, the relevant party will comply with any obligations applicable to it under that law with respect to the processing of that Customer Personal Data.

Scope of Processing

Customer's Instructions

Customer may instruct DARKNX to process Customer Personal Data only in accordance with applicable law: (a) to provide, secure, and monitor the Services and TSS; (b) as further specified via Customer's use of the Services (including the Admin Console and other functionality of the Services) and TSS; (c) as documented in the form of the Agreement (including these Terms); and (d) as further documented in any other written instructions given by Customer and acknowledged by DARKNX as constituting instructions for purposes of these Terms (collectively, the "Instructions").

DARKNX's Compliance with Instructions

DARKNX will comply with the Instructions unless prohibited by European Law.

Instruction Notifications

DARKNX will promptly notify Customer if, in DARKNX's opinion: (a) European Law prohibits DARKNX from complying with an Instruction; (b) an Instruction does not comply with European Data Protection Law; or (c) DARKNX is otherwise unable to comply with an Instruction, in each case unless such notice is prohibited by European Law. This Section does not reduce either party's rights and obligations elsewhere in the Agreement.

Data Deletion

Deletion by Customer during the Term

DARKNX will enable Customer to delete Customer Data during the Term in a manner consistent with the functionality of the Services. DARKNX will comply with a Customer Instruction to delete Customer Data from DARKNX's systems as soon as reasonably practicable, unless European Law requires storage.

Return or Deletion at the end of the Term

If Customer wishes to retain any Customer Data after the end of the Term, it may export such data in accordance with Access; Rectification; Restricted Processing; Portability during the Term. All Customer Data (including existing copies) remaining at the end of the Term will be deleted from DARKNX's systems unless European Law requires storage.

Data Security

DARKNX's Security Measures, Controls and Assistance

DARKNX's Security Measures

DARKNX will implement and maintain technical and organizational measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access as described in Appendix 2 (the "Security Measures"). DARKNX may update the Security Measures from time to time provided that such updates do not result in a material reduction of the security of the Services.

Access and Compliance

DARKNX will: (a) authorize its employees, contractors and Subprocessors to access Customer Personal Data only as strictly necessary to comply with Instructions; (b) take appropriate steps to ensure compliance with the Security Measures by its employees, contractors and Subprocessors to the extent applicable to their scope of performance; and (c) ensure that all persons authorized to process Customer Personal Data are under an obligation of confidentiality.

DARKNX's Security Assistance

DARKNX will (taking into account the nature of the processing of Customer Personal Data and the information available to DARKNX) assist Customer in ensuring compliance with its (or, where Customer is a processor, the relevant controller's) obligations under Articles 32 to 34 of the GDPR, by:

1. Implementing and maintaining the Security Measures;
2. Complying with the terms of Data Incidents;
3. Providing Customer with the Security Documentation and the information contained in the Agreement (including these Terms); and
4. If subsections (a)-(c) above are insufficient for Customer (or the relevant controller) to comply with such obligations, upon Customer's request, providing Customer with additional reasonable cooperation and assistance.

Data Incidents

Incident Notification

After becoming aware of a Data Incident, DARKNX will promptly notify Customer and take reasonable steps to minimize harm and secure Customer Data.

Details of Data Incident

DARKNX's notification of a Data Incident will describe: the nature of the Data Incident including the Customer resources impacted; the measures DARKNX has taken, or plans to take, to address the Data Incident and mitigate its potential risk; the measures, if any, DARKNX recommends that Customer take to address the Data Incident; and details of a contact point where more information can be obtained. If it is not possible to provide all such information at the same time, DARKNX's initial notification will contain the information then available and further information will be provided without undue delay as it becomes available.

Delivery of Notification

Notification(s) of any Data Incident(s) will be delivered to the Notification Email Address.

No Assessment of Customer Data by DARKNX

DARKNX has no obligation to assess Customer Data in order to identify information subject to any specific legal requirements.

No Acknowledgement of Fault by DARKNX

DARKNX's notification of or response to a Data Incident under Data Incidents will not be construed as an acknowledgement by DARKNX of any fault or liability with respect to the Data Incident.

Customer's Security Responsibilities and Assessment

Customer's Security Responsibilities

Without prejudice to DARKNX's obligations under DARKNX's Security Measures, Controls and Assistance and Data Incidents, and elsewhere in the Agreement, Customer is responsible for its use of the Services and its storage of any copies of Customer Data outside DARKNX's or DARKNX's Subprocessors' systems, including:

1. Using the Services to ensure a level of security appropriate to the risk to the Customer Data;
2. Securing the account authentication credentials, systems and devices Customer uses to access the Services; and
3. Backing up its Customer Data as appropriate.

In addition, Customer is responsible for implementing and maintaining privacy protections and security measures for aspects of the Services that it controls (such as taking measures to protect Customer Data within resources provisioned by Customer using the Services, such as a virtual machine or storage).

