Terms of Service

Revision Date: October 27, 2026

PREAMBLE

Arkias Inc. offers the Zmartests Solution as a Software-as-a-Service (SaaS) platform enabling skills assessment. This Agreement governs the terms and conditions of use of the Solution.

ACCEPTANCE OF TERMS

Use of the Zmartests Solution, including but not limited to the creation of an account, acceptance of a quote, issuance of a purchase order, or the purchase of credits or a subscription, constitutes full and complete acceptance of this Agreement by the Client and creates a binding contractual relationship.

UPDATE OF THE AGREEMENT

Arkias may modify this Agreement from time to time. The current version is available at the following address. Any continued use of the Solution constitutes acceptance of the modifications.

1 – PURPOSE, APPLICABLE DOCUMENTS AND COMMERCIAL TERMS

1.1 – Purpose

This Agreement governs the terms under which Arkias Inc. (“Arkias”) provides the Client with a right of access and use of the Zmartests Solution (the “Solution”), offered as Software-as-a-Service (SaaS), including the Application, its functionalities and associated services.

1.2 – Commercial terms

The commercial terms applicable to the use of the Solution, including in particular pricing, Credit usage conditions, subscription conditions and, where applicable, professional services, are specified in the annexes applicable to this Agreement as well as in any quote, commercial proposal, purchase order or online purchase accepted by the Client.

1.3 – Acceptance of commercial documents

Acceptance by the Client of a quote, commercial proposal, purchase order or online purchase constitutes full and complete acceptance of this Agreement and its annexes, and is binding on the Client contractually, including any person acting in its name or on its behalf.

1.4 – Purchase orders

Purchase orders are for administrative purposes only and do not modify this Agreement. Any incompatible condition shall have no effect unless expressly accepted in writing by Arkias.

2 – DEFINITIONS

The following words and expressions have the meanings set out below, unless expressly indicated otherwise:

2.1 – “Application” means the software platform accessible via the Internet, allowing in particular the configuration, administration and execution of skills assessments, including its fixes, updates, improvements and evolutions, and constituting a component of the Solution;

2.2 – “Solution” means the Zmartests software solution offered by Arkias as Software-as-a-Service (SaaS), including in particular the Application, functionalities, Zmartests Content, know-how, as well as all associated services and components;

2.3 – “Client” means any legal entity or organization that accesses the Solution and is bound by this Agreement, in particular through the creation of an account, acceptance of a quote, a commercial proposal, a purchase order or through the purchase of Credits or a Subscription;

2.4 – “Client Contact” means any person designated by the Client as the main point of contact with Arkias for administrative, contractual or operational management of the relationship;

2.5 – “Authorized User(s)” means any natural person authorized by the Client to access and use the Solution on its behalf, including in particular its employees, representatives or any other person acting under its authority;

2.6 – “Subscription” means the commercial model in which the Client obtains a right of access and use of the Solution (including the Application) for a defined period, generally annual or multi-year, including a volume of Credits and applicable commercial terms, as specified in the Agreement and applicable annexes;

2.7 – “Credits” or “Tests” means the unit of usage allowing the completion of an assessment, Credits being single-use, constituting a usage capacity (and not a monetary value) and being subject to the rules of use, expiration and overage set out in the Agreement and applicable commercial annexes.

3 – LICENSE AND RESPONSIBILITIES

Arkias does not sell the Solution, but grants the Client a limited, non-exclusive, non-assignable, non-transferable and non-sublicensable license allowing it to access and use it for internal purposes by its Authorized Users, under the sole responsibility of the Client, in accordance with this Agreement and the applicable annexes, it being understood that no intellectual property rights in the Solution are transferred to the Client.

The Client remains responsible for the use of the Solution by its Authorized Users, including compliance with this Agreement as well as the confidentiality and security of access, and undertakes to notify Arkias without delay of any unauthorized access.

Arkias provides hosting, maintenance and support services subject to a reasonable means obligation, unless otherwise stipulated in the applicable annexes, the Solution may integrate third-party services or infrastructures for which Arkias cannot be held responsible for failures or interruptions beyond its reasonable control.

4 – RESTRICTIONS

The Client undertakes to use the Solution in accordance with this Agreement and applicable laws. In this regard, it is notably prohibited from distributing, commercializing, sublicensing, renting or transferring the Solution to a third party, in whole or in part, or using it outside the scope of the License, reproducing, modifying, creating derivative works or systematically extracting content from the Solution, removing or altering any intellectual property notice, as well as disclosing test results or demonstrating the Solution to third parties outside the normal scope of its activities, without authorization from Arkias.

