Terms of Service

TERMS OF SERVICE

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PLEASE READ THESE TERMS CAREFULLY AS THEY MAY HAVE CHANGED FROM THE LAST TIME YOU VISITED THIS PAGE.

These Terms of Service (the “ TOS ”) shall govern Subscriber’s and its Authorized Users’ access to and use of the Platform. The details of the Subscription shall be stated in a subscription form (which may be through a web form on the Platform), including the Subscriber information (such subscription form, the “ Subscription Form ”, and together with this TOS, the “ Agreement ”).

The Platform allows the user to specify the Subscriber(s) subscribing to the Platform. If user is subscribing to the Platform on behalf of multiple Subscribers, each Subscription shall be dealt with separately per Subscriber and this TOS shall attach to each Subscription severally, not jointly. You (as the user accepting the Subscription Form) represent and warrant that you have the authority to bind the entity/entities you represent (each a “ Subscriber ”) to the Agreement. The Agreement is between each Subscriber and CXP Auto Inc. (“ Company ”).

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions .

(a) “ Add-On ” has the meaning set out in Section 2.1(1)(b).
(b) “ AI Features ” means any feature and functionality on the Platform that uses artificial intelligence.
(c) “ Authorized Users ” has the meaning set out in Section 2.6(1)(a).
(d) " Business Day " means every day except Saturday, Sunday and any statutory holidays in the province of Ontario.
(e) “ Claim ” means any civil, criminal, administrative, regulatory, arbitral or investigative demand, action, suit or proceeding or any other claim or demand.
(f) “ Company Marks ” means any names, logos, marks, designs, and other trademarks or domain names/URLs owned by or licensed to Company.
(g) “ Confidential Information ” has the meaning set out in Section 5.1(1)(a).
(h) “ Documentation ” means any written materials prepared by Company and provided or made available to Subscriber, which contains information about the operation of the Platform. Such materials may be updated by Company from time to time.
(i) “ Force Majeure ” means any failure or delay in the performance by a Party of its obligations under this Agreement, if any, to the extent such failure or delay: (a) is caused, directly or indirectly, without fault by the non-performing Party, by fire, flood, hurricane, earthquake, acts of God, pandemic, epidemic, war, terrorism, explosion, riots, civil disorders, rebellions or revolutions, lawful acts of Governmental Authorities or any other cause beyond the reasonable control of the non-performing Party; and (b) could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing Party through the use of alternate sources, work-around plans or other means.
(j) “ GBP Content ” means the content retrieved or posted using Subscriber’s GBP.
(k) “ Google Business Profile ” or “ GBP ” is a business listing on Google Inc.’s properties like Google search and maps that allows the owner of such business to manage its business profile linked to such listing. Reference to GBP in this Agreement shall mean the account that allows the business owner to manage the business associated with such business listing.
(l) “ Governmental Authority ” means (a) any government, agency, commission, board, tribunal, dispute settlement panel or body, bureau, official, minister, or court or other law, rule or regulation-making entity; and (b) any regulatory authority, self-regulatory organization or other entity having jurisdiction over either Party or the matters contained in this Agreement.
(m) " Intellectual Property Rights " means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), mask works, and rights in data and databases, (d) trade secrets and know how, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable law in any jurisdiction throughout the world.
(n) “ Operational Data ” has the meaning set forth in Section 6.4.
(o) " Party " refers to (i) Subscriber, or (ii) Company, and " Parties " refer to both (i) and (ii).
(p) “ Platform ” means Company’s proprietary customer review management and insight platform, which is a software-as-as-a-service application that includes all front-end, back-end and other related technologies, and all updates, modifications and enhancements thereto. It further includes all methods, processes, data, information, models, wrappers and other business property related to and generated from the platform.
(q) “ Restricted Data ” has the meaning set forth in Section 2.6(1)(d).
(r) “ Review Responses ” has the meaning set forth in Section 2.3(1)(b).
(s) “ Services ” collectively refers to the Subscription to the Platform.
(t) “ Subscriber Content ” has the meaning set forth in Section 2.5.
(u) “ Subscriber Email Chain ” has the meaning set forth in Section 2.3(1)(b).
(v) “ Subscription ” has the meaning set forth in Section 2.1(1)(a).
(w) “ Subscription Fees ” has the meaning set forth in Section 3.1.
(x) “ Subscription Form ” has the meaning set forth in the preamble.
(y) “ Subscription Term ” has the meaning set forth in Section 4.1.
(z) “ Third Party ” means a person or an entity who is not a party to this Agreement.
(aa) “ Third Party Services ” has the meaning set forth in Section 6.3.

