NovaceneAI™ Platform Master Subscription Agreement

This Master Subscription Agreement (“MSA”) including all schedules and exhibits attached hereto (collectively with the MSA, the “Agreement”) is entered into and effective as of the Effective Date entered on the signature page herein between Novacene AI Corp., a company incorporated under the laws of Canada, having its principal place of business at 123 Slater Street, Suite 610, Ottawa, ON K1P 5H2, Canada (“Provider”) and [CLIENT], a corporation incorporated under the laws of [JURISDICTION], having its principal place of business at [ADDRESS] (“Client”). 

(Each of Provider and Client may be referred to herein individually as a “Party” and collectively as the “Parties”).

WHEREAS The Provider has developed and provides to clients an artificial intelligence (“AI”) and machine learning based data analytics platform and related support, training, and setup services (collectively the “Services”).

AND WHEREAS the Client desires to purchase and the Provider desires to grant to the Client a right to access and use the Services (the “Subscription”), either by one or more users through a web browser, programmatically through an application programming interface (“API”), or both.

AND WHEREAS the Provider undertakes to provide a working Services while committing to comply with certain requirements relating to the maintenance of the Services.

NOW THEREFORE in consideration of the premises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto covenant and agree as follows:

Unless otherwise indicated, all capitalized terms used but not defined herein have the meanings ascribed to those terms in Schedule A – Standard Terms and Conditions attached to this agreement (the “Terms and Conditions”).

  1. Software Services

The details and pricing terms of Client’s order with Provider for the Services are set out in the applicable Order Form the form of which is attached hereto at Schedule B.

  • Support Services

The details and pricing terms of Client’s order with Provider for Support Services as well as a description of the available Support Services for purchase are as set out in the applicable Order Form attached hereto as Schedule B. 

  • Training and Setup Services

The details of the one-time set-up fee related to Provider providing the Client with initial implementation and onboarding services and training to the Client’s Users for use of the Services are as set out in the applicable Order Form.

  • Payment Terms

Fees for the Services provided under this Agreement shall be in the currency as indicated in the Order Form, subject to the payment terms described in the Terms and Conditions.

  • Term

This Agreement commences on the Effective Date and continues until all Subscriptions granted in accordance with this Agreement have expired or been terminated (the “Term”).

  • Subscription Terms

Subscriptions commence on the date on which Client is granted access to the Services, or the date set out in any applicable Order Form as may be agreed upon between the Parties, and shall continue for the applicable term specified therein (the “Subscription Term”). Unless otherwise specified in this Agreement or in any additional Order Form, User Subscriptions shall be renewed for additional periods of one (1) year on the Payment Option selected by the Client and at the list price in effect at the time of renewal unless either Party gives the other written notice of non-renewal at least thirty (30) days prior to the end of the relevant Subscription Term. The Parties agree that any renewed subscriptions shall be on the terms set forth in this Agreement or as otherwise agreed to in writing.

  • Governing Law/Jurisdiction

The validity, construction, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of laws provisions. The courts of Ottawa, Ontario as selected shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each Party hereby consents to the exclusive jurisdiction of such courts. Each Party also hereby waives any right to jury trail in connection with any action or litigation in any way arising out of or related to this Agreement.

  • Notices

Subject to Client’s termination obligations described herein, all notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; or (iii) the second business day after sending by email. Notices to Provider shall be addressed to the attention of:

[NAME], [TITLE]

[ADDRESS]

[CITY], [STATE/PROVINCE] [ZIP/POSTAL CODE], [COUNTRY]

Tel: [TEL]

Email: [EMAIL]

Notices to Client shall be addressed to Client’s signatory and address set forth below:

[NAME], [TITLE]

[ADDRESS]

[CITY], [STATE/PROVINCE] [ZIP/POSTAL CODE], [COUNTRY]

Tel: [TEL]

Email: [EMAIL]

  • Entire Agreement 

This Agreement, including the Terms and Conditions and any additional Order Forms, and all schedules and exhibits attached hereto constitutes the entire agreement between the Parties, and supersedes all prior and contemporaneous agreements, order forms, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the modification, amendment or wavier is to be asserted. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement, the Terms and Conditions, and any exhibit hereto or any additional Order Form, this Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Client purchaser order or in any other Client order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

  1. Schedules

The following schedules are hereby incorporated into and form part of this agreement pursuant to Section 9 above:

 Title 
Schedule “A”Terms and Conditions 
Schedule “B”Software and Professional Services Fees
Schedule “C”Form of Order Form
Schedule “D”Novacene AI Corp. Acceptable Use Policy

Agreement and Acceptance:

The undersigned hereby confirms that they are duly authorized to execute this Agreement and agrees to be bound by the terms set forth herein. They also acknowledge having read and agreed to the attached schedules and exhibits attached hereto which are incorporated into and are governed by this Agreement, renewals, and future orders of the Services.

Effective as of the [DATE] day of [MONTH], [YEAR] (the “Effective Date”).

[COMPANY NAME]CLIENT [NAME AND TITLE]Full Name, Title [SIGNATURE]Signature [DATE]DateNovecene AI Corp.PROVIDER Marcelo Bursztein, CEOFull Name, Title [SIGNATURE]Signature [DATE]Date

Schedule “A” – Terms and Conditions

IMPORTANT:  CAREFULLY READ ALL THESE TERMS AND CONDITIONS (“TERMS AND CONDITIONS”).

These Terms and Conditions form a legally binding contract between the person or entity identified in the MSA (as defined below) (“Client”) and Novacene AI Corp. (“Provider“) pertaining to the NovaceneAI Platform™ a Software-as-a-Service based artificial intelligence and machine learning driven data analytics platform (collectively, the “Services”) and any associated media, manuals, printed materials and online website or other electronic or written documentation that is embedded in the Software or made available to Client as part of Client’s subscription to the Services (“Documentation“).   

Provider provides the Services solely on the terms and conditions set forth in the MSA and herein and on the condition that Client agrees to be legally bound by same. By executing the MSA that governs these terms and conditions, and by accessing or otherwise using the Services, Client accept these Terms and Conditions and agree that Client is legally bound by its terms.  IF CLIENT DOES NOT AGREE TO THESE TERMS AND CONDITIONS, CLIENT MUST NOT ACCESS OR USE THE SERVICES.

