STARS Vigilant Master Services Agreement Terms and Conditions

1. VIGILANT SERVICES

[1.1] Customer hereby subscribes to those services listed in Schedule(s) attached hereto from time to time (referred to as the “Services”) to be provided by STARS in accordance with the terms and conditions set out in this Agreement. The parties agree that one or more schedules (referred to herein as “Schedule(s)”) may be attached hereto and incorporated into this Agreement or otherwise amended, supplemented, replaced or restated at any time and from time to time, as evidenced by the signature of the parties hereto to such Schedule(s). In the event of a conflict between the terms of this document and the terms of any Schedule(s), the terms in this document shall take priority, to the extent required to resolve the conflict.

[1.2] In providing the Services, STARS shall: (a) be free to perform the Services by its own methods, provided that doing so does not conflict with the provision of the Services or breach the terms of this Agreement; (b) perform the Services with sufficiently skilled and competent workforce and such other resources or equipment required to perform the Services in accordance with due care and diligence and in a good workmanlike manner, consistent with the terms and conditions of this Agreement; (c) STARS will use reasonable efforts to have adequate staffing on hand to provide the Services. (d) provide all materials, tools, equipment and/or resources that may be required to provide the Services except those items, if any, indicated in the Schedule(s) attached hereto from time to time to be provided by Customer; and (e) obtain all licenses and permits required by STARS to perform the Services, unless STARS and Customer otherwise expressly agree in writing.

[1.3] STARS shall operate its Emergency Communications Centre (or “ECC”) 24 hours per day, seven days per week, 365/366 days per year, except as otherwise set out herein.

[1.4] When Customer reaches the ECC’s emergency phone numbers it will be greeted by STARS’ interactive voice response system that will require that Customer categorize the event giving rise to such call as either an “emergency”/“incident” or “general”/“non-emergency”. Failure to properly categorize an event may result in the inability of STARS to provide the Services.

[1.5] STARS will use reasonable efforts to answer all calls classified as “emergency”’/“incident” within 3 rings at least 90% of the time. STARS will use reasonable efforts to answer all calls classified as “general”/“non-emergency” within 60 seconds at least 80% of the time. Customer may be required to wait on the line when calling the ECC. STARS will use reasonable efforts to minimize these occurrences.

[1.6] Where the Services include STARS providing voice connection by telecommunication between Customer and the applicable 911 dispatch service, the ECC shall make reasonable efforts to make such connection.

[1.7] STARS’ ability to provide the Services is dependent on Customer providing STARS with timely and accurate information during calls to the ECC. Customer acknowledges that failure to maintain an accurate information as required in the Schedule(s) attached hereto from time to time, and in the manner required for such information to be maintained (where specified) may result in the inability of STARS to deliver the Services in a timely manner, or at all. Such an occurrence shall not be considered STARS’ fault

[1.8] STARS shall maintain back-up data related to calls and dispatches in connection with the Services. STARS maintains such records for 7 years.

[1.9] If requested by Customer in writing, STARS agrees to provide the Services to affiliates of Customer from time to time. The parties agree that the terms and conditions of this Agreement shall also apply to the provision of Services by STARS to affiliates of Customer. STARS shall have no obligation to provide the Services to any such affiliate until such time as such affiliate has executed and delivered a copy of this Agreement to STARS, or a joinder in form and substance acceptable to STARS. Additional fees/charges will apply for the provision of Services to affiliates.

[1.10] EXCEPT AS OTHERWISE PROVIDED HEREIN, THE SERVICES ARE PROVIDED TO CUSTOMER ON AN “AS-IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS, AND STARS AND ITS SUPPLIERS EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS CONCERNING THE SERVICES, INCLUDING ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF DESIGN, MERCHANTABILITY, QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OR PERFORMANCE AND ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS THAT MIGHT OTHERWISE ARISE DURING THE COURSE OF DEALING, USAGE OR TRADE AND THOSE WHICH MAY BE IMPLIED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, STARS AND ITS SUPPLIERS EXPLICITLY DISCLAIM THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICES WILL BE TROUBLE-FREE. THIS AGREEMENT SETS OUT THE ENTIRE EXTENT OF ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS IN RESPECT OF THE SERVICES.