Customer's Security Assessment

Customer agrees that the Services, Security Measures implemented and maintained by DARKNX, and DARKNX's commitments under Data Security provide a level of security appropriate to the risk to Customer Data (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of Customer Personal Data as well as the risks to individuals).

Impact Assessments and Consultations

DARKNX will (taking into account the nature of the processing and the information available to DARKNX) assist Customer in ensuring compliance with its (or, where Customer is a processor, the relevant controller's) obligations under Articles 35 and 36 of the GDPR, by:

1. Providing the Security Documentation;
2. Providing the information contained in the Agreement (including these Terms); and
3. If subsections (a) and (b) above are insufficient for Customer (or the relevant controller) to comply with such obligations, upon Customer's request, providing Customer with additional reasonable cooperation and assistance.

Access etc.; Data Subject Requests

Access; Rectification; Restricted Processing; Portability

During the Term, DARKNX will enable Customer, in a manner consistent with the functionality of the Services, to access, rectify and restrict processing of Customer Data, including via the deletion functionality provided by DARKNX as described in Deletion by Customer, and to export Customer Data. If Customer becomes aware that any Customer Personal Data is inaccurate or outdated, Customer will be responsible for using such functionality to rectify or delete that data if required by applicable European Data Protection Law.

Data Subject Requests

During the Term, if DARKNX receives a request from a data subject that relates to Customer Personal Data and identifies Customer, DARKNX will: (a) advise the data subject to submit their request to Customer; (b) promptly notify Customer; and (c) not otherwise respond to that data subject's request without authorization from Customer. Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Services.

Data Transfers

Data Storage and Processing Facilities

Subject to DARKNX's data location commitments under the Service Specific Terms and to the remainder of Data Transfers, Customer Data may be processed in any country in which DARKNX or its Subprocessors maintain facilities.

Permitted Transfers

The parties acknowledge that European Data Protection Law does not require an Alternative Transfer Solution in order for Customer Personal Data to be processed in or transferred to an Adequate Country ("Permitted Transfers").

Restricted Transfers

If the processing of Customer Personal Data involves any transfers that are not Permitted Transfers, and European Data Protection Law applies to those transfers ("Restricted Transfers"), then:

1. If DARKNX announces its adoption of an Alternative Transfer Solution for any Restricted Transfers, then DARKNX will ensure that they are made in accordance with that Alternative Transfer Solution; and/or
2. If DARKNX has not adopted an Alternative Transfer Solution for any Restricted Transfers, then:
   1. If DARKNX's address is in an Adequate Country:
      1. The SCCs (EU Processor-to-Processor, DARKNX Exporter) will apply with respect to all Restricted Transfers from DARKNX to Subprocessors; and in addition,
      2. If Customer's billing address is not in an Adequate Country, the SCCs (EU Processor-to-Controller) will apply (regardless of whether Customer is a controller and/or processor) with respect to Restricted Transfers between DARKNX and Customer; or
   2. If DARKNX's address is not in an Adequate Country:
      1. The SCCs (EU Controller-to-Processor) and/or SCCs (EU Processor-to-Processor) will apply (according to whether Customer is a controller and/or processor) with respect to Restricted Transfers between DARKNX and Customer that are subject to the EU GDPR and/or the Swiss FDPA; and
      2. The SCCs (UK Controller-to-Processor) will apply (regardless of whether Customer is a controller and/or processor) with respect to Restricted Transfers between DARKNX and Customer that are subject to the UK GDPR.

Subprocessors

Consent to Subprocessor Engagement

Customer specifically authorizes the engagement as Subprocessors of those entities listed as of the Terms Effective Date at the URL specified in Information about Subprocessors. In addition, Customer generally authorizes the engagement as Subprocessors of any other third parties ("New Subprocessors").

Information about Subprocessors

Information about Subprocessors, including their functions and locations, is available at DARKNX Cloud Subprocessors (as may be updated by DARKNX from time to time in accordance with these Terms).

Requirements for Subprocessor Engagement

When engaging any Subprocessor, DARKNX will ensure that: (a) the Subprocessor only accesses and uses Customer Data to the extent required to perform the obligations subcontracted to it, and does so in accordance with the Agreement (including these Terms); and (b) if the processing of Customer Personal Data is subject to European Data Protection Law, the data protection obligations described in these Terms (as referred to in Article 28(3) of the GDPR, if applicable), are imposed on the Subprocessor.

Audits

Customer acknowledges that the Services are regularly audited against the standards outlined at DARKNX Trust Center (the "Trust Center"), and may obtain summary reports of such audits as detailed therein. Customer chooses to conduct any audit it has the right to request on its own behalf, and on behalf of its controller if applicable, by instructing DARKNX to carry out the audits described in the Trust Center.

Support; Processing Records

Support

DARKNX will provide prompt and reasonable assistance with any Customer queries related to processing of Customer Personal Data under the Agreement and can be contacted at support@crusoecloud.com (and/or via such other means as DARKNX may provide from time to time).