Client must complete the MSA provided by Provider prior to accessing and/or using the Services. The MSA will specify the subscription fees and other charges payable by Client for the Services and Support Services purchased (collectively, the “Subscription Fees“). Client agrees to timely payment of the Subscription Fees when due in the manner set out in the MSA and as otherwise described herein.  

The Services and Documentation and other materials provided by Provider are made available to Client through Provider’s Website (or links to Provider’s servers and Website), or programmatically via an API on the express condition that Client accepts, without modification, and abides by each term and condition of the MSA and these Terms and Conditions. Client’s access to and use of the Services are conditioned upon Client’s continued compliance with each term and condition of these Terms and Conditions and the MSA, as amended from time to time.

CLIENT WILL NOT BE PERMITTED TO ACCESS THE SERVICES WITHOUT FIRST READING AND ACCEPTING THESE TERMS AND CONDITIONS AND THE MSA.

  1. DEFINITIONS

Unless otherwise defined herein, capitalized terms shall have the following meaning: 

“Acceptable Use Policy” means the policy attached hereto as Schedule “C” outlining instructions for proper use of the Services as well as many prohibited activities which Client is responsible for ensuring all User compliance with prior to access and/or using the Services. For greater certainty, no User will be permitted to access the Services unless they agree to the Acceptable Use Policy.

“Affiliate” means any entity Controlling, Controlled by, or under common Control with the referenced entity;

“Agreement” means all of the contract documents and terms and conditions outlined in Sections 9 and 10 of the MSA that combine to form the entire agreement between the Parties.

“API Services” means a Client’s connection to the Services via an Application Program Interface (“API”) which allows the Client’s development team and/or software engineers to connect to the NovaceneAI Platform™ and integrate the Services into the Client’s internal workflow as part of a larger data processing pipeline.

“Applicable Law” means all laws, statutes, common law, regulations, ordinances, codes, rules, guidelines, orders, permits, tariffs, and approvals, including those relating to the environment, privacy, or health and safety, of any governmental or regulatory authority that apply to the Parties or the subject matter of this Agreement.

“Authorized Users” or “Users” means those individual users authorized to access and use the Services pursuant to the Subscription purchased by Client under this Agreement and as set forth in the MSA or any additional Order Form;

“Client Data” means all electronic data or information (i) uploaded by the Client or its Users in the process of using the Services; (ii) created as a result of additional inputs by the Client’s Users in the process of using the Services; and/or (iii) generated by the Services in the form of output data (i.e. reports) received by the Client, but does not mean output formats, layouts, or features that are intrinsic to the Services.

“Computer” means a virtual or physical computer device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions;

“Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, through ownership of voting securities, by contract, or otherwise and the terms “Controlling” and “Controlled By” shall carry similar meanings;

“Documentation” means user guides, tutorials, troubleshooting materials or any other audio, video or written material related to the use of the Services; 

“Fees” includes reference to any fee charged by Provider to Client and includes, as applicable, Subscript

“Intellectual Property Rights” shall have the meaning ascribed to it in Section 6.

“Malicious Code” means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs.

“MSA” means the Master Subscription Agreement entered into between Provider and Client which governs these Terms and Conditions. These Terms and Conditions shall form part of the terms of the MSA and are governed by the MSA.

“One-time Fees” includes any fees charged to Client on a non-recurring basis such as training and setup service fees;

“Open Source Software” means any software licensed under terms requiring that other software combined or distributed with such software: (i) be disclosed or distributed in source code form; or (ii) be licensed on terms inconsistent with the terms of these Terms and Conditions; 

“Order Form” means the form of order form rendered by Provider to Client, in substantially the same form as set out in Schedule “B” to the MSA, which forms part of and is governed by the MSA. Any additional Order Form executed following the commencement of the MSA shall form a part of and shall be governed by the MSA. For the purpose of these Terms and Conditions, references to an Order Form shall also include the MSA;

“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identify of that natural person. For greater certainty, Personal Data does not include information that is anonymized or aggregated.

“Process” and similar terms mean any operation or set of operations which are performed on Personal Data or on sets of Personal Data, whether or not by automated means.

“Provider” means Novacene AI Corp., a company incorporated under the federal laws of Canada;

“Services” means any and all services and Software provided by Provider to the Client as described in one or more Order Forms, including the Provider’s web-based platform, NovaceneAI Platform™ provided through the Cloud-Based Services and/or API Services, and any set-up, training, implementation, support services, or any other services or applications that may be offered from time to time, including associated offline components. Each Service applicable to the Client is described in the applicable Order Form(s).

“Software” means any software, library, utility, tool, or other computer or program code, in object (binary) or source-code form, as well as the related documentation, provided by Provider as part of or related to the Services. The Software is distributed to the Client through Provider’s Software-as-a-Service (“SaaS”) model and includes software accessed by the Client’s Users through the Internet, an API, or other remote means (such as websites and “cloud-based” applications). For the purposes of this Agreement, “Software” shall include the NovaceneAI Platform™ and all features contained therein. For greater certainty, Clients and Users do not download any Software as part of the Client’s subscription for Services.

“Subscription Term” has the meaning ascribed to it in the MSA; 

“Support Services” means the support and maintenance services provided or to be provided by the Provider to the Client pursuant to an applicable Order Form. Support Services applicable to the Client are set out in Schedule B – Software & Support Services attached hereto.

“Website” shall mean (i) the publicly available website located at www.novacene.ai; and (ii) the website through which the Services are provided which shall be provided to Clients upon execution of an applicable Order Form, and their related sub-pages.