It is also prohibited for the Client to use the Solution for illegal, discriminatory or unlawful purposes, to attempt to bypass security mechanisms or gain unauthorized access to systems or data, or to perform any use that may compromise the integrity, security or functioning of the Solution.

5 – INTELLECTUAL PROPERTY RIGHTS

Arkias retains all ownership rights, including intellectual property rights in the Application, Zmartests Content as well as any improvement, correction or update, any modification, adaptation or improvement remaining the exclusive property of Arkias. All rights, title and interest in and to Client Data remain the sole and exclusive property of the Client, subject to the rights and licenses granted to Arkias herein to provide, maintain, secure and improve the Application, as well as the provisions relating to anonymization and the use of aggregated data set out in the “Confidentiality” section of this Agreement.

6 – PRICING AND PAYMENT TERMS

The financial terms applicable to the use of the Solution are specified in the applicable annexes as well as in any quote, commercial proposal, purchase order or online purchase accepted by the Client.

All fees are indicated before taxes. The Client is responsible for the payment of all applicable sales taxes, duties or other governmental charges, excluding taxes on Arkias’ income.

Unless expressly provided otherwise, the Client’s payment obligations are non-cancellable and fees paid are non-refundable, in whole or in part, regardless of the use of the Solution or termination of the Agreement. However, if the Client terminates the Agreement due to a material breach by Arkias that has not been remedied within thirty (30) days following receipt of written notice, Arkias shall refund the prepaid fees attributable to unused Credits and services not provided as of the effective date of termination. No refund shall be granted for Credits already used or services already provided.

Credits constitute a usage capacity allowing access to the Solution, are single-use, have no monetary value and do not give rise to any refund, compensation or indemnity, it being understood that they do not under any circumstances constitute a currency, a right to reimbursement or a financial asset.

7 – LIMITATION OF LIABILITY

The Client remains solely responsible for the use of the results obtained using the Solution as well as for any decision made in the context of its recruitment, selection or human resources management processes.

To the fullest extent permitted by law, neither Party shall be liable to the other for indirect, incidental, special or consequential damages, including any loss of profits, revenues or business opportunities. In particular, Arkias shall not be liable for the results obtained using the Solution or the Client’s inability to achieve its business objectives. However, this exclusion shall not apply to the reasonable and necessary costs of restoring Client Data where its loss results directly from a breach by Arkias of its security obligations.

Subject to mandatory provisions of applicable law, the total aggregate liability of each Party arising out of or relating to this Agreement, including its obligations relating to confidentiality, protection of Personal Information, data security and indemnification, shall be limited to the total amount of fees paid or payable by the Client during the twelve (12) months preceding the event giving rise to the claim. This limitation applies regardless of the nature of the claim, whether contractual, extracontractual or otherwise.

The limitations set out in this Section shall not apply to the Client’s payment obligations, any infringement by the Client of Arkias’ intellectual property rights or any circumstances in which the law prohibits limiting or excluding liability, including in the event of intentional or gross fault.

The service credits provided in Annex “D” constitute the Client’s sole monetary remedy for an isolated failure to meet the service level. However, repeated failures that constitute a material breach by Arkias and remain unremedied within the period specified in the Agreement may give rise to a right of termination and, where applicable, the refund provided for in Sections 6 and 10.

8 – INDEMNIFICATION

The Client agrees to indemnify, defend and hold harmless Arkias from and against any third-party claim, lawsuit or proceeding arising from: (i) use of the Solution by the Client or its Authorized Users that does not comply with this Agreement; (ii) unauthorized access attributable to the Client or its Authorized Users; (iii) Client Data that is inaccurate, unlawful or obtained without the required authorizations; or (iv) a breach by the Client of this Agreement or applicable laws.

Arkias agrees to indemnify, defend and hold harmless the Client from and against any third-party claim, lawsuit or proceeding arising from: (i) a breach attributable to Arkias of applicable laws relating to the protection of Personal Information; (ii) a breach of its security obligations resulting in unauthorized access to, use of or disclosure of Client Data; or (iii) an allegation that the Solution, when used in accordance with this Agreement, infringes a third party’s intellectual property rights.