DARKNX's Processing Records

DARKNX will keep appropriate documentation of its processing activities as required by the GDPR. To the extent the GDPR requires DARKNX to collect and maintain records of certain information relating to Customer, Customer will use the Admin Console to supply such information and keep it accurate and up-to-date. DARKNX may make any such information available to the Supervisory Authorities if required by the GDPR.

Controller Requests

During the Term, if DARKNX receives a request or instruction from a third party purporting to be a controller of Customer Personal Data, DARKNX will advise the third party to contact Customer.

Appendix 1: Subject Matter and Details of the Data Processing

Subject Matter

DARKNX's provision of the Services and TSS to Customer.

Duration of the Processing

The Term plus the period from the end of the Term until deletion of all Customer Data by DARKNX in accordance with the Terms.

Nature and Purpose of the Processing

DARKNX will process Customer Personal Data for the purposes of providing the Services and TSS to Customer in accordance with the Terms.

Categories of Data

Data relating to individuals provided to DARKNX via the Services, by (or at the direction of) Customer or by Customer End Users.

Data Subjects

Data subjects include the individuals about whom data is provided to DARKNX via the Services by (or at the direction of) Customer or by Customer End Users.

Appendix 2: Security Measures

As from the Terms Effective Date, DARKNX will implement and maintain the Security Measures described herein.

Data Centers

Infrastructure

DARKNX maintains geographically distributed data centers. DARKNX stores all production data in physically secure data centers.

Redundancy

Infrastructure systems have been designed to minimize single points of failure and the impact of anticipated environmental risks. Reasonable technical measures have been taken, where possible, to provide this redundancy. The Services are designed to allow DARKNX to perform certain types of preventative and corrective maintenance without interruption. When customer interruption is expected as part of a planned maintenance event, DARKNX will provide notice to customers ahead of the event. All environmental equipment and facilities have documented preventative maintenance procedures that detail the process for and frequency of performance in accordance with the manufacturer's or internal specifications. Preventative and corrective maintenance of the data center equipment is scheduled through a standard change process according to documented procedures.

Power

The data center electrical power systems are designed to be redundant and maintainable without impact to continuous operations, 24 hours a day, 7 days a week. In most cases, a primary as well as an alternate power source, each with sufficient capacity to power a data center, is provided for critical infrastructure components in the data center. Backup power is provided by various mechanisms such as uninterruptible power supplies (UPS) batteries, which supply consistently reliable power protection during utility brownouts, blackouts, over voltage, under voltage, and out-of-tolerance frequency conditions. If primary power is interrupted, backup power is designed to provide transitory power to the data center, at full capacity, until the backup generator systems take over. The backup generators are capable of automatically starting up within seconds to provide enough emergency electrical power to run the data center at full capacity typically for a period of days.

Networks and Transmission

Data Transmission

Data centers are typically connected via high-speed private links to provide secure and fast data transfer between data centers. This is designed to prevent data from being read, copied, altered or removed without authorization during electronic transfer or transport or while being recorded onto data storage media. DARKNX transfers data via Internet standard protocols.

External Attack Surface

DARKNX employs multiple layers of network devices and intrusion detection to protect its external attack surface. DARKNX considers potential attack vectors and incorporates appropriate purpose built technologies into external facing systems.

Intrusion Detection

Intrusion detection is intended to provide insight into ongoing attack activities and provide adequate information to respond to incidents. DARKNX's intrusion detection involves controlling the size and make-up of DARKNX's attack surface through preventative measures.

Incident Response

DARKNX monitors a variety of communication channels for security incidents, and DARKNX's security personnel will react promptly to known incidents.

Encryption Technologies

DARKNX makes HTTPS encryption (also referred to as SSL or TLS connection) available. DARKNX servers support ephemeral elliptic curve Diffie-Hellman cryptographic key exchange signed with RSA and ECDSA. These perfect forward secrecy (PFS) methods help protect traffic and minimize the impact of a compromised key, or a cryptographic breakthrough.

Site and Access Controls

DARKNX maintains formal access procedures for allowing physical access to the data centers. Only authorized employees, contractors and visitors are allowed entry to the data centers. CCTV cameras are in operation both inside and outside the data centers. The positioning of the cameras has been designed to cover strategic areas including, among others, the perimeter, doors to the data center building, and shipping/receiving.

Customer's administrators and Customer End Users must authenticate themselves via a central authentication system in order to use the Services.