  • Service  
  • Provision of Service. Provider shall make the Services available to the Client and its Authorized Users pursuant to the applicable Order Form(s) during the Term. For greater certainty, by purchasing a subscription for the Service, the Client is purchasing the right to access and use the Service in accordance with the terms of this Agreement. Client agrees that its purchase of subscriptions is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Provider with respect to future functionality or features.
  • Support Services. Subject to the terms of the Support Plan purchased by Client , Provider shall use commercially reasonable efforts to provide the Support Services in a timely manner and to resolve Client’s technical issues covered under such Support Services. Provider makes no representations or warranties with respect to the timeline and/or success of such Support Services in resolving any technical issues that Client may experience when using the Services. For the avoidance of doubt, the Support Services are not available on a 24-hours-a-day, 7 days-a-week basis and, unless outlined in Schedule B of the MSA, Provider is under no obligation to provide Support Services under any specific timeline. Where personal attendance is required at Client‘s premises to perform the Support Services, Client shall be fully responsible for all travel costs, communication costs, living expenses and other out-of-pocket expenses incurred by  Provider’s personnel plus an administration fee of 10%, and all of these amounts shall be payable to Provider forthwith when invoiced.
  • Provider Responsibilities. Provider shall (i) maintain the integrity of the Service; (ii) provide certain Support services to Client’s Users in accordance with the Service Level Agreement (“SLA”) corresponding to the Support Services purchased by the Client as more fully described in the applicable Order Form and as set forth in Schedule B attached hereto; and (iii) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for (each of the following being an “Exception”): (a) planned downtime (of which Provider shall give at least 8 hours’ notice via the Service and which Provider shall schedule to the extent reasonably practicable during the weekend hours from 6:00 p.m. EST/EDT Friday to 3:00 a.m. EST/EDT Monday); (b) any unavailability caused by a Force Majeure Event as outlined in Section 19; (c) any computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software, or power systems not within Provider’s possession or reasonable control; or (d) security breaches or denial of service attacks of Client systems or to the extent caused by Client Data. SLA commitments shall be exempted during planned maintenance. The Provider agrees to coordinate with the Client an agreed upon time window within which to complete any required maintenance if the times set forth in this Section 2.C are not acceptable to Client.
  • Modifications to Application. Provider reserves the right to modify, suspend or discontinue, temporarily or permanently, the Services or any service to which it connects, with one hundred twenty (120) days prior written notice to Client. In the event of any discontinuation or suspension of the Services contemplated by this Section 2, Client may terminate the MSA in accordance with Section 10, and Provider will refund any Subscription Fees, if applicable, in accordance with Section 10.B for the time period during which the Services is unusable.
  • Updates to Services. Provider may from time to time provide enhancements or improvements to the features/functionality of the Services, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates”). Client’s rights to receive such Updates are dependent upon the Services Client has subscribed for as shown in the MSA or any additional Order Form. Client further agrees that all Updates will be (i) deemed to constitute an integral part of the Services, and (ii) subject to these Terms and Conditions.
  • Use of Service
  • Use. Client’s access to and use of the Services is provided through a dedicated cloud-based instance of the Services provided to the Client, and is not licensed or sold under the MSA. Subject to and conditional on Client’s strict compliance with the MSA and these Terms and Conditions, Provider hereby grants to Client a revocable, non-transferable, non-exclusive, non-sublicensable, limited right during the applicable Subscription Term to access and use the Services in a manner not inconsistent with this Agreement, solely for the Services for which Client have subscribed for as shown on the applicable Order Form, and for Client’s own internal business purposes only. The Order Form enables Client to select the specific services offered as part of the Services for which Client will subscribe.  This Section grants Client the right, exercisable solely by and through Client’s Authorized Users, to:
    • General use. Access and use the Services by the Client’s Authorized Users for its own internal business purposes as set out in the MSA or any additional Order Form, unless otherwise authorized by Provider.
  • Client shall be permitted to use the Documentation and make an unlimited number of copies of the Documentation, provided that Client uses such Documentation solely in support of its use of the Services in accordance herewith.  All copies of the Documentation made by Client:
    • will be subject to the MSA and these Terms and Conditions; 
    • must include all trademark, copyright, patent and other Intellectual Property Rights notices contained in the original.
  • Client Responsibilities. Client is responsible for all activities that occur in Authorized User accounts and for its Authorized Users’ compliance with this Agreement. Client shall: (i) have sole responsibility and liability for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data; (ii) use the Service in compliance with all Documentation; (iii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Provider promptly of any such unauthorized access or use; (iv) ensure that it and its Authorized Users agree to and comply with the Acceptable use Agreement before accessing the Services; and (v) comply with all Applicable Laws in using the Service.
  • Restrictions. Use of and access to the Services is permitted only in accordance with the details set forth on the MSA or any additional Order Form on the following conditions:
    • Client’s use of the Services shall be limited to use with the designated components or features of the Services under Client’s subscription and Client cannot use any other components or features without an additional Order Form and Client’s payment of the fee for the cost of the other components or features, if applicable;   
    • if the Services are provided in a bundled package containing all Modules available from Provider, then Client shall only use those components and features for which Client have paid the applicable Subscription Fees or which are made available at no charge, and any use of other components or features is prohibited and Client agrees to pay to Provider additional Subscription Fees at its then current rates for any and all uses in excess of or addition to these limitations on use;
    • Client must not disable or circumvent the limits or other end point restrictions contained in the Services; and
    • Client must abide by any additional restrictions of use specified for the Services set forth in the Documentation, the MSA or any additional Order Form.
    • Reserved Rights.  No additional or different rights are granted to Client, either expressly or by implication. Provider retains all rights not expressly granted to Client, and nothing in these Terms and Conditions constitutes a waiver of Provider’s rights under copyright laws or any other federal or provincial laws or treaty.
  • Publicity. Neither Party may issue press releases or otherwise publicize the Parties’ relationship relating to the Agreement without the other Party’s prior written consent. Notwithstanding the foregoing, Provider may use and/or otherwise display Client’s name and logo on Provider’s website and within Provider’s marketing collateral, under the terms established by Client’s brand identity use guidelines. Provider shall ensure that any public announcement or publicity does not insinuate that the Client supports a product, a process, or any practice whatsoever.
  • Custom Developments
  • From time to time, Client may provide Provider with feature or functionality requests, or with written specifications for custom enhancements to the Services including, without limitation, software or product features, changes in design, graphics, features, algorithms, models, user interfaces, visualizations, and API endpoints, or modifications to existing components, including but not limited to appearance, user interface nomenclature, colours, fonts, and logos (individually and collectively, such specified materials, features, functionality, etc. are considered the “Custom Developments”). Any such Custom Developments, unless expressly addressed under a Support Plan, shall be treated as either Non-Exclusive Custom Developments or Exclusive Custom Developments in accordance with the terms set forth in Sections 4.B and 4.C below.