2. SERVICE FEES

[2.1] Customer shall be responsible for paying to STARS the fees for the Services as further set out in the Schedule(s)attached hereto from time to time, together with any other amount payable pursuant to this Agreement (all such amounts are referred to as “Fees”). Unless provided otherwise in the Schedule(s) attached hereto from time to time, fees are due upon demand by STARS and each invoice issued by STARS under this Agreement is due within30 calendar days from the date of invoice, by cheque, pre-authorized credit card payment or such other means of payment as the parties may mutually agree.

[2.2] Fees do not include any applicable sales, use, excise, GST, HST, value-added or other taxes or duties; Customer is responsible for paying same.

[2.3] Fees will be increased by 3% each year during the Term. Any other change in Fees shall only be effective 30 days after Customer has received notice of such amendment to the Fees from STARS.

[2.4] If this Agreement is terminated prior to the expiry of the Term, then all Fees payable annually shall be adjusted based upon the actual number of days for such year.

[2.5] STARS may suspend the provision of the Services if: (i) the payment of the Fees is 90 days overdue; and (ii) STARS has given to Customer at least thirty (30) days’ written notice of its intention to suspend the Services on this basis. STARS SHALL HAVE NO LIABILITY TO CUSTOMER (OR ANY THIRD PARTY) WITH RESPECT TO ANY LOSSES DAMAGES, INJURIES OR DEATH ARISING FROM OR CONNECTED TO ANY SUCH SUSPENSION OF THE SERVICES BY STARS.

3. TERMINATION AND RENEWAL

[3.1] Each of the parties shall have the right to terminate this Agreement upon the occurrence of any of the following events, such termination to be effective immediately upon the receipt or deemed receipt of notice by the other party: (a) the other party becomes bankrupt or insolvent (as such terms are defined by the Bankruptcy and Insolvency Act (Canada)), makes an assignment for the benefit of its creditors or attempts to avail itself of any applicable statute relating to insolvent debtors; 2.5 October 2024 / 3 (b) the other party winds-up, dissolves, liquidates or takes steps to do so or otherwise ceases to function as a going concern or is prevented from reasonably performing its duties hereunder; or (c) a receiver or other custodian of any of the material assets of the other party is appointed by private instrument or by court order or if any execution or other similar process of any court becomes enforceable against the other party or its material assets or if distress is made against the other party’s material assets or any part thereof and, in all such circumstances, such action is not discontinued within 60 days of its commencement.

[3.2] Either party may terminate this Agreement on 60 days written notice to the other party.

[3.3] Termination of this Agreement for any reason, or expiration of this Agreement, will not relieve any of the parties of its obligations arising prior to such termination or expiration including the payment of all outstanding Fees and will be without prejudice to any rights and remedies arising from any breach or default.

[3.4] This Agreement shall renew automatically upon the expiry of the initial term for a further term of one year, unless either party delivers notice in writing to the other party 30 days prior to the expiry of the Term, of its intention not to renew the Term. Unless otherwise agreed in writing, the terms and conditions of this Agreement shall apply to all such renewal terms, including this provision for automatic renewal.

4. CONFIDENTIAL INFORMATION

[4.1] The parties agree that during and after termination of this Agreement the Receiving Party shall keep confidential and refrain from using or disclosing, directly or indirectly, any of the Confidential Information for any purpose other than for the performance of its obligations herein. Customer acknowledges that certain Confidential Information may be disclosed by STARS to third parties without liability in the course of providing the Services. Without limiting the generality of the foregoing, the Receiving Party shall not copy, disclose, divulge, publish, transcribe or transfer the Confidential Information in any manner whatsoever in whole or in part except as is required to perform this Agreement. The Receiving Party shall take reasonable precautions to maintain the confidentiality of the Confidential Information and take reasonable steps to prevent any person from making unauthorized use of the Confidential Information.