Arkias’ indemnification obligation shall not apply to claims resulting from the Client’s instructions or decisions, non-compliant use of the Solution, any modification of the Solution made without Arkias’ authorization, Client Data that is inaccurate, unlawful or obtained without the required authorizations, or use of the Solution in conjunction with third-party products, services or software that are neither provided nor expressly authorized by Arkias.

The Party seeking indemnification shall promptly notify the other Party in writing of any claim, grant that Party control of the defense and reasonably cooperate with it. No settlement may impose on the indemnified Party an admission of liability, a payment obligation or an ongoing obligation without its prior written consent, which shall not be unreasonably withheld or delayed.

9 – CONFIDENTIALITY

For the purposes of this Agreement, “Confidential Information” means any non-public information, including but not limited to technical, commercial, financial information, know-how, as well as Client Data, disclosed by one Party to the other Party, in any form whatsoever.

Confidential Information does not include information that: (i) was already lawfully known to the receiving Party; (ii) becomes public without breach of this Agreement; (iii) is lawfully obtained from a third party without obligation of confidentiality; (iv) is independently developed; or (v) must be disclosed by law, subject to notice where permitted.

Aggregated or anonymized data derived from Client Data or test results does not constitute Confidential Information, provided that no Personal Information allows identification of a person or the Client. Arkias may use such data for improvement, analysis, research or statistical purposes.

Arkias stores test results in a secure environment. Upon termination of the Agreement, Arkias may retain and use such results for legitimate internal or statistical purposes, subject to their irreversible anonymization in accordance with applicable laws.

10 – TERM AND TERMINATION

This Agreement enters into force upon acceptance by the Client and remains in effect as long as the Client uses the Solution or holds valid Credits, unless terminated in accordance with this Section, the terms relating to duration, renewal and expiration applicable to subscriptions and Credits being specified in the applicable annexes; Arkias may temporarily suspend access to the Solution where such a measure is reasonably necessary, including for security reasons, non-compliant use or to protect the integrity of the service; each Party may terminate the Agreement in the event of a material breach that is not remedied within thirty (30) days following written notice, and Arkias may also terminate the Agreement or suspend access immediately in the event of unauthorized use or use presenting a risk to the security or integrity of the Solution; upon expiration or termination of the Agreement, no refund shall be granted, unless the Client terminates the Agreement due to a material breach by Arkias that has not been remedied within the period specified in this Section, in which case Arkias shall refund the prepaid fees attributable to unused Credits and services not provided as of the effective date of termination, in accordance with Section 6; any amount due remains payable, the Client shall cease all use of the Solution, each Party shall return or destroy the other Party’s Confidential Information subject to legal obligations, and Arkias may, upon request and within a reasonable time, make test results available in accordance with the functionalities of the Solution; provisions which by their nature must survive termination shall remain in force, including those relating to intellectual property, confidentiality, limitation of liability and indemnification.

11 – LOGOS

Arkias may use the name, logos and other visual elements of the Client only with its prior authorization, for reasonable commercial reference purposes, in particular to identify it as a user of the Solution.

This authorization constitutes a non-exclusive, revocable and non-transferable license. The Client may withdraw it at any time by written notice.

12 – GENERAL PROVISIONS

12.1 – Neither Party may assign this Agreement without the other Party’s prior written consent, which shall not be unreasonably withheld or delayed. However, each Party may assign the Agreement, without prior consent, to an affiliate or in connection with a merger, reorganization or sale of all or a substantial part of its assets or business, provided that the assignee agrees to assume the obligations under the Agreement and that the other Party is notified in writing.

12.2 – Neither Party shall be liable for failure resulting from force majeure.

12.3 – If any provision of the Agreement is held invalid or unenforceable, the remaining provisions shall remain in force.

12.4 – This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreement, written or oral ; any Client condition set out in a purchase order or other document is excluded, unless expressly accepted in writing by Arkias.

12.5 – This Agreement is governed by the laws of the Province of Québec and any dispute shall be submitted to the competent courts of Québec.

12.6 – The Parties are independent contractors and this Agreement does not create any relationship of representation, partnership or employment.

12.7 – In the context of a call for tenders or a public contract, the conditions of the awarded contract shall prevail in case of inconsistency with this Agreement.

ANNEX “A” – PROFESSIONAL SERVICES FOR IMPLEMENTATION AND EVOLUTION OF THE SOLUTION

1 – Purpose of the Annex

This Annex governs the conditions applicable to professional services that may be provided by Arkias to the Client, including for the implementation, configuration, evolution of the Solution, development of custom tests or any other service agreed between the Parties.