  • Non-Exclusive Custom Developments. If Custom Developments are requested by the Client and the request or subsequent Order Form does not expressly state otherwise, the Provider shall retain the sole and exclusive right and title to any and all Custom Developments provided to the Client. For the purposes of this Agreement, such Custom Developments shall be considered “Non-Exclusive Custom Developments.” Client acknowledges and agrees that such Non-Exclusive Custom Developments shall (i) be treated as Provider’s Confidential Information; (ii) may be integrated and form part of the NovaceneAI Platform™ or other Services provided by Provider; and (iii) may be provided to other existing or future clients without any restriction or compensation owed to the Client. In such event, the Custom Developments shall be provided by Provider to the Client at no additional cost to the Client. Client expressly acknowledges that the Non-Exclusive Custom Developments shall not be considered a “work-made-for-hire” and Provider shall retain any and all Intellectual Property Rights in and to the Non-Exclusive Custom Developments. Client agrees to perform, during and after the Term of this Agreement, all acts deemed necessary or desirable by Provider as may be required to perfect such ownership rights in and to the Non-Exclusive Custom Deliverables.
  • Exclusive Custom Developments. If Custom Developments are requested by the Client and it is the intention of the Client for all right and title in and to such Custom Developments, including all Intellectual Property Rights, vest with the Client (the “Exclusive Custom Developments”), then the Parties shall negotiate in good faith the applicable fees and terms associated with the development of such Exclusive Custom Developments which shall be included in an applicable Order Form or separate Development Agreement.
  • Fees & Payment
  • Subscription Fees.  Client shall pay all Subscription Fees specified in the MSA and all Order Forms hereunder. Except as otherwise provided, all Subscription Fees are quoted and payable in [CURRENCY].  Except as otherwise specified in Section 10, 12, and 19 herein, under the MSA or any additional Order Form: (i) payment obligations are non-cancelable and (ii) Subscription Fees paid are non-refundable. 
  • One Time Fees. All One-Time Fees charged under the MSA are non-refundable and due within thirty (30) of receipt of an invoice, in accordance with the terms of this section 5.
  • Invoicing & Payment.  Subscription Fees will be invoiced in advance and otherwise in accordance with the payment option selected by Client when purchasing a Subscription as identified on an applicable Order Form.  Unless otherwise stated in the MSA or additional Order Form, charges are due net 30 days from the invoice date.  Client is responsible for maintaining complete and accurate billing and contact information. Client agrees to immediately notify Provider of any change in Client’s billing address used for payment hereunder.
  • Overdue Payments.  Any payment not received from Client by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at Provider’s discretion, late charges at the rate of 18% per annum calculated monthly, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
  • Suspension of Access.  If Client’s account is 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Provider reserves the right to suspend Client’s access to the Services, without liability to Provider, until such amounts are paid in full.
  • Taxes.  Unless otherwise stated, Provider’s fees do not include any direct or indirect local, provincial, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes“).  Client is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Provider’s net income or property.  If Provider has the legal obligation to pay or collect Taxes for which Client is responsible under this section, the appropriate amount shall be invoiced to and paid by Client, unless Client provides Provider with a valid tax exemption certificate authorized by the appropriate taxing authority.
  • Intellectual Property Rights
  • Intellectual Property. The Services and Documentation are copyrighted.  All right, title and interest in and to the Services including all Non-Exclusive Custom Developments, the Documentation and all copyrights in both of them are and remain owned solely and exclusively by Provider and are protected by Canadian copyright and international treaty provisions.  Client agrees to use best efforts and take all reasonable steps to protect the Services and Documentation from unauthorized use, illegal reproduction or illicit distribution.  The MSA, including these Terms and Conditions and any rights of access and use granted hereunder shall not constitute a sale or license of the Services and Documentation and Client shall not receive title to the Services and Documentation, or the media and any copies of the Documentation delivered to or made by Client, or any Intellectual Property Rights therein.
  • Client Data. As between Provider and Client, Client exclusively owns all rights, title, and interest in and to all Client Data, including all Intellectual Property Rights therein. Client Data is deemed Confidential Information under this Agreement. Provider shall not access Client’s User accounts, including Client Data, except where the Client has given Provider access to Client Data for the purposes of Non-Exclusive Developments, to maintain and improve the Service, evaluate system usage, performance or capacity, respond to support or service requirements, to respond to technical problems, to respond if a suspected breach of this Agreement has occurred, or at Client’s request. Notwithstanding the foregoing, Provider may use Client Data for purposes other than those described above only with the express written agreement or consent of Client.
  • Trade Secrets/Limited Access. The Services and Documentation embody proprietary technology and valuable trade secrets of Provider, which are vital to the business of Provider and whose value depends upon them not being generally known. Client agrees to hold the Services and Documentation in confidence and take all necessary steps to ensure that access to the Services or Documentation is not provided to any person or entity other than Client’s Authorized Users who reasonably require such access to enable Client to use the Services subject to these Terms and Conditions.
  • Intellectual Property Rights Definition. For purposes of these Terms and Conditions, “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. In no event shall Client be entitled to access, use, have disclosed or otherwise obtain any copies of the Services or the source code for the Services, and Provider has not, and will not be obligated to disclose or provide in escrow, outright or otherwise, any such source code to Client or any third party.  Client shall safeguard all Services from infringement, misappropriation, theft, misuse or unauthorized access. 
  • Client Suggestions. Any feedback, comments, ideas, improvements or suggestions (collectively, “Suggestions“) provided by Client to Provider with respect to the Services shall remain the sole and exclusive property of Provider. Provider shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to Client.
  • Affiliates. Notwithstanding anything to the contrary set forth in the MSA, Client shall have the right to share all or any part of these Terms and Conditions, and all associated documents, information, and amendments, with any of Client’s Affiliates. Any of Client’s Affiliates shall have the right to engage Provider to provide the Services, and any other Services or services offered by Provider, by placing an order with Provider directly. Any of Client’s Affiliates placing an order from Provider shall, for the purposes of that order only, have all the rights and obligations that Client has under the MSA (including these Terms and Conditions) and references to “Client” in these Terms and Conditions shall be read as references to such Affiliate. Provided that each such Affiliate separately agrees to the terms of its own MSA and these Terms and Conditions, Client shall not be responsible for any obligations, financial or otherwise, of any of Client’s Affiliates, and any breach of the MSA and/or these Terms and Conditions by Client’s Affiliates shall not affect the MSA and/or these Terms and Conditions with respect to Client.
  • Other Restrictions
  • Client shall ensure that it and its Authorized Users access and use the Services in compliance with Provider’s Acceptable Use Policy.
  • Client shall use the Services and Documentation strictly in accordance with the terms of the MSA and these Terms and Conditions and shall not use the Services or Documentation beyond the scope of the access and usage rights granted under Section 6. 
  • Client shall not alter, adapt, modify, translate, port or create derivative works of the Services or Documentation or any part thereof.  Any modifications, improvements, enhancements, alterations, customizations or derivative works of the Services, whether authorized or not, made by Client or a third party shall be the sole and exclusive property of Provider, and Client hereby assign all of Client’s right, title and interest therein to Provider.
  • Except as expressly set forth in Sections 4 and 6, Client shall not copy the Services or Documentation, in whole or in part. 
  • Client is expressly prohibited from selling, renting, leasing, lending, sublicensing, assigning, distributing, publishing, transferring, outsourcing, setting up a B2B hub or using in a service bureau environment, or otherwise commercially exploiting the Services and/or Documentation in any way.
  • Client will not remove, delete, obscure or alter any trademark, logo, copyright, patent or other intellectual property or proprietary notices, legends, symbols or labels in the Services and/or Documentation, including any copy thereof.
  • Client will not use the Services for comparison with, or benchmarking against, similar Services.  Client will not disclose or publish any results of benchmark tests run on the Services to a third party without Provider’s prior written consent.
  • Client shall not use the Services or Documentation for purposes of competitive analysis of the Services, the development of a competing software product or service or any other purpose that is to Provider’s commercial disadvantage.