[4.2] Immediately upon termination of this Agreement, or at any time upon demand of the Disclosing Party, the Receiving Party shall return or destroy any of the Confidential Information in its possession or under its control, and no copies of the Confidential Information shall be made or retained, save for such copies as may be reasonably required by the Receiving Party for record-keeping purposes.

[4.3] This Article 4 shall survive termination of the Agreement. “Confidential Information” means all information of a confidential nature that is disclosed by or on behalf of one party to the other party but does not include any information that: (i) at the time of its use or disclosure is in the public domain through no fault of the Receiving Party; (ii) is already in the rightful possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s records immediately prior to the time of disclosure; (iii) is obtained by the Receiving Party from a third party, provided that such third party is not, to the knowledge of the Receiving Party after due inquiry, bound by a confidentiality agreement with the Disclosing Party; (iv) is independently known or developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by the Receiving Party’s records; or (v) is required by law to be disclosed by the Receiving Party, provided that the Receiving Party shall give the Disclosing Party written notice of such requirement prior to disclosure so that the Disclosing Party may seek a protective order or other appropriate relief; “Disclosing Party” means either party or any person on behalf of such party who discloses Confidential Information; and “Receiving Party” means a party receiving Confidential Information.

5. PRIVACY

[5.1] Notwithstanding anything else in this Agreement, Customer acknowledges that STARS may have obligations in the performance of this Agreement under health information, private sector and public sector privacy and access to information legislation.

[5.2] In addition to its other obligations hereunder, Customer covenants and agrees: (a) to only collect, use or disclose Personal Information for purposes that are reasonably appropriate in the circumstances and to conduct its activities with respect to Personal Information in accordance with law; (b) to only provide Personal Information to STARS where Customer has the legal right to do so, having complied with its own privacy policies and all applicable law; “Personal Information” means any information about an identifiable individual but does not include business contact information (such as, an individual’s name, title, business address, business phone and fax number) when such information is collected, used or disclosed for the sole purpose of contacting such individual in their business capacity.

[5.3] Neither STARS nor Customer shall, without the prior written consent of Customer, issue any public statement, press release, publicity handout, photograph or any other material relating to or disclosing in any way whatsoever to the public the existence of the Agreement, or the scope, term or value of the Services, or anything else relating to the Agreement.

6. PROPERTY AND INTELLECTUAL PROPERTY

[6.1] Notwithstanding anything else contained herein or in the Schedule(s) attached hereto from time to time: (a) all tangible and intangible property of STARS (including all intellectual property) owned, developed and/ or acquired at STARS’ cost shall remain the property of STARS and Customer shall not have any rights in or acquire such property; and (b) all tangible and intangible property of Customer (including all intellectual property) owned, developed and/or acquired at Customer’s cost (including that which is developed by STARS at Customer’s specific request and cost) shall remain the property of Customer and STARS shall not have any rights in or acquire such property.

[6.2] Neither party shall use the names, logos or trademarks of the other or any of its affiliates in advertising, promotional materials or publicity releases in any media whatsoever relating to the other’s businesses or services, or the Services, without the prior express written consent of the other.

7. LIMITATION OF LIABILITY

[7.1] Customer acknowledges and agrees that: (a) the provision of the Services by STARS under this Agreement does not provide preferential access to, and may at certain times, depending on the availability of STARS personnel and resources, be downgraded as a lesser priority to other services of STARS including, but not limited to, STARS helicopter or air ambulance services. Such services may only be provided by STARS to Customer in accordance with STARS’ general policies and procedures applicable to all persons seeking to use same; (b) Customer is solely responsible for the welfare of all of its employees, agents, contractors, and that under no circumstances, except as specifically provided herein, shall STARS be liable for any injuries or illnesses sustained by any person using the Services, or for the death of any such person or for any damages to Customer arising out of this Agreement; October 2024 / 5 (c) STARS’ ability to deliver the Services is based upon certain wares and/or services provided by its suppliers; any interruption to, disruption to or failure of said wares and/or services may affect STARS’ ability to provide the Services; and Customer will be responsible for ensuring that it has redundancies or alternate services in place in the event that STARS is not able to provide the Services for any reason whatsoever; (d) neither STARS nor its suppliers shall be responsible for the effects of any cellular tower or network outages arising from any cause whatsoever; and (e) where STARS contacts any third party, STARS has no control over and is not responsible for the acts or omissions of such third party.