2 – Scope and activation of services

Professional services are provided only upon Client request and after acceptance of a quote, a statement of work (SOW) or any equivalent document.

This document specifies in particular the scope of services, deliverables, timelines and applicable fees.

3 – Financial terms

Applicable fees are those indicated in the accepted quote or SOW.

Unless otherwise stipulated, travel expenses may apply and travel time may be billed, subject to the Client’s written approval.

Applicable taxes are additional.

4 – Obligations of the Parties

Arkias undertakes to provide professional services on a best-efforts basis, in accordance with generally recognized industry practices.

The Client undertakes to reasonably cooperate in their execution.

5 – Intellectual property

Unless otherwise stipulated, Arkias retains all intellectual property rights relating to methods, tools and components used or developed in the context of professional services, subject to the rights relating to deliverables specifically developed for the Client, as set out in the applicable quote or SOW.

The Client benefits from a right to use deliverables solely in connection with use of the Solution.

6 – Dependency on Subscription

Professional services are provided in addition to the Subscription and may be suspended or interrupted in the event of termination or expiration thereof.

7 – Contractual hierarchy

In the event of inconsistency between a quote or SOW and this Annex, the quote or SOW shall prevail for the services concerned.

ANNEX “B” – ANNUAL AND MULTI-YEAR SUBSCRIPTION PLANS

1 – Purpose of the Annex

This Annex defines the terms applicable to subscriptions to the Zmartests platform, including subscription plans, Credit rules and renewal conditions.

2 – Determination of subscription fees

The fees applicable to each Subscription Plan, including the monetary value of the annual or multi-year Subscription, are those agreed between the Parties and specified in a quote or commercial proposal accepted by the Client, where applicable. Unless expressly stated otherwise, such document only confirms financial parameters and does not constitute a separate agreement or modification of this Agreement.

3 – Subscription Plans

Arkias offers two (2) types of subscriptions: (i) an annual subscription and (ii) a multi-year subscription.

3.1 – Annual Subscription

The annual subscription grants the Client the right to access and use the Application for a fixed period of twelve (12) months (the “Subscription Period”).

The Subscription Period begins on the date the Credits included in the annual Plan are made available to the Client in the Application (the “Activation Date”). In the case of the renewal of an existing subscription, the Activation Date generally corresponds to the date on which the renewal quote is approved, unless another date is agreed upon between the Parties. In the case of a new subscription requiring a deployment or preparation period prior to implementation, the Activation Date corresponds to the date on which the Credits included in the annual Plan are made available and can be used by the Client.

Each annual Plan includes an initial volume of Credits that may be used during the Subscription Period, as well as the included features and applicable fees as agreed upon between the Parties.

Credits must be used no later than the expiration date of the Subscription Period. As of that date, the balance of unused Credits is established for the purpose of determining, where applicable, the number of Credits that may be carried forward upon renewal.

The subscription does not renew automatically. Prior to the expiration of the Subscription Period, Arkias may provide the Client with a renewal quote specifying, among other things, the volume of Credits, fees and terms applicable to the new Subscription Period. Renewal is conditional upon the Client’s approval of this quote.

Upon renewal, the maximum number of Credits that may be carried forward to the new Subscription Period is equal to twenty percent (20%) of the initial volume of Credits of the previous annual Plan. The number of Credits actually carried forward shall be the lesser of: (i) the balance of unused Credits as of the expiration date of the previous Subscription Period; or (ii) the maximum number of Credits that may be carried forward based on this twenty percent (20%) limit.

Additional Credits purchased during the Subscription Period do not increase the initial volume of Credits used to determine the maximum number of Credits that may be carried forward. The twenty percent (20%) limit therefore remains calculated exclusively on the initial volume of Credits of the annual Plan, regardless of any purchase of Additional Credits made during the Subscription Period.

To benefit from the carryforward of Credits, the renewal quote must be approved by the Client no later than thirty (30) days following the expiration date of the previous Subscription Period. After this period, any unused Credits from the previous Subscription Period shall permanently expire without compensation, and any subsequent subscription shall be considered a new subscription for the purposes of the carryforward of Credits.

Where the renewal quote is approved after the expiration date, but within this thirty (30)-day period, such subsequent approval does not extend the previous Subscription Period and does not grant any right to use Credits during the period between its expiration and the Activation Date of the new Subscription Period.