  • Notwithstanding anything to the contrary in the MSA and these Terms and Conditions, there will be no escrow of any source code of the Software and Client shall not be entitled to receive the source code for any reason.
  • Client acknowledges that the Services is not designed or intended for use in hazardous environments, life support systems, medical devices or systems, navigation or control of aircraft, vessels or vehicles, or in any other high risk or in life-critical or mission critical application or solution (i.e. one whose functioning, failure, malfunctioning or inability to function as intended poses a risk of death, bodily injury or substantial property damage) and Client agrees not to use or permit use of the Services in any such environment, application or solution.
  • Client shall not use the Services or Documentation in violation of any law, regulation or rule.
  • Client may not combine or distribute the Services or any derivative work thereof with Open Source Software (as defined in Section 1) or with software developed using Open Source Software (e.g., tools) in a manner that subjects Provider or its licensors or any portion of the Software provided by Provider or its licensors hereunder or any derivative work thereof to any license obligations of such Open Source Software. 
  • Client further agrees not to use the Services in violation of any restrictions on the MSA and any additional Order Form.
  • Client may not disassemble, decompile, decode, reverse engineer or otherwise attempt to derive or gain access to the source code for the Services or any portion of the Services, or request or authorize any other person or entity to do so for any reasons whatsoever.  In countries where a right to reverse engineer is provided by laws, unless information is available about the Services in order to achieve interoperability, functional compatibility or other objectives, Client agrees to submit a detailed written proposal to Provider concerning Client’s need for such information before engaging in reverse engineering (or requesting or purporting to authorize any other person or entity to do so) and Provider may, in its sole discretion, propose to Client terms and conditions under which it is willing to make such information available.
  • Client agree not to electronically, optically or otherwise transmit, broadcast, transfer, or disseminate any portion of the Services and/or the Documentation over any public or private computer network (either local, wide area or otherwise), telephone network or other mode or channel of communication except: (a) where intrinsic to the normal operation of the Services, such as online website help information; (b) where provided in the Documentation; (c) as permitted by Provider in conjunction with the Services; or (d) as otherwise expressly authorized by Provider in writing. 
  • Confidentiality
  • Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party“) disclosed to the other Party (“Receiving Party“), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Agreement (including pricing and other terms reflected in the MSA, these Terms and Conditions and any Order Form(s) hereunder), the Client Data, the Service (including any Non-Exclusive Developments), business and marketing plans, technology and technical information, product designs, and business processes.  Confidential Information shall not include any information that:  (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
  • Confidentiality.  The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission.
  • Protection.  Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
  • Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
  • Remedies.  If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
  • Provider Ownership of Acquired Knowledge. The Client understands that during the term of the Agreement, and as a result from engaging with the Client through the troubleshooting of issues, and from providing technical or business support to the Client, the Provider may develop new technologies or processes, acquire new know-how, and gain new knowledge. Further, the Client hereby agrees that, due to the nature of the acquired knowledge, the Provider cannot be precluded from applying such knowledge to improve the Services, its product offerings, or any other aspect of the Provider’s business. Client further acknowledges and agrees that any such new knowledge shall be considered as the Provider’s Intellectual Property and shall be deemed to be Confidential Information under this Agreement.
  1. TERMINATION  
  2. The MSA and these Terms and Conditions may be terminated as follows:
    1. If all applicable Subscription Term(s) expire;
    1. If either party gives written notice to the other party of its intention not to renew the Subscription Term at least thirty (30) days prior to the expiration of the Subscription Term in accordance with Section 6 of the MSA;
    1. By either party for cause: (i) upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Upon any termination for cause by Client, Provider shall refund Client any prepaid fees covering the remainder of the Subscription Term after the date of termination;
    1. By Provider, any anytime and for any reason, upon sixty (60) days written notice to Client; 
  3. Upon termination of the MSA and these Terms and Conditions, Client shall cease all use of the Services and shall pay to Provider all applicable Fees due hereunder. Client acknowledges and agrees that no refunds shall be provided under any circumstances.
  4. Termination of the MSA and these Terms and Conditions will not limit any of Provider’s rights or remedies at law or in equity in case of breach by Client of any of Client’s obligations under the MSA and these Terms and Conditions.
  5. REPRESENTATIONS AND WARRANTIES
  6. Each party represents and warrants that it has the legal power to enter into the MSA and any additional Order Form and to be bound by these Terms and Conditions.
  7. Provider represents and warrants that:
    1. It will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof;
    1. the functionality of the services will not be materially decreased during the Term;
    1. the Services will not contain or transmit to Client any Malicious Code (except for any Malicious Code contained in Client Data or otherwise originating from Client); 
    1. All Intellectual Property Rights in the Services are owned or licensed by Provider and do not infringe on the rights of any third party; and
    1. Provider will not breach any other agreement or arrangement by entering into or performing its obligations under the MSA and is not in a material breach of any such other agreement.
  8. Client represents and warrants that Client will not breach any other agreement or arrangement by entering into or performing Client’s obligations under the MSA and Client are not in a material breach of any such other agreement.
  9. PRIVACY RIGHTS
  10. Collection of Personal Data by Provider. Client acknowledges that Provider collects limited Personal data from Client and Client’s Users, including name, email address, and phone number. Personal Data collected from Client’s Users is limited to only that which is necessary to provide, maintain, and support the Services. If Provider’s use (whether directly or indirectly) of the Personal Data collected by Provider is contrary to any applicable privacy laws, including all provincial, state, federal, and international laws, regulations, and national government agency orders and decrees (“Privacy Laws”), or contrary to any of the restrictions set forth in this Agreement, Client shall have the right to: (a) terminate the Agreement for cause if such breach has not been cured within five (5) days of receipt by Provider of written notice; and (b) pursue any other legal and equitable remedies.
  11. Sharing or Selling of Personal Data. The parties hereby warrant and represent that no Personal Data will (i) be sold to any third parties; or (ii) shared with any third parties except as required by this Agreement or applicable law.
  12. Transfer, Hosting, and Storage of Client Data. Client acknowledges and agrees that all Client Data and any Personal Data collected pursuant to Provider’s Privacy Policy is hosted by Amazon Web Services (Amazon AWS) or comparable cloud service provider (“CSP”) with certifications and attestations in good standing including but not limited to ISO 27001 and SOC2, and is stored and processed on servers located in the United States. Client represents and warrants that Client has obtained any and all rights and/or consent required from its Authorized Users and any data subjects from whom Personal Data was collected, and has made such Users and/or data subjects aware of the fact that their data may be transferred across international borders, including Canadian, United States, and international borders, and will be stored in United States. Client hereby consents and agrees to the transfer of Client Data across international borders, and the storage of Client Data in United States, and expressly instructs such transfer.
  13. DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITH RESPECT TO THE USE OF THE SERVICES, PROVIDER MAKES NO EXPRESS OR IMPLIED WARRANTY THAT SERVICES ARE OR WILL BE ENTIRELY SECURE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF PROGRAM LIMITATIONS. CLIENT SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL BREACHES RESULTING FROM ITS OR ITS AUTHORIZED USERS’ ACCESS TO THE SERVICES FROM AN UNSECURE PLACE OR NETWORK, OR FROM A JURISDICTION THAT MONITORS NATIONAL INTERNET USE.
  14. Indemnities