[7.2] NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, STARS’ MAXIMUM AGGREGATE LIABILITY TO CUSTOMER FOR ANY BREACH OF THIS AGREEMENT OR FOR ANY CLAIM AGAINST STARS IN CONTRACT, TORT OR ANY OTHER THEORY OF LAW OR EQUITY SHALL IN EVERY EVENT BE LIMITED TO THE AGGREGATE AMOUNT OF THE SERVICE FEES PAID TO STARS DURING THE TERM (EXCLUDING ANY EXTENSIONS OR RENEWALS THEREOF).

[7.3] TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL STARS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT

8. INDEMNIFICATION

[8.1] Subject to Article 7, STARS shall: (a) be liable to Customer, its affiliates and their respective, directors, officers, agents or employees (collectively with Customer, the “Customer Indemnitees”) in respect of, and (b) indemnify and hold Customer Indemnitees harmless from and against, any and all actions, proceedings, claims, demands, losses, costs, damages and reasonable legal and other expenses (on a full indemnity basis) of whatsoever nature which may be brought against or suffered by Customer Indemnitees, or which they may sustain, pay or incur by reason of any matter or thing to the extent arising out of or in any way attributable to a breach of this Agreement by STARS or the negligent acts or omissions or willful misconduct of any STARS Indemnitees (defined below) in connection with, related to or arising out of the performance, purported performance or non-performance of this Agreement or the Services hereunder by STARS, except to the extent otherwise provided for in this Article 8.

[8.2] Customer shall: (a) be liable to STARS, its affiliates and their respective, directors, officers, agents, employees or volunteers (collectively with STARS, the “STARS Indemnitees”) in respect of, and (b) indemnify and hold STARS Indemnitees harmless from and against, any and all actions, proceedings, claims, demands, losses, costs, damages and reasonable legal and other expenses (on a full indemnity basis) of whatsoever nature which may be brought against or suffered by STARS Indemnitees or which they may sustain, pay or incur by reason of any matter or thing to the extent arising out of or in any way attributable to a breach of this Agreement by Customer or the negligent acts or omissions or willful misconduct of any Customer Indemnitees in connection with, related to or arising out of the performance, purported performance or non-performance of this Agreement by Customer, except to the extent otherwise provided for in this Article 8.

9. NOTICES

[9.1] All notices will be in writing and will be delivered by registered mail, sent by electronic transmission to the other party at its address stated on the signature page. 9.2 Notice will be deemed to have been given on the 3rd Business Day following the day on which such notice was mailed or if delivered by electronic transmission, on the 1st Business Day following successful transmission. The word “notice” includes any request, statement, report, demand or other writing required by this Agreement provided or permitted to be given by Customer to STARS or by STARS to Customer.

10. FORCE MAJEURE

(a) If by reason of Force Majeure a party is unable to perform, in whole or in part or in a timely manner, some or all of its obligations under this Agreement (including performance of the Services by STARS), and such party gives prompt notice, written or oral (but if oral, promptly confirmed in writing), of such inability to the other party, including reasonable particulars of the cause thereof, and specifying that it is declaring Force Majeure, then notwithstanding any other provision of this Agreement: (i) the party declaring Force Majeure shall be relieved of liability for the proper performance of those obligations, and the failure to provide proper performance shall not constitute grounds for termination by the other party, for so long and to the extent (but only for so long and to the extent) it is so unable to perform; and (ii) any time period in which such obligations are to be performed shall be extended for the period of such inability to perform; (b) The party declaring Force Majeure shall use and apply in a timely and diligent manner reasonable efforts to resume performance or to provide or procure satisfactory alternative performance (except that settlement of strikes, lockouts and other labour disputes will be within the discretion of the party declaring Force Majeure).