Carried forward Credits are added to the volume of Credits of the new Subscription Period and must be used during that new Subscription Period.

3.2 – Multi-Year Subscription (Optional)

Arkias may, upon specific agreement with the Client, offer a subscription covering multiple consecutive annual periods. Under a multi-year subscription, the unit price per Credit shall remain fixed for the entire contractual term, and each year shall include an initial volume of Credits determined in accordance with the terms agreed upon between the Parties.

During the term of the multi-year contract, Credits not used at the end of an annual period may be carried forward in full to the following annual period, without extending the total duration of the contract. Credits so carried forward remain available until the expiration date of the multi-year contract.

Upon expiration of the multi-year contract, the full carryforward permitted between annual periods ends. Only unused Credits originating from the initial volume of Credits allocated to the final annual period of the contract are eligible to be carried forward upon renewal.

For the purpose of determining the origin of unused Credits upon expiration of the multi-year contract, Credits carried forward from previous annual periods are deemed to be used before Credits allocated to the current annual period.

The maximum number of Credits that may be carried forward to the new subscription is equal to twenty percent (20%) of the initial volume of Credits provided for the final annual period of the contract. The number of Credits actually carried forward shall be the lesser of: (i) the number of unused Credits originating from the initial volume allocated to the final annual period; or (ii) the maximum number of Credits that may be carried forward based on this twenty percent (20%) limit.

Credits carried forward from previous annual periods, as well as Additional Credits purchased during the term of the multi-year contract, are not eligible to be carried forward to a new subscription and do not increase the maximum number of Credits that may be carried forward.

A multi-year subscription does not renew automatically and renewal is conditional upon the Client’s approval of a new quote. To benefit from the carryforward of Credits, the renewal quote must be approved no later than thirty (30) days following the expiration date of the multi-year contract. After this period, any unused Credits shall permanently expire without compensation, and any subsequent subscription shall be considered a new subscription for the purposes of the carryforward of Credits.

Where the renewal quote is approved after the expiration date of the contract, but within this thirty (30)-day period, such subsequent approval does not extend the previous contract and does not grant any right to use Credits during the period between its expiration and the Activation Date of the new subscription.

Credits eligible for carryforward are added to the volume of Credits of the new subscription and must be used during the new Subscription Period.

4 – Credits (Tests)

4.1 – Nature of Credits

Credits constitute a usage capacity allowing the completion of an assessment in the Solution ; they are single-use, have no monetary value, do not constitute a vested right, a receivable or a deposit, are neither refundable nor exchangeable and cannot be transferred to another client or contract, unless expressly authorized in writing by Arkias.

4.2 – Use of Credits

Each assessment started by the test taker in accordance with the rules of the Application results in the deduction of the corresponding Credit(s), regardless of the result obtained, the outcome of the selection or hiring process, any subsequent decision of the Client or whether the test taker completes the assessment, including in cases of abandonment, interruption, browser closure, inactivity, disconnection or a problem related to their computing environment.

Credits thus deducted are final and non-refundable. However, where it is demonstrated, following a reasonable review of the available information, that a technical malfunction directly attributable to the Application compromised the normal conduct of the assessment, Arkias shall restore the affected Credits to the Client’s account or grant replacement Credits.

5 – Credit overage

In the event that all Credits available under the Plan are used before the expiration date of the Subscription Period, the Client has the following options:

5.1 – Purchase of Additional Credits

The Client may purchase Additional Credits at the preferential rate applicable to its Plan, subject to a minimum purchase corresponding to ten percent (10%) of the initial volume of Credits of the Plan.

Additional Credits so purchased are added to the Client’s available Credit balance and are subject to the same expiration date as the Credits of the Plan in effect at the time of purchase.

The purchase of Additional Credits does not increase the initial volume of Credits of the Plan used to determine the maximum number of Credits that may be carried forward upon renewal.

In the case of an annual subscription, Additional Credits are subject to the carryforward rules set out in Section 3.1.

In the case of a multi-year subscription, Additional Credits may be used during the remaining term of the contract but are not eligible to be carried forward to a new subscription upon expiration of the contract, in accordance with Section 3.2.

5.2 – Early Activation of a New Plan

The Client may, upon agreement with Arkias, terminate the current Subscription Period early and proceed with the activation of a new Plan. The Activation Date of the new Plan determines the beginning of a new Subscription Period. The treatment of unused Credits from the previous Plan shall be determined in accordance with the terms agreed upon between the Parties at the time of such early activation.