  15. Indemnification by Provider. Subject to this Agreement, Provider shall defend, indemnify, and hold Client harmless against any loss, damage, or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Client by a third party alleging that the use of the Services as contemplated hereunder infringes the intellectual property rights of the third party, except where such infringement is caused by or is the result of Client Data uploaded to the Service in violation of a third party’s intellectual property rights; provided, that Client (a) promptly gives written notice of the Claim to Provider; (b) gives Provider sole control of the defense and settlement of the Claim (provided that Provider may not settle or defend any Claim unless it unconditionally releases Client of all liability); (c) provides to Provider, at Provider’s cost, all reasonable assistance; and (d) has not acted or failed to act, willfully or negligently, in any manner that contributed to the events leading o the Claim. Provider’s obligation to indemnify Client pursuant to this Section 14.A. shall only apply to the portion of a Claim that is found to have been caused by Provider, and shall not apply to any portion of a Claim or any resulting liability which arises out of or relates to (1) Client’s willful or grossly negligent actions or failure to act; (2) Client’s breach or violation of any obligations under the Agreement, in whole or in part, including any schedules or exhibits attached hereto; (3) the portion of such Claim that has arisen due to circumstances beyond Provider’s reasonable control; (4) for the proportionate amount of the Claim that is found to have been contributed to or caused by Client; or (5) for the amount of the Claim that is the basis of an indemnity obligation of Client.
  16. Indemnification by Client. Subject to this Agreement, Client shall defend, indemnify, and hold Provider harmless against any loss, damage, or costs (including reasonable attorneys’ fees) incurred in connection with Claims made or brought against Provider by a third party alleging that the Client Data, or Client’s use of the Service (i) infringes the Intellectual Property Rights of such third party; (ii) has harmed such third party because Malicious Code was uploaded or inputted by Client or its Authorized Users; (iii) electronic data or information was uploaded or inputted by Client or its Authorized Users without such third party’s authorization or permission; (iv) uploads any Personal Data to the Service without having first obtained all relevant authority and consent to do so; or (v) violates any Applicable Law, or has otherwise harmed a third party; provided, that Provider (a) promptly gives written notice of the Claim to Client; (b) gives Client sole control of the defense and settlement of the Claim (provided that Client may not settle or defend any Claim unless it unconditionally releases Provider of all liability); and (c) provides to Client, at Client’s cost, all reasonable assistance. For clarity, Client’s obligation to indemnify Provider shall not apply (1) to the proportionate amount of the Claim that is found to have been contributed to or caused by Provider’s breach of its obligations under this Agreement; or (2) for the proportionate amount of the Claim that is the basis for an indemnity obligation of Provider.
  17. Limitation of Liability  
  18. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHER UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CLIENT FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
  19. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  20. Exclusions. THE LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 15.A. AND 15.B. SHALL NOT APPLY TO DAMAGES ARISING FROM A PARTY’S OBLIGATIONS WITH RESPECT TO (I) THE UPLOADING OF PERSONAL DATA TO THE SERVICES WITHOUT SUFFICIENT CONSENT OR AUTHORIZATION; (II) INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS; (III) ARISING FROM A PARTY’S GROSS NEGLIGENCE, RECKLESSNESS, INTENTIONAL OR WILLFUL MISCONDUCT; (IV) BREACH OF EITHER PARTY’S OBLIGATIONS OF CONFIDENTIALITY; OR (V) VIOLATION OF ANY APPLICABLE LAW.
  1. . The Services and Documentation may be subject to Canadian export control laws. Client shall not, directly or indirectly, export, re-export or release the Services or Documentation to, or make the Services or Documentation accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. Client shall comply with all applicable federal laws, regulations and rules and complete all required undertakings (including obtaining any necessary export license or other governmental approval), before exporting, re-exporting, releasing or otherwise making the Services or Documentation available outside Canada.
  2. INTERNATIONAL USERS. The Terms and Conditions have been written in the English language and shall be interpreted in accordance with the commonly understood meaning of the words and phrases in Canada.  Client waives any rights that Client may have under the laws of Client’s country for these Terms and Conditions to be written in the language of that country. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement.
  3. General Provisions
  4. Relationship of the Parties.  The Parties are independent contractors.  This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
  5. Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the Parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If they do not reach such solution within a period of sixty (60) days, then, upon notice by either Party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the Canadian Arbitration Association in accordance with the provisions of its Arbitration Rules.  No Party to this Agreement will challenge the governing law provisions as provided in this Section 18. Nothing in this section shall serve to limit a Party’s rights to seek injunctive relief.
  6. Governing Law and Waiver of Jury Trial. This Agreement shall be governed by the jurisdiction as selected in Section 7 of the MSA. Notwithstanding the obligation on the Parties to arbitrate any disputes arising out of or relating to this Agreement, the Parties acknowledge and agree that each Party shall retain their right to commence an action for enforcement of an arbitral award against the other solely for the purposes of enforcing the arbitral award, and any provision mandating a specific court or exclusive jurisdiction for same shall be null and void. The Parties shall be free to bring such enforcement action in any appropriate jurisdiction, having regard to all circumstances, including, without limitation, the location of the other Party’s assets. Each Party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. 
  7. No Third-Party Beneficiaries.  There are no third-party beneficiaries to this Agreement.
  8. Waiver and Cumulative Remedies.  No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right.  Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
  9. Severability.  If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect.
  10. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign the Agreement in its entirety (including all Order Forms), without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, the Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
  11. Valid and Non-Valid Clickthrough Agreements. The Parties agree that any provisions in any additional agreements, addendums, purchase orders, or exhibits purporting to invalidate any clickthrough provided by the Provider is null and void. The Parties further agree that any clickthrough provided by the Client addressing the Provider’s intellectual property, insurance requirements/policies, or other terms of this Agreement is invalid 
  12. Force Majeure Events.
  13. Force Majeure. Provider shall not be liable to Client for delay or failure to perform its obligations under this Agreement if prevented from performing its obligations as a direct result of an event including, but not limited to, an act of God, fire, flood, explosion, civil disturbance, act of terrorism or war, interference by civil or military authority, accident, internet connectivity failure, pandemic (including COVID-19 and related variants), epidemic, global pandemic or epidemic, global outbreak, public health emergency, state of emergency as declared by any level of government in a relevant jurisdiction, strike, labor dispute or shortage, illegality under any governmental law, rule or regulation, or for any other similar causes beyond the reasonable control of the non-performing Party (each such event, a “Force Majeure Event”), provided that Provider has provided requisite notice to Client pursuant to Section 19.C.
  14. Suspension of Services. In the event that a Force Majeure Event befalls Client or its Users and prevents them from accessing or using the Services, Provider may, at its sole discretion, temporarily suspend the Services and Subscription Term for a period equivalent to the time Client is unable to use the Services, provided that Client gives written notice to the Provider pursuant to Section 19.C. Once Client notifies Provider that use may resume, Provider shall make the Services available to Client for the period remaining in the Subscription Term. Notwithstanding the foregoing and other terms in the Agreement, Client shall not be relieved of their performance or payment obligations under this Agreement.
  15. Notice Requirements. A Party seeking to rely on either Sections 19.A or 19.B, as applicable, shall, without undue delay, provide prompt written notice to the other Party and thereafter provide periodic updates of the Force Majeure Event and the Party’s own status, and shall use reasonable efforts to mitigate the effect of the Force Majeure Event on the performance of its obligations. If the Parties agree that performance is impossible for the remainder of the Subscription Term (set out in the Order Form) because of the Force Majeure Event, the other Party may terminate this Agreement within 15 days from the time notice under this Section 19.C was received by the other Party.