1.2 Interpretation .

(a) Currency. Unless stated otherwise in this Agreement, all references to currency shall be in Canadian Dollars.
(b) Headings. Headings of sections are inserted for convenience of reference only and do not affect the construction or interpretation of this Agreement.
(c) "Includes" or "Including". Where the word "including" or "includes" is used in the Agreement, it means "including (or includes) without limitation".
(d) No Strict Construction. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.
(e) Number and Gender. Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.
(f) Time Periods. Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day.
(g) "Written" or "in writing". Unless expressly stated otherwise, where any notice, demand, consent or communication is required "in writing" or in written form, either Party may provide such notice, demand, consent or communication in written form and delivered by courier, registered mail or e-mail.
(h) Interpretation. In the event of any conflict between a Subscription Form and this TOS, the conflict shall be resolved in favour of this TOS, unless specifically overridden by a Subscription Form.

ARTICLE 2 SUBSCRIPTION

2.1 Subscription .

(a) Upon acceptance of the Subscription Form, Subscriber (and its Authorized Users) shall be provided access to and use of the Platform (or part thereof) (such access and use, the “ Subscription ”). The Subscription Form may state any limitations applicable to the Subscription (such as usage limits, number of users, inclusion/exclusion of certain features and functionalities). The Subscription is limited to access to and use of the Platform (or part thereof) and it does not grant Subscriber the right to reproduce, modify, distribute or any other right to the Platform. Except as specifically provided herein, Company retains all right, title and interest in the Platform.
(b) Additional optional features and functions may be made available on the Platform for additional costs during the Subscription Term (each an “ Add-On ”). If added to the Subscription by any of the Authorized Users, the Add-On(s) shall be for the duration of the then Subscription Term and may only be removed at renewal.
(c) Evaluation: If you’ve been provided access to the Platform without accepting a Subscription Form, your access and use of the Platform is provided on an “as-is” basis and on a temporary trial basis. Until a valid Subscription is obtained, your access to and use of the Platform may be terminated by Company at any time. Except for those terms and conditions relating to Subscriber having a Subscription and the benefits attached thereto, all other terms and conditions (including indemnity and limitation of liability) shall apply to such trial usage.

2.2 Usage Restrictions . Subscriber must not:

(a) remove, obscure or alter any trademarks (including Company Marks), patent notices, or other proprietary notices, labels or marks that appear on the Platform;
(b) use the Platform for the purpose of creating a service that performs substantially the same functionality as the Platform;
(c) reverse-engineer, decompile, disassemble or otherwise attempt to discover the source code or other trade secrets of the Platform;
(d) violate, circumvent, and otherwise tamper with the security of the Platform;
(e) download, republish, post, transmit, or distribute any portion of the Platform except as permitted by a functionality enabled on the Platform;
(f) link to, mirror, or frame any portion of the Platform without the express written permission of Company;
(g) distribute viruses, worms, malicious code, or software intended to damage, overly burden, interfere with or alter the operations of the Platform or affect the devices of other users of the Platform;
(h) use any program or script to download, copy, capture, scrape, index or otherwise obtain any portion of the Platform without the express written permission of Company; or
(i) perform any actions that would unduly burden or hinder the operations of the Platform.