“Force Majeure” means, in relation to a party, any bona fide event(s), condition(s) or circumstance(s),other than the financial incapacity of that party, that: (i) prevent, delay or restrict, in whole or insubstantial part, the performance by such party of some or all of its obligations hereunder, or render the performance of such obligation(s) so difficult or costly as to make such performance unreasonable; and (ii)are beyond the reasonable control of such party, were not caused by the fault or negligence of such party, and could not have been prevented or avoided if such party had taken reasonable precautions; and (iii)were not prevailing as of the date of this Agreement or otherwise within the reasonable expectation of the parties as being within the scope of that party’s performance. An event of Force Majeure includes, but is not limited to an act of God, pandemic, war, revolution, insurrection, blockage, riot, strike, a lockout or other labour or industrial disturbance, fire, lightning, unusually severe weather, storms, floods, explosion, accident, shortage of labour or materials or government restraint, action or inaction, mechanical breakdown, or failure of equipment or machinery.

11. GENERAL

[11.1] When used in this agreement, “affiliate” shall have the meaning given to it in article 2(2) of the Canada Not-for-profit Corporations Act; and “Business Days” means a week day, but excludes statutory and civil holidays in the Province of Alberta;

[11.2] This Agreement does not and shall not be construed to create any partnership or agency whatsoever as between STARS and Customer and neither party shall by reason of any provision herein contained, be deemed to be the partner, agent or legal representative of the other party nor shall it have the ability, right or authority to assume or create, in writing or otherwise, any obligation of any kind, express or implied, in the name of or on behalf of the other party.

[11.3] During the Term, STARS may perform Services for and on behalf of third parties other than Customer.

[11.4] This Agreement shall be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, and the parties hereby attorn to the jurisdiction of the courts in Alberta.

[11.5] The waiver by either party of any breach or violation of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision of the Agreement.

[11.6] The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of the Agreement, and the balance of the Agreement shall be construed as though such invalid or unenforceable provision were severed and omitted.

[11.7] This Agreement contains the entire understanding between STARS and Customer with respect to the subject matter hereof, and supersedes any prior agreement, undertaking, representation or notification whether oral or in writing. This Agreement has been negotiated by the parties hereto and shall be fairly interpreted in accordance with its terms and without reference to any rules of construction relating to which party drafted the agreement being applied in favor of or against either party.

[11.8] Unless expressly provided for in this Agreement, no modification or amendment of the Agreement shall be binding upon either party unless witnessed in writing and duly executed by both parties. Notwithstanding the foregoing, STARS may, upon no less than 60 days’ prior written notice, update, amend or modify the terms and conditions upon which it provides the Services.

[11.9] Time shall be of the essence.

[11.10] Customer acknowledges and agrees that STARS may upload any information provided by or on behalf of Customer to STARS in connection with the Services onto the cloud using the services of a third party provider.

[11.11] The parties agree to sign such other instruments, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

[11.12] Sections 1.10, 3.3 and Articles 4, 5, 7, 8 and 10 shall survive and expiry or termination of this Agreement.

[11.13] This Agreement shall endure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

[11.14] Customer shall not, without the prior written consent of STARS assign, transfer, pledge, mortgage or otherwise encumber the whole or any part of this Agreement or any of its interest, rights or obligations hereunder. STARS may assign the Agreement at its sole discretion at any time.

[11.15] This Agreement and any Schedule(s) attached hereto from time to time may be executed in any number of counterparts, and each executed counterpart will be considered to be an original. All executed counterparts taken together will constitute one agreement. Execution and delivery of counterparts of this Agreement by electronic means (including electronic signatures) shall be binding on all parties to this Agreement.