Schedule “B” – Software and Professional Services Fees

Provider offers the following Services and Support Plans in connection with Client’s purchase of an applicable Subscription in accordance with the terms of the MSA. This Schedule B shall form part of and be governed by the terms and conditions of the MSA and any attachments thereto. Subject to the terms and conditions contained within the MSA and any attachments thereto, Provider agrees to provide the Client with the Support Plan the Client selects for the Services purchased as set forth in the Order Form executed between the Parties in substantially the same form as this Schedule B.

All costs provided below are expressed in [CURRENCY] and exclude HST. HST will be added to all invoices.

1. ONE-TIME SETUP FEE: First-time Clients shall pay a one-time Setup Fee of $5,000 (the “Setup Fee”). This fee covers:

  • Server provisioning
  • Platform installation
  • Configuration of custom subdomain
  • Configuration of proactive monitoring
  • Configuration of continuous integration and deployment tools
  • Client onboarding and train-the-trainer

2. PLATFORM SUBSCRIPTION FEE: Clients shall pay a monthly fee (the “Monthly Subscription Fee”). This fee covers:

  • Unlimited usage, users, and data
  • Ongoing Platform improvements
  • Infrastructure maintenance
  • Security patches
  • Disaster Recovery

Monthly Subscription Fees:

  • Basic: $3,000
  • Premium: $5,000
  • Enterprise: $10,000

3. PROFESSIONAL SERVICES FEE: Services provided by the Provider that exceed the scope of standard support for the Services will be considered ‘Additional Professional Services’. These services will be charged at an hourly rate of $160. The Client will be notified and must provide approval before any Additional Professional Services are performed and billed.