2.3 Google Business Profile .

(a) In order to manage Subscriber’s GBP through the Platform, Subscriber must follow the necessary steps to authorize the Platform to manage Subscriber’s GBP. By authorizing the Platform to manage Subscriber’s GBP, Subscriber hereby acknowledges and agrees that (i) it is the owner of the GBP connected to the Platform, (ii) the management of the GBP is at Subscriber’s direction and that the Company shall not be responsible or liable for any actions or omissions of Subscriber or its Authorized Users related to its GBP, (iii) it shall comply with all applicable laws and Google’s terms and conditions applicable to the use of its GBP, (iv) GBP Content is subject to Google’s terms and conditions and it shall not form part of Subscriber Content, and (v) Company reserves the right to disconnect Subscriber’s GBP in its sole discretion, acting reasonably. Subscriber may withdraw this authorization at any time; however, it acknowledges that withdrawal of such authorization will prevent Subscriber from managing its GBP through the Platform.
(b) After connecting Subscriber’s GBP, the Platform permits the management of user reviews, including responding to such reviews. To facilitate the response to such reviews, the Platform may trigger email notifications (as configured in the Platform) to facilitate any investigations before responding to such reviews. All email responses after such notifications are recorded in the Platform (“ Subscriber Email Chain ”) and if requested by Subscriber, the Platform will generate a suggested response using artificial intelligence after taking into consideration the applicable Subscriber Email Chain (for clarity, such suggested response feature shall form part of the AI Features). Unless expressly authorized by Subscriber or its Authorized Users, the Platform will not automatically post such generated

responses, and it is the responsibility of Subscriber and its Authorized Users to review and edit the generated responses before posting to its GBP (the “ Review Responses ”). Subject to subparagraph (c), the Subscriber Email Chain and Review Responses shall form part of Subscriber Content.

(c) Subscriber acknowledges and agrees that Review Responses shall comply with all applicable laws and Google’s terms and conditions applicable to Review Responses posted to Subscriber’s GBP.
(d) Subscriber acknowledges and agrees that Company is subject to Google’s terms and conditions in using Google’s API for managing GBP and that Company’s compliance with Google’s terms and conditions shall in no way be considered a breach of this Agreement, even if it prevents Company from complying with the terms and conditions of this Agreement.
2.4 AI Features .
- (a) The Platform may make available certain AI Features, which may or may not be included in Subscriber’s Subscription. If included, Subscriber acknowledges and understands that such AI Features may use Third Party Services and Company’s provision of the AI Features and Subscriber’s use of the AI Features may be governed by terms and conditions set forth by such Third Party Services Providers. If Subscriber uses any of the AI Features, it hereby agrees that Subscriber Content may be provided to the Third Party Services.
- (b) AI Features that use generative artificial intelligence (such as large language models):
  - (i) rely on third-party models and services that are inherently probabilistic and non-deterministic in operation;
  - (ii) may produce outputs that are inaccurate, incomplete, misleading, offensive, biased, harmful, unlawful, or that infringe the rights of third parties;
  - (iii) may produce different outputs in response to identical or similar inputs;
  - (iv) cannot be guaranteed to behave in any particular manner or to comply with any particular standard;
  - (v) are influenced by the inputs provided, over which Company may not have control;
  - (vi) are not a substitute for professional advice of any kind, including legal, medical, financial, or other regulated advice; and
(vii) may depend on the services provided by a Third Party that may become unavailable, which may affect the useability of the AI Features.

2.5 Your Content . The Platform may permit the ability for Subscriber and its Authorized Users to upload, link, submit or otherwise reference content, images, data and other information to be imported into the Platform (the “ Subscriber Content ”). By importing the Subscriber Content into the Platform, Subscriber (i) represents that it has the necessary rights to import the Subscriber Content into the Platform and to be used therewith, and (ii) hereby grants to Company, during the Term, a limited, royalty-free, non-exclusive, non-transferable, non-assignable license to reproduce, modify, create derivative works, publicly perform, publicly display and use the Subscriber Content in connection with the Platform.