DARKNX's internal data access processes and policies are designed to prevent unauthorized persons and/or systems from gaining access to DARKNX's systems. DARKNX designs its systems to only allow authorized persons to access data they are authorized to access. DARKNX employs a centralized access management system to control personnel access to production servers, and only provides access to a limited number of authorized personnel. DARKNX's authentication and authorization systems utilize SSH certificates and security keys, and are designed to provide DARKNX with secure and flexible access mechanisms. These mechanisms are designed to grant only approved access rights to site hosts, logs, data and configuration information. DARKNX requires the use of unique user IDs, strong passwords, two factor authentication and carefully monitored access lists to minimize the potential for unauthorized account use. The granting or modification of access rights is based on: the authorized personnel's job responsibilities; job duty requirements necessary to perform authorized tasks; and a need to know basis. The granting or modification of access rights must also be in accordance with DARKNX's internal data access policies and training. Approvals are managed by workflow tools that maintain audit records of all changes. Access to systems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g., login to workstations), password policies that follow at least industry standard practices are implemented. These standards include restrictions on password reuse and sufficient password strength.

Data

DARKNX stores data in a multi-tenant environment on DARKNX-owned servers. Subject to any Instructions to the contrary (e.g., in the form of a data location selection), DARKNX replicates Customer Data between multiple data centers. DARKNX also logically isolates Customer Data. Customer will be given control over specific data sharing policies. Those policies, in accordance with the functionality of the Services, will enable Customer to determine the product sharing settings applicable to Customer End Users for specific purposes.

Personnel

DARKNX personnel are required to conduct themselves in a manner consistent with the company's guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. DARKNX conducts reasonably appropriate background checks to the extent legally permissible and in accordance with applicable local labor law and statutory regulations. Personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, DARKNX's confidentiality and privacy policies.

Subprocessors

Before onboarding Subprocessors, DARKNX ensures Subprocessors provide a level of security and privacy appropriate to their access to data and the scope of the services they are engaged to provide. Once DARKNX has assessed the risks presented by the Subprocessor, the Subprocessor is required to enter into appropriate security, confidentiality and privacy contract terms.

The Digital Millennium Copyright Act

It's DARKNX's policy to respond to clear notices of alleged copyright infringement. Our response to these notices may include removing or disabling access to material claimed to be the subject of infringing activity and/or terminating subscribers. If we take action in response to a notice, we may try to notify the alleged infringer or the operator of the affected site. We may also document notices of alleged infringement on which we act.

This page provides instructions for filing the following types of complaints:

• Infringement Notification
• Counter Notification

Infringement Notification

To file a notice of infringement with us, please send an email to legal@darknx.com with the following information:

• Your full legal name;
• Full legal name of copyright owner;
• Description of copyrighted work; and
• Location of the allegedly infringing material (provide URLs, their corresponding DARKNX Cloud Platform IP addresses, and the timestamp and timezone at which you observed the alleged infringement).

Please note that you will be liable for damages (including costs and attorneys' fees) if you materially misrepresent that a product or activity is infringing your copyrights. Indeed, in a past case, a company that sent an infringement notification seeking removal of online materials that were protected by the fair use doctrine was ordered to pay such costs and attorneys fees. The company agreed to pay over $100,000 (please see Online Policy Group v. Diebold, Inc. for more information). Accordingly, if you are not sure whether material available online infringes your copyright, we suggest that you first contact an attorney.

Counter Notification

The administrator of an affected site or the provider of affected content may make a counter notification pursuant to sections 512(g)(2) and (3) of the Digital Millennium Copyright Act. When we receive a counter notification, we may reinstate the material in question.

To file a counter notification with us, please send an email to legal@darknx.com with the following information:

• Your full legal name;
• The specific URLs or other unique identifying information of material that DARKNX has removed or to which DARKNX has disabled access; and
• An explanation of why you are requesting reinstatement.

Please note that you will be liable for damages (including costs and attorneys' fees) if you materially misrepresent that a product or activity is not infringing the copyrights of others. Accordingly, if you are not sure whether certain material infringes the copyrights of others, we suggest that you first contact an attorney.

Account Termination

For DARKNX Services that have account holders or subscribers, DARKNX will, in appropriate circumstances, terminate repeat infringers. If you believe that an account holder or subscriber is a repeat infringer, please follow the instructions above to contact DARKNX and provide information sufficient for us to verify that the account holder or subscriber is a repeat infringer.

Trademark Guidelines

DARKNX's Trademark Guidelines (the "Guidelines") have been created to help our partners, licensees, and other authorized third parties understand how to use DARKNX's brand features correctly, including DARKNX logos, trademarks, service marks, and any other word, name, phrase, image, or other designation that identifies the source or origin of any of DARKNX's products or services ("Brand Features"). You are permitted to use DARKNX's Brand Features only in accordance with these Guidelines. Any use of the DARKNX Brand Features contrary to the Guidelines is prohibited. DARKNX reserves the right to revise or update the Guidelines at any time in its sole discretion.

The DARKNX Brand Features are valuable DARKNX intellectual property. By using or making reference to any DARKNX Brand Feature, you agree to comply with the Guidelines and the DARKNX User Terms of Service. You also acknowledge that DARKNX is the sole owner of the DARKNX Brand Features, agree not to challenge or interfere with DARKNX's rights in its Brand Features, and agree that all goodwill derived from use of the DARKNX Brand Features inures only to the benefit of DARKNX. We may review use of our Brand Features at any time, and we reserve the right to terminate or modify any permissions granted by DARKNX.