6 – No refund

Subscription fees and Credits are non-cancellable, non-refundable in whole or in part and remain payable even in the event of early termination or non-use. No refund, monetary credit or compensation shall be granted for unused or partially used Credits.

However, if the Client terminates the Agreement due to a material breach by Arkias that has not been remedied within thirty (30) days following receipt of written notice, Arkias shall refund the prepaid fees attributable to unused Credits and services not provided as of the effective date of termination, in accordance with Sections 6 and 10 of the Agreement.

7 – Purchase orders (where applicable)

Purchase orders are governed by the “Purchase orders” section of the Agreement. In case of discrepancy, the Agreement shall prevail.

ANNEX “C” – INFORMATION SECURITY AND DATA PROTECTION

This Annex “C” forms an integral part of the Agreement. In case of contradiction, the Agreement shall prevail, unless expressly stated otherwise.

1 – Purpose

This Annex describes the organizational, technical and administrative measures implemented by Arkias to ensure a level of security appropriate to the nature of Client Data and Personal Information processed in connection with the use of the Solution (including the Application).

2 – General approach and best-efforts obligation

Arkias undertakes to implement reasonable security measures aligned with generally recognized SaaS industry practices, proportionate to the sensitivity of Client Data, foreseeable risks, the technological state of the art and applicable legal requirements, it being expressly understood that these obligations are obligations of means and not of result.

Arkias undertakes to comply with the laws and regulations relating to the protection of Personal Information that are applicable to it in connection with the provision of the Solution and associated services.

3 – Business continuity and disaster recovery

Arkias maintains reasonable business continuity and disaster recovery measures aimed at ensuring availability of the Solution and protection of Client Data. A summary may be provided upon request.

4 – Security governance

Arkias maintains internal governance including designation of responsibilities, policies, procedures and staff awareness regarding confidentiality and security obligations.

5- Technical security measures

Without limitation, Arkias implements the following technical measures:

a) access controls, including logical access restricted according to the “need to know” principle and identity and access management for production environments ;

b) data security, including encryption of data in transit using secure protocols as well as encryption or equivalent protection of stored data when required based on their sensitivity ;

c) infrastructure and hosting, including hosting of the Solution (including the Application) in recognized cloud environments offering security and availability guarantees in accordance with standards generally accepted in the industry, the use of cloud infrastructure providers holding recognized security certifications, logical segregation of environments (production, testing, development) where applicable, as well as the communication of detailed information relating to infrastructure location, technical architecture and providers used in applicable technical documentation or in contractual documents specific to the Client ;

d) logging and monitoring, including mechanisms enabling detection of unauthorized access or abnormal behavior as well as continuous monitoring of the platform in order to detect security incidents.

6- Organizational and administrative measures

Arkias applies in particular the following measures: access to Client Data limited to authorized employees and subcontractors, confidentiality commitments imposed on personnel and service providers, procedures governing the management of security incidents as well as reasonable controls during hiring and termination of employment of individuals having access to systems.

7 – Subcontractors and third-party providers

Arkias may use third-party providers or subcontractors, including for hosting, cloud services and technical services necessary for the operation of the Solution. Arkias shall ensure that its providers and subcontractors are bound in writing by appropriate obligations relating to confidentiality, protection of Personal Information and security, that their access to Client Data is limited to what is strictly necessary for the performance of their services and that they provide security guarantees consistent with generally recognized industry practices. Arkias remains responsible to the Client for compliance with the obligations set out in the Agreement in connection with the services entrusted to them.

8 – Security incidents

In the event of a security incident involving Personal Information or Client Data, Arkias shall take the reasonable measures necessary to contain and mitigate the incident and shall notify affected clients without delay through a uniform communication process.

Where the incident affects or is likely to affect the Solution on a widespread basis, Arkias shall send the same communication to all of its clients. Depending on the nature and scope of the incident, this communication may be made, in particular, by email, through a notice in the Solution or by publishing an information page on the Zmartests website. A communication transmitted by any of these means constitutes notice to the Client for the purposes of this Agreement.

Arkias shall reasonably cooperate with affected clients to provide them with the relevant information available.

9 – Audits and verifications

Subject to Arkias’ confidentiality and security obligations, the Client may, upon reasonable request, obtain general information regarding the security practices implemented by Arkias, including high-level documentation or provider attestations, and carry out any verification relating to the confidentiality of Personal Information in accordance with applicable laws.