2.6 Subscriber’s Obligations .

(a) Subscriber shall provision user accounts to those employees and contractors who require access to the Platform for internal business purposes (“ Authorized Users ”) and shall ensure that such Authorized Users are aware of obligations and restrictions set out in this Agreement. Each Authorized User shall have a separate account and shall not share any accounts. Subscriber will be responsible for all the actions and omissions of its Authorized Users.
(b) Authorized Users must keep information about their accounts (e.g. ID and password) confidential. Authorized Users shall be responsible for all activities that occur under their account, and it is their responsibility to report any suspicious activities to Subscriber and if required, to Company. Company has the right, but not the obligation, to deactivate any account identified in such notification. Company is not liable for any loss or damage arising from any activities on any account, whether or not compromised, and whether or not Subscriber or the affected Authorized User communicated any suspicious activities in accordance with this section.
(c) Subscriber shall review, and shall cause its Authorized Users to review, the Documentation and shall ensure that the use of the Platform is in accordance with the Documentation.
(d) Subscriber shall ensure that its Authorized Users do not submit, as Subscriber Content, any sensitive personal information such as government issued personal identification numbers, consumer financial account information, credit card information (except for the purposes of paying the Subscription Fees, which shall be through a third party payment processor), personal health information, or information deemed “sensitive” under data protection laws of the EU or other applicable law (such as racial or ethnic origin, political opinions, or religious or philosophical beliefs) (such sensitive data, the “ Restricted Data ”). For the purpose

of clarity, examples of government issued personal identification numbers include drivers’ license numbers, Social Insurance Number (Canada), and passport information.

ARTICLE 3 FEES AND PAYMENT

3.1 Subscription Fees . Fees for the Subscription shall be stated in the applicable Subscription Form (the “ Subscription Fees ”). Fees for any Add-On(s) shall also form part of the Subscription Fees.

3.2 Invoice and Payment .

(a) All Subscription Fees shall be subject to applicable taxes and any pre-paid Subscription Fees are non-refundable. All Subscription Fees are due in advance.
(b) A valid credit card must be provided on the Platform and Subscriber hereby authorizes Company to charge the Subscription Fees in accordance with this Agreement.
(c) Credit cards are processed using a third-party credit card processor and any additional fees charged by such processor (such as credit card declined fees, processing fees, refunds fees) may be passed onto Subscriber. If Subscription Fees are not paid when due, a late charge of 1.5% per month, or the maximum amount permitted by law, whichever is less, may be applied to all overdue amounts.

ARTICLE 4 TERM AND TERMINATION

4.1 Subscription Term . The initial term of the Subscription shall be stated in the Subscription Form (the “ Initial Subscription Term ”) and unless terminated in accordance with this Agreement, the Subscription shall thereafter auto-renew for successive periods equal to the Initial Subscription Term (each a “ Renewal Subscription Term ”; and, the Initial Subscription Term and all Renewal Subscription Term(s), if any, collectively, the “ Subscription Term ”). At renewal, Company shall have the right to increase the applicable Subscription Fees to the then current rate.

4.2 Subscription Cancellation . Subscriber may cancel its Subscription at any time before the renewal. Cancellation shall be effective at the end of the then Subscription Term.

4.3 Terms of this TOS . The term of this TOS shall be coterminous with the Subscription Term.

4.4 Termination for Breach . A Party (the “ Non-Breaching Party ”) may terminate the Subscription immediately if the other Party (the “ Breaching Party ”) materially breaches this

Agreement. The Breaching Party shall be considered to be in material breach if any of the following events occur: (i) if the Breaching Party is Subscriber, where Subscriber fails to pay any overdue invoices fifteen (15) days after Subscriber receives written notice of non-payment; (ii) the Breaching Party is in breach of a material, non-monetary term, condition, or provision of this Agreement and such breach is not cured within thirty (30) days of the written notice; or (iii) the Breaching Party undertakes liquidation, dissolution or winding-up, is unable to pay its debts or obligations as they become due, makes an assignment for the benefit of creditors, becomes subject to direct control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding under federal, provincial or state law. The written notice for termination shall include a detailed explanation of the material breach justifying the termination in accordance with this Section 4.4.

4.5 Suspension of Subscription . Company may suspend the Subscription if (i) any invoice, and any interest accrued thereon, remains unpaid after Company has notified the Subscriber of an outstanding invoice, or (ii) Subscriber or its Authorized Users violate the terms of this Agreement. The exercise of this suspension right shall not be considered a breach of this Agreement by the Company.