DARKNX Brand Features

For purposes of clarification, the DARKNX Brand Features include both registered and unregistered trademarks and service marks of DARKNX, and other DARKNX slogans and taglines.

You may only use the DARKNX Brand Features in accordance with these Guidelines, including the dos and don'ts outlined below:

• Do not use the DARKNX Brand Features as part of any of your own trademarks, logos, company names, icons, product or feature names, domain names, social media handles, or avatars. For example, do not physically combine or intermingle any DARKNX Brand Features with your own trademarks or logo; they must remain separate.
• Do not modify the DARKNX Brand Features in any way, including by changing any colors or dimensions, obstructing or printing over any part of the asset, or adding your own design elements.
• When you are designing your own website and marketing materials, do not imitate the distinctive look and feel of any of DARKNX's websites, apps, logos, trade dress, slogans, taglines, color scheme, icons, or marketing materials. Also, do not register or use a domain name that incorporates "DARKNX" or any confusingly similar term in the domain name itself.
• Do not use any DARKNX Brand Feature in a damaging or derogatory way, or in connection with any social media or website that violates any law or DARKNX's Terms of Service.
• Trademarks are adjectives; be careful when using any DARKNX trademark in text. Refrain from using any DARKNX trademark as a noun or verb, or in a plural or possessive form. For example, you can use the DARKNX trademark as an adjective followed by the appropriate noun identifying the relevant product or service.
• When you reference DARKNX, your reference must clearly and accurately indicate your relationship to DARKNX.
• Do not use the DARKNX Brand Features in a way that suggests or implies sponsorship or endorsement by DARKNX, or any affiliation with DARKNX, including but not limited to making the DARKNX Brand Features larger or more prominently placed than your own house brand or trademark.

If you have questions about these Guidelines or proper use of the DARKNX Brand Features, please contact legal@darknx.com.

Confidential Information and Assignment Agreement

DARKNX Ltd.

Full Name | Email | Address | Effective Date

As a condition of my becoming employed (or my employment being continued) by DARKNX Ltd., an Ontario corporation, or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, the receipt of Confidential Information (as defined below) while associated with the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I agree to the following:

1. Relationship. This Confidential Information and Invention Assignment Agreement (this "Agreement") will apply to my employment relationship with the Company. If that relationship ends and the Company, within a year thereafter, either reemploys me or engages me as a consultant, I agree that this Agreement will also apply to such later employment or consulting relationship, unless the Company and I otherwise agree in writing. Any such employment or consulting relationship between the parties hereto, whether commenced prior to, upon or after the date of this Agreement, is referred to herein as the "Relationship."

2. Confidential Information.

2.1. Protection of Information. I understand that during the Relationship, the Company intends to provide me with information, including Confidential Information (as defined below), without which I would not be able to perform my duties to the Company. I agree, at all times during the term of the Relationship and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company to the extent necessary to perform my obligations to the Company under the Relationship, and not to disclose to any person, firm, corporation or other entity, without written authorization from the Company in each instance, any Confidential Information that I obtain, access or create during the term of the Relationship, whether or not during working hours, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved. I further agree not to make copies of such Confidential Information except as authorized by the Company.

2.2. Confidential Information. I understand that "Confidential Information" means information and physical material not generally known or available outside the Company and information and physical material entrusted to the Company in confidence by third parties. Confidential Information includes, without limitation: (i) Company Inventions (as defined below); and (ii) technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, laboratory notebooks, processes, formulas, techniques, biological materials, mask works, engineering designs and drawings, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and consultants of the Company (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and consultants), lists of, or information relating to, suppliers and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the Relationship), price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed to me by the Company either directly or indirectly, whether in writing, electronically, orally, or by observation.

2.3. Third Party Information. My agreements in this Section 2 are intended to be for the benefit of the Company and any third party that has entrusted information or physical material to the Company in confidence. I further agree that, during the term of the Relationship and thereafter, I will not improperly use or disclose to the Company any confidential, proprietary or secret information of my former employer(s) or any other person, and I agree not to bring any such information onto the Company's property or place of business.

2.4. Other Rights. This Agreement is intended to supplement, and not to supersede, any rights the Company may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information.

2.5. U.S. Defend Trade Secrets Act. Notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 ("DTSA") provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

3. Ownership of Inventions.

3.1. Inventions Retained and Licensed. I have attached hereto, as Exhibit A, a complete list describing with particularity all Inventions (as defined below) that, as of the Effective Date: (i) I made, and/or (ii) belong solely to me or belong to me jointly with others or in which I have an interest, and that relate in any way to any of the Company's actual or proposed businesses, products, services, or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Inventions at the time of signing this Agreement, and to the extent such Inventions do exist and are not listed on Exhibit A, I hereby forever waive any and all rights or claims of ownership to such Inventions. I understand that my listing of any Inventions on Exhibit A does not constitute an acknowledgement by the Company of the existence or extent of such Inventions, nor of my ownership of such Inventions. I further understand that I must receive the formal approval of the Company before commencing my Relationship with the Company.