Such verifications shall be carried out in a manner that does not compromise the security of the Solution, the confidentiality of Arkias’ information or that of its other clients, or unduly disrupt Arkias’ operations. No on-site audit, penetration test or other technical verification may be carried out without Arkias’ prior written authorization and without the Parties having agreed on its scope and terms.

10 – Limitations

It is expressly agreed that no security measure can guarantee absolute security and that Arkias cannot be held responsible for incidents resulting from improper use of the Application by the Client or its authorized users, from systems, networks or equipment under the Client’s control or from third-party software integrated or used in conjunction with the Application.

11 – Relationship with the Privacy Policy

Arkias’ obligations relating to the protection of Personal Information and the processing of Client Data are described in this Annex, as well as in the Agreement, which constitute the only contractual documents binding the Parties in this regard. Arkias also makes available to the public a Privacy Policy, accessible on its website at www.zmartests.com , the purpose of which is to provide general information on its practices regarding the protection of Personal Information. It is expressly agreed that the Privacy Policy does not form part of the Agreement, has no contractual value and may be updated by Arkias from time to time, without such updates modifying the contractual obligations of the Parties. In the event of divergence, inconsistency or conflict between the Privacy Policy and the Agreement or this Annex, the Agreement and this Annex shall prevail between the Parties.

12 – Evolution of security measures

Arkias may evolve its security measures in order to take into account technological advancements, the evolution of threats and legal and regulatory requirements, any evolution aimed at maintaining or improving the overall level of protection of Client Data.

ANNEX “D” – SERVICE LEVEL AGREEMENT (SLA)

This Annex “D” forms an integral part of the Subscription and Solution Use Agreement (the “Agreement”). In the event of a contradiction between this Annex and the Agreement, the Agreement shall prevail, unless expressly provided otherwise.

1 – Overview

This service level agreement (SLA) describes the services, performance standards and support commitments provided by Arkias for its Solution.

2 – Covered services

This SLA covers the services provided by Arkias, including access to the Zmartests software platform as well as support and maintenance services.

3 – Availability guarantee

Arkias guarantees an availability rate of 99.5 % for the Solution (including the Application) for each calendar month, excluding reasonably scheduled maintenance and, to the extent possible, carried out outside normal periods of use of the platform, emergency maintenance necessary for the security or integrity of the systems as well as interruptions resulting from factors beyond Arkias’ reasonable control ; the measurement point for availability time is access to the Zmartests production data center, the Client being entitled to request a report on availability time at most once per month through the support center, the availability rate being calculated, for a given month, as follows:

(Total minutes during a month – Minutes of downtime) / Total minutes during a month × 100

4 – Support services

Arkias provides support services according to the following terms: support hours 7 days per week from 8 a.m. to 10 p.m. (ET), except on statutory holidays, via email (support@zmartests.com) or through the help button accessible on each page of the site ; response times are one (1) hour for candidates, and for test administrators, one (1) hour for critical issues (major outages or interruptions), four (4) hours for medium-priority issues (minor impact or inconvenience) and eight (8) hours for low-priority issues (questions or general requests).

5- Maintenance and updates

Scheduled maintenance (which may be carried out without reasonable prior notice when it does not significantly affect service availability): Zmartests’ development methodology is based on agile principles, allowing the regular introduction of new features and improvements without requiring prolonged maintenance periods. Updates are deployed transparently, ensuring platform availability and minimizing disruptions. As part of this methodology, new versions of the Zmartests platform are released directly to clients without any prior notice. By using the Zmartests platform, clients acknowledge and accept that updates, improvements and modifications may be implemented without any prior notice. This approach allows for continuous innovation while maintaining system stability and performance.

Scheduled maintenance (with prior notice): For major versions that require prolonged maintenance periods, Zmartests will inform clients at least 48 hours before the scheduled maintenance window. These updates may involve significant changes in the architecture, functionality or security features of the platform, requiring a complete interruption of the service. Zmartests undertakes to minimize the impact of these interruptions by scheduling maintenance during off-peak hours where possible.

Emergency maintenance: Emergency maintenance may be carried out without any prior notice if it is necessary for the security or integrity of the system.

6 – Service credits

If Arkias fails to meet the guaranteed availability rate set out in this Annex “D”, the Client may be eligible, upon receipt of a written request submitted within a reasonable time, for service credits.