Schedule “C” – Form of Order Form

The following sets forth the Client’s selection of Services to be provided in accordance with the terms of the Agreement between the Parties: 

APPLICABLE FEES:

ITEMFEES
Setup Fee$
Platform Subscription Fee$
Total Monthly Fee$

Agreement and Acceptance:

The undersigned hereby confirms that they are duly authorized to execute this Order Form and agrees to be bound by the terms set forth herein. They also acknowledge having read and agreed to the attached schedules and exhibits attached hereto which are incorporated into and are governed by this Agreement, renewals, and future orders of the Services.

Effective as of the [DATE] day of [MONTH], [YEAR] (the “Effective Date”).

[COMPANY NAME]CLIENT [NAME AND TITLE]Full Name, Title [SIGNATURE]Signature [DATE]DateNovecene AI Corp.PROVIDER Marcelo Bursztein, CEOFull Name, Title [SIGNATURE]Signature [DATE]Date

Schedule “D” – Novacene AI Corp. Acceptable Use Policy

THIS POLICY governs Clients’ and User’s access to and use of the NovaceneAI Platform™ and/or other cloud-based online services (collectively, the “Services”) offered by Novacene AI Corp. (“Provider”) in connection with the Client’s purchase of Subscription(s) for access to the Services pursuant to an MSA. This Policy describes activities that are prohibited in connection with Clients’ and Users’ use of the Services, which may be updated from time to time. The current version of this Policy can be obtained by contacting [email protected].

1. DEFINITIONS

Unless specified elsewhere in this Policy, the following terms shall have the meanings ascribed to them: 

“Policy” means this Acceptable Use Policy, as amended from time to time.  

“Client” means You or any corporation, governmental department, or agent of any of these who have purchased subscriptions for the use of the Services under an MSA. Your access to the Services has been expressly authorized by the Client under the terms of such MSA, if applicable.  

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. 

“MSA” means the master services agreement (including all relevant schedules and purchase orders) entered into by Provider and the Client, which governs the purchase and use of the Services and this Policy. 

“User Data/Content” means all electronic data or information (i) uploaded by You in the process of using the Services; (ii) created as a result of additional inputs by You in the process of using the Services; and/or, (iii) generated by the Services in the form of output data (i.e. reports) received by You. 

 “You” or “Your” means you, as an individual, as the end user of the Services.

2. YOUR RESPONSIBILITIES 

You agree not to use, or to encourage, promote, facilitate or instruct others to use the Services as follows:

No Unauthorized Use of Services

(a) To license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party who has not been authorized by the Client, as applicable, under the terms of the MSA. 

No Illegal, Harmful, or Offensive use of Service or User Data/Content 

  • To engage in, promote, or encourage activities in violation of any applicable law, regulation, governmental order or decree or legal agreement; 
  • To violate, or encourage violation of the legal rights of others, including, but not limited to, infringing or misappropriating any intellectual property or proprietary right of another; 
  • To use, upload, store, share, host, copy, distribute, display, publish, transmit, or send User Data/Content that is or may be deemed offensive, inflammatory, hateful, infringing, defamatory, discriminatory, obscene, threatening, libelous, abusive, invasive of privacy, harmful to others, objectionable, or otherwise unlawful or tortious material; 
  • Send or store Malicious Code (whether intentional or inadvertent); 
  • In a way that could harm the Service or impair anyone else’s use of the Services; and (f) For any unlawful, invasive, defamatory, infringing, or fraudulent purpose. 

No Security Violations 

  • To access or probe (or attempt to access or probe) any network, computer or communications system, software application, or network or computing device systems (each, a “System“) without authorization, including, but not limited to, breaches, vulnerability scans, or penetration testing; 
  • To disable, interfere with, or circumvent any aspect of the Services; and 
  • To breach any security or authentication measures used by a System or the Services. 

No Network Abuse 

  • To damage, disable, overburden, or impair the Services or a System; 
  • To store or transmit any User Data/Content that contains or is used to initiate a denial of service attack, software viruses or other Malicious Code;  
  • To monitor or crawl a System that impairs or disrupts the System being monitored or crawled;
  • To interfere with the proper functioning of any System, including any deliberate attempt to overload a System by mail bombing, news bombing, broadcast attacks, or flooding techniques;
  • To operate network services like open proxies, open mail relays, or open recursive domain name servers; and
  • To disable, interfere with, abuse, disrupt, intercept, circumvent, or otherwise violate the security of the Services, or to avoid any use limitations placed on a System.

No E-Mail or Other Message Abuse 

  • To distribute or facilitate distribution of unwanted, unsolicited or harassing mass e-mails or other messages, promotions, advertising, or solicitations (“Spam“); 
  • To alter, forge, or obscure mail headers or assume a sender’s identity without permission; and
  • To collect replies to messages sent from another Internet service provider in violation of this Policy or the Internet service provider’s policies.

No Hazardous Use 

(a) In any application or in a manner where failure of the Services could lead to the death or serious bodily injury of any person, or severe physical or environmental damage. 

3. MONITORING AND ENFORCEMENT 

Provider reserves the right, but does not assume the obligation, to monitor and investigate violations of this Policy or misuse of the Services. Failure to comply with or breach of this Policy constitutes a material breach of the terms and conditions upon which You are permitted to use the Services, and, at any time, may result in Provider taking any and all actions in its sole discretion, including with immediate effect based on Provider’s reasonable judgment, up to and including:  

  • warnings;  
  • suspending or terminating access to the Services;  
  • removing, or prohibiting access to, or modifying content that violates this Policy or any agreement that Evidence has with You for use of the Service; and/or   
  • legal proceedings against You for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.  

Without notice to You (unless required by law), Provider may report any activity that Provider suspects violates any law or regulation to appropriate law enforcement authorities, or regulators. Provider’ reporting may include disclosing Your account information and/or Your User Content/Data. Provider may also cooperate with law enforcement agencies or regulators to help with the investigation and prosecution of illegal conduct by providing information related to alleged violations of this Policy. Provider excludes and disclaims all liability for actions taken in response to breaches of this Policy. The responses described in this Policy are not limited, and Provider may take any other action it reasonably deems appropriate. 

4. REPORTING OF VIOLATIONS 

If You become aware of any violation of this Policy, You must notify Provider immediately and reasonably cooperate in any efforts to stop or remedy the violation.