3.2. Use or Incorporation of Inventions. If in the course of the Relationship, I use or incorporate into a product, service, process or machine any Invention not covered by Section 3.4 of this Agreement in which I have an interest, I will promptly so inform the Company in writing. Whether or not I give such notice, I hereby irrevocably grant to the Company a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with right to transfer and to sublicense, to practice and exploit such Invention and to make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute such Invention under all applicable intellectual property laws without restriction of any kind.

3.3. Inventions. I understand that "Inventions" means discoveries, developments, concepts, designs, ideas, know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable. I understand this includes, but is not limited to, any new product, machine, article of manufacture, biological material, method, procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design or configuration of any kind, or any improvement thereon. I understand that "Company Inventions" means any and all Inventions that I may solely or jointly author, discover, develop, conceive, or reduce to practice during the period of the Relationship, except as otherwise provided in Section 3.7 below.

3.4. Assignment of Company Inventions. I hereby assign to the Company, or its designee, and I agree that I will promptly make full written disclosure to the Company of and to hold in trust for the sole right and benefit of the Company, all my right, title and interest throughout the world in and to any and all Company Inventions and all patent, copyright, trademark, trade secret and other intellectual property rights therein. I hereby waive and irrevocably quitclaim to the Company or its designee any and all claims, of any nature whatsoever, that I now have or may hereafter have for infringement of any and all Company Inventions. I further acknowledge that all Company Inventions that are made by me (solely or jointly with others) within the scope of and during the period of the Relationship are "works made for hire" (to the greatest extent permitted by applicable law) and are compensated by my salary. Any assignment of Company Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as "moral rights," "artist's rights," "droit moral," or the like (collectively, "Moral Rights"). To the extent that Moral Rights cannot be assigned under applicable law, I hereby waive and agree not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.

3.5. Maintenance of Records. I agree to keep and maintain adequate and current written records of all Company Inventions made or conceived by me (solely or jointly with others) during the term of the Relationship. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, or any other format. The records will be available to and remain the sole property of the Company at all times. I agree not to remove such records from the Company's place of business except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the purpose of furthering the Company's business. I agree to deliver all such records (including any copies thereof) to the Company at the time of termination of the Relationship as provided for in Section 4 and Section 5.

3.6. Patent and Copyright Rights. I agree to assist the Company, or its designee, at its expense, in every proper way to secure the Company's, or its designee's, rights in the Company Inventions and any copyrights, patents, trademarks, mask work rights, Moral Rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which the Company or its designee shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, waive and agree never to assert such rights, and in order to assign and convey to the Company or its designee, and any successors, assigns and nominees the sole and exclusive right, title and interest in and to such Company Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue during and at all times after the end of the Relationship and until the expiration of the last such intellectual property right to expire in any country of the world. I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and in my behalf and stead to execute and file any such instruments and papers and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright, mask work and other registrations related to such Company Inventions. This power of attorney is coupled with an interest and shall not be affected by my subsequent incapacity.

3.7. Exception to Assignments. Subject to the requirements of applicable state law, if any, I understand that the Company Inventions will not include, and the provisions of this Agreement requiring assignment of inventions to the Company do not apply to, any invention which qualifies fully for exclusion under the provisions of applicable state law, if any, attached hereto as Exhibit B. In order to assist in the determination of which inventions qualify for such exclusion, I will advise the Company promptly in writing, during and for a period of twelve (12) months immediately following the termination of the Relationship, of all Inventions solely or jointly conceived or developed or reduced to practice by me during the period of the Relationship.

4. Company Property; Returning Company Documents. I acknowledge and agree that I have no expectation of privacy with respect to the Company's telecommunications, networking or information processing systems (including, without limitation, files, e-mail messages, and voice messages) and that my activity and any files or messages on or using any of those systems may be monitored or reviewed at any time without notice. I further agree that any property situated on the Company's premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. I agree that, at the time of termination of the Relationship, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow charts, equipment, other documents or property, or reproductions of any of the aforementioned items developed by me pursuant to the Relationship or otherwise belonging to the Company, its successors or assigns.

5. Termination Certification. In the event of the termination of the Relationship, I agree to sign and deliver the "Termination Certification" attached hereto as Exhibit C; however, my failure to sign and deliver the Termination Certification shall in no way diminish my continuing obligations under this Agreement.

6. Notice to Third Parties. I agree that during the periods of time during which I am restricted in taking certain actions by the terms of Section 7 of this Agreement (the "Restriction Period"), I shall inform any entity or person with whom I may seek to enter into a business relationship (whether as an owner, employee, independent contractor or otherwise) of my contractual obligations under this Agreement. I also understand and agree that the Company may, with or without prior notice to me and during or after the term of the Relationship, notify third parties of my agreements and obligations under this Agreement. I further agree that, upon written request by the Company, I will respond to the Company in writing regarding the status of my employment or proposed employment with any party during the Restriction Period.