6.1 – Service credits

Service credits do not constitute either a refund or a retroactive reduction of fees paid, take the form of free credits applied to the Client’s account, are usable exclusively for future access to the Solution (including the Application) and may not be exchanged for money, transferred or combined with other forms of compensation.

Consecutive months of failure to meet the availability rate	Service credits granted
First month	10 % of the credits used during the first month
Second month	20 % of the credits used during the first and second months
Third month	30 % of the credits used during the first, second and third months

Service credits are calculated on the basis of the credits actually used during the period or periods covered by the failure to meet the availability rate.

6.2 – Exclusive remedy

The service credits provided for in this Section constitute the Client’s sole and exclusive remedy for failure to meet the guaranteed availability rate. However, where such failure constitutes a material breach by Arkias that is not remedied within the period specified in Section 10 of the Agreement, the Client retains the right to terminate the Agreement in accordance with that Section. Subject to this exception, no other indemnity, compensation or damages may be claimed for failure to meet the guaranteed availability rate.

6.3 – Request for service credits

To be eligible for service credits, the Client must submit a written request to Arkias through the support center or to the designated support address, within a maximum period of thirty (30) days following the end of the month during which the failure to meet the availability rate occurred. Any request made after the expiry of this period shall be deemed inadmissible, and the Client shall then be deemed to have waived any right to the related service credits.

7 – Client responsibilities

To benefit from the advantages of this SLA, the Client is required to report incidents and issues through the designated support channels, provide the information necessary to reproduce and diagnose the issue and follow the recommended instructions as well as the best practices provided by the Zmartests support team.

8 – Exclusions

This SLA does not apply to downtime caused by factors beyond Arkias’ control (including force majeure events), issues caused by the Client’s actions or omissions (such as misuse or network issues) as well as scheduled maintenance periods or emergency maintenance.

9 – Modifications to the SLA

Arkias Inc. may evolve this SLA in order to take into account the technological or operational evolution of the Solution (including the Application). Any modification must not substantially reduce the overall level of service offered to the Client.

10 – Agreement

By using the Solution (including the Application), the Client accepts the terms described in this SLA.

ANNEX “E” – TERMS APPLICABLE TO THE TRANSACTIONAL CREDIT PURCHASE MODEL

This Annex “E” forms an integral part of the Subscription and Solution Use Agreement (the “Agreement”). In the event of inconsistency between this Annex and the Agreement, the Agreement shall prevail, except for the commercial terms expressly provided for in this Annex applicable to the transactional model.

1 – Purpose of the Annex

The purpose of this annex is to define the terms applicable to the use of the Solution (including the Application) under a transactional model based on one-time purchases of credits, without subscribing to a subscription plan, under which the Client acquires credits on a one-time basis, access to the Solution being granted as long as valid credits remain available and no fixed subscription period applying.

2 – Payment terms

Credits acquired under the transactional model are purchased directly through the Zmartests platform and are payable in full at the time of purchase, payments being processed by a secure third-party payment service provider used by Zmartests (such as Stripe or any equivalent provider), no payment term being granted by Arkias for online transactional purchases, the applicable fees being indicated before taxes and applicable taxes (including in particular sales taxes, VAT or equivalent taxes) being calculated and billed according to the Client’s location and the tax laws applicable at the time of the transaction.

3 – Validity and expiration of Credits

Credits acquired under the transactional model remain valid as long as the Client’s account is considered active, an account being deemed active when at least one assessment is initiated or used during a continuous period of twelve (12) months following the date of purchase of the credits or the last use of a credit ; failing use during a continuous period of twelve (12) months, the account is considered inactive and unused credits may be deemed expired by Arkias without compensation or refund, Arkias not being required to give any prior notice before such expiration.

4 – Use of Credits

5 – Transfer and conversion of Credits

Credits acquired under the transactional model may not be transferred to another client, to another account or to a third party, may not be exchanged for monetary value nor automatically converted into credits applicable to a subscription plan, any conversion to a subscription plan or any exceptional transfer remaining at the sole discretion of Arkias and potentially being subject to specific commercial conditions.

6 – Scope of the transactional model

The transactional model allows one-time purchases of credits without subscribing to a subscription plan, the credits being offered in the form of predetermined bundles available at the time of purchase on the Zmartests platform, the fees applicable per credit in this context possibly being higher than those of a subscription plan ; this model is generally used for occasional needs or limited volumes, it being understood that when the Client’s needs become higher or recurring, the parties may agree to subscribe to an annual or multi-year subscription plan governed by Annex “B” of this Agreement.

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