7. Solicitation of Employees, Consultants and Other Parties. As described above, I acknowledge and agree that the Company's Confidential Information includes information relating to the Company's employees, consultants, customers and others, and that I will not use or disclose such Confidential Information except as authorized by the Company. I further agree as follows:

7.1. Employees, Consultants. I agree that during the term of the Relationship, and for a period of twelve (12) months immediately following the termination of the Relationship for any reason, whether with or without cause, I shall not, directly or indirectly, solicit any of the Company's employees or consultants to terminate their relationship with the Company, or attempt to solicit employees or consultants of the Company, either for myself or for any other person or entity.

7.2. Other Parties. I agree that during the term of the Relationship, I will not negatively influence any of the Company's clients, licensors, licensees or customers from purchasing Company products or services or solicit or influence or attempt to influence any client, licensor, licensee, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company.

8. At-Will Relationship. I understand and acknowledge that, except as may be otherwise explicitly provided in a separate written agreement between the Company and me, my Relationship with the Company is and shall continue to be at-will, as defined under applicable law, meaning that either I or the Company may terminate the Relationship at any time for any reason or no reason, without further obligation or liability, other than those provisions of this Agreement that explicitly continue in effect after the termination of the Relationship.

9. Representations and Covenants.

9.1. Facilitation of Agreement. I agree to execute promptly, both during and after the end of the Relationship, any proper oath, and to verify any proper document, required to carry out the terms of this Agreement, upon the Company's written request to do so.

9.2. No Conflicts. I represent that my performance of all the terms of this Agreement does not and will not breach any agreement I have entered into, or will enter into, with any third party, including without limitation any agreement to keep in confidence proprietary information or materials acquired by me in confidence or in trust prior to or during the Relationship. I will not disclose to the Company or use any inventions, confidential or non-public proprietary information or material belonging to any previous client, employer or any other party. I will not induce the Company to use any inventions, confidential or non-public proprietary information, or material belonging to any previous client, employer or any other party. I acknowledge and agree that I have listed on Exhibit A all agreements (e.g., non-competition agreements, non-solicitation of customers agreements, non-solicitation of employees agreements, confidentiality agreements, inventions agreements, etc.), if any, with a current or former client, employer, or any other person or entity, that may restrict my ability to accept employment with the Company or my ability to recruit or engage customers or service providers on behalf of the Company, or otherwise relate to or restrict my ability to perform my duties for the Company or any obligation I may have to the Company. I agree not to enter into any written or oral agreement that conflicts with the provisions of this Agreement.

9.3. Voluntary Execution. I certify and acknowledge that I have carefully read all of the provisions of this Agreement, that I understand and have voluntarily accepted such provisions, and that I will fully and faithfully comply with such provisions.

10. Electronic Delivery. Nothing herein is intended to imply a right to participate in any of the Company's equity incentive plans, however, if I do participate in such plan(s), the Company may, in its sole discretion, decide to deliver any documents related to my participation in the Company's equity incentive plan(s) by electronic means or to request my consent to participate in such plan(s) by electronic means. I hereby consent to receive such documents by electronic delivery and agree, if applicable, to participate in such plan(s) through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

11. Miscellaneous.

11.1. Governing Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Delaware without giving effect to the principles of conflict of laws.

11.2. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to its subject matter and merges all prior discussions between us. No amendment to this Agreement will be effective unless in writing signed by both parties to this Agreement. The Company shall not be deemed hereby to have waived any rights or remedies it may have in law or equity, nor to have given any authorizations or waived any of its rights under this Agreement, unless, and only to the extent, it does so by a specific writing signed by a duly authorized officer of the Company, it being understood that, even if I am an officer of the Company, I will not have authority to give any such authorizations or waivers for the Company under this Agreement without specific approval by the Board of Directors. Any subsequent change or changes in my duties, obligations, rights or compensation will not affect the validity or scope of this Agreement.

11.3. Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives, and my successors and assigns, and will be for the benefit of the Company, its successors, and its assigns.

11.4. Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party's address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Company's books and records.

11.5. Severability. If one or more of the provisions in this Agreement are deemed void or unenforceable to any extent in any context, such provisions shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts, and the validity and force of the remainder of this Agreement shall not be affected. The Company and I have attempted to limit my right to use, maintain and disclose the Company's Confidential Information, and to limit my right to solicit employees and customers only to the extent necessary to protect the Company from unfair competition. Should a court of competent jurisdiction determine that the scope of the covenants contained in Section 7 exceeds the maximum restrictiveness such court deems reasonable and enforceable, the parties intend that the court should reform, modify and enforce the provision to such narrower scope as it determines to be reasonable and enforceable under the circumstances existing at that time.

11.6. Remedies. I acknowledge and agree that violation of this Agreement by me may cause the Company irreparable harm, and therefore I agree that the Company will be entitled to seek extraordinary relief in court, including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security (or, where such a bond or security is required, I agree that a $1,000 bond will be adequate), in addition to and without prejudice to any other rights or remedies that the Company may have for a breach of this Agreement.

11.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile or scanned copy will have the same force and effect as execution of an original, and a facsimile or scanned signature will be deemed an original and valid signature.

EMPLOYEE:

I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.

THE COMPANY: DARKNX Ltd.

The Company has executed this Agreement on the date set forth below, to be effective as of the Effective Date first written above.

_____________________________________

Name:     Title:     Date:

Exhibit A

LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP EXCLUDED UNDER SECTION 3.1 AND CONFLICTING AGREEMENTS DISCLOSED UNDER SECTION 9.2

The following is a list of (i) all Inventions that, as of the Effective Date: (A) I made, and/or (B) belong solely to me or belong to me jointly with others or in which I have an interest, and that relate in any way to any of the Company's actual or proposed businesses, products, services, or research and development, and which are not assigned to the Company and (ii) all agreements, if any, with a current or former client, employer, or any other person or entity, that may restrict my ability to accept employment with the Company or my ability to recruit or engage customers or service providers on behalf of the Company, or otherwise relate to or restrict my ability to perform my duties for the Company or any obligation I may have to the Company:

Prior Inventions

Title | Date | Publication | Brief Description

Conflicting Agreements

Title | Counterparty | Date | Brief Description

Except as indicated above on this Exhibit A, I have no inventions, improvements or original works to disclose pursuant to Section 3.1 of this Agreement and no agreements to disclose pursuant to Section 9.2 of this Agreement.

Exhibit B

Section 2870 of the California Labor Code is as follows:

(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or

(2) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

Chapter 765, Section 1060/2 of the Illinois Compiled Statutes is as follows:

(1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this State and is to that extent void and unenforceable. The employee shall bear the burden of proof in establishing that his invention qualifies under this subsection.

(2) An employer shall not require a provision made void and unenforceable by subsection (1) of this Section as a condition of employment or continuing employment. This Act shall not preempt existing common law applicable to any shop rights of employers with respect to employees who have not signed an employment agreement.

(3) If an employment agreement entered into after January 1, 1984, contains a provision requiring the employee to assign any of the employee's rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer.

Sections 44-130 of the Kansas Labor and Industries Code is as follows:

(a) Any provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer shall not apply to an invention for which no equipment, supplies, facilities or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless:

(1) The invention relates to the business of the employer or to the employer's actual or demonstrably anticipated research or development; or

(2) The invention results from any work performed by the employee for the employer.

(b) Any provision in an employment agreement which purports to apply to an invention which it is prohibited from applying to under subsection (a), is to that extent against the public policy of this state and is to that extent void and unenforceable. No employer shall require a provision made void and unenforceable by this section as a condition of employment or continuing employment.

(c) If an employment agreement contains a provision requiring the employee to assign any of the employee's rights in any invention to the employer, the employer shall provide, at the time the agreement is made, a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless:

(1) The invention relates directly to the business of the employer or to the employer's actual or demonstrably anticipated research or development; or

(2) The invention results from any work performed by the employee for the employer.

(d) Even though the employee meets the burden of proving the conditions specified in this section, the employee shall disclose, at the time of employment or thereafter, all inventions being developed by the employee, for the purpose of determining employer and employee rights in an invention.

Section 181.78, Subdivision 3 of the Minnesota Labor, Industry Code is as follows:

If an employment agreement entered into after August 1, 1977 contains a provision requiring the employee to assign or offer to assign any of the employee's rights in any invention to an employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee's own time, and (1) which does not relate (a) directly to the business of the employer or (b) to the employer's actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by the employee for the employer.

Section 49.44.140 of the Washington Labor Regulations is as follows:

(1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this state and is to that extent void and unenforceable.

(2) An employer shall not require a provision made void and unenforceable by subsection (1) of this section as a condition of employment or continuing employment.

(3) If an employment agreement entered into after September 1, 1979, contains a provision requiring the employee to assign any of the employee's rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer.

Exhibit C

Form of Termination Certification

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to DARKNX Ltd., an Ontario corporation, its subsidiaries, affiliates, successors or assigns (collectively, the "Company").

I further certify that I have complied with all the terms of the Company's Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement, and I acknowledge my continuing obligations under that agreement.

I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees.

I further agree that for twelve (12) months immediately following the termination of my Relationship with the Company, I shall not either directly or indirectly solicit any of the Company's employees or consultants to terminate their relationship with the Company, or attempt to solicit employees or consultants of the Company, either for myself or for any other person or entity.

Further, I agree that I shall not use any Confidential Information of the Company to negatively influence any of the Company's clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company.