4.6 Effect of Termination .

(a) Upon termination of the Subscription,
- (i) Subscriber and its Authorized Users shall immediately stop accessing and using the Platform;
- (ii) All Subscription Fees, including any interest accrued thereon, shall become due immediately;
- (iii) Parties shall comply with Section 5.2(1)(b) of this TOS.
(b) The Parties intend that the termination rights set out in Section 2.1(1)(c) and Article 4 are the exclusive rights and remedies for termination of each Party.
(c) Article 1, Article 5, Article 7, Article 8, Article 9 and Sections 2.4(1)(b), 2.5(i), 6.3 6.4 and 6.5 shall survive termination or expiration of this Agreement.

ARTICLE 5

CONFIDENTIALITY

5.1 Confidential Information .

(a) “ Confidential Information ” means any non-public information disclosed to one Party (“ Receiving Party ”) by the other Party (“ Disclosing Party ”) during the Term that is either furnished or made available, and that is marked or otherwise

designated as confidential, proprietary or other similar designation, or that would be reasonably considered confidential or proprietary. Receiving Party may disclose the Confidential Information to its employees, contractors, and legal and financial advisors (the “ Representatives ”) solely in connection with this Agreement (“ Purpose ”). Receiving Party shall cause its Representatives that have been disclosed the Confidential Information to observe the terms set out in this Article 5 (“ Confidentiality Provisions ”) and shall be responsible for any breach of these Confidentiality Provisions by its Representatives.

(b) Confidential Information shall not include information that:
- (i) is or subsequently becomes publicly available without breach of any obligation owed to Disclosing Party;
- (ii) became known to Receiving Party without confidentiality restrictions, prior to Disclosing Party’s disclosure of such information to Receiving Party pursuant to this Agreement, as shown by Receiving Party’s records;
- (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of a confidentiality agreement or a contractual, legal or fiduciary obligation; or
- (iv) is independently developed by Receiving Party without any use of or reference to the Confidential Information. Burden of proving that information is not Confidential Information rests with Receiving Party.

5.2 Obligations .

(a) Receiving Party shall:
- (i) not disclose, reproduce, summarize and/or distribute the Confidential Information, except as otherwise permitted in these Confidentiality Provisions;
- (ii) use the Confidential Information solely for the Purpose; and
- (iii) make the same effort to safeguard the Confidential Information as it would for its own Confidential Information, but in no case less than reasonable care.
(b) Upon termination of this Agreement or at Disclosing Party’s request, Receiving Party shall return all Confidential Information, or at Receiving Party’s option, certify destruction of same within ten (10) Business Days of the request. This

obligation shall include all reproduction, summarization and any derivatives made and permitted in accordance with these Confidentiality Provisions.

5.3 The disclosure restrictions contained in these Confidentiality Provisions do not apply to disclosure that is required (i) by law or any order of any competent court or other authority; or (ii) pursuant to the rules of any relevant stock exchange; unless Receiving Party is permitted or required by law, order or such rule to refrain from making such disclosure for confidentiality or other reasons. Prior to making such disclosure, Receiving Party shall, to the extent not prohibited by such law, order or rule:

(a) give Disclosing Party prompt notice of the requirement and the proposed content of any disclosure;
(b) at Disclosing Party’s request and expense, co-operate with Disclosing Party in limiting the extent of the disclosure and in obtaining an appropriate protective order or pursuing such legal action, remedy or assurance as Disclosing Party deems necessary to preserve the confidentiality of the Confidential Information; and
(c) if a protective order or other remedy is not obtained or Disclosing Party fails to waive compliance with these Confidentiality Provisions, disclose only that portion of the Confidential Information that Receiving Party is, on the advice of counsel, required to disclose and exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment is given to the Confidential Information disclosed.

5.4 All Confidential Information shall at all times remain the property of Disclosing Party. Nothing in these Confidentiality Provisions or in the disclosure of any Confidential Information confers any interest in the Confidential Information to Receiving Party or its Representatives.

5.5 Receiving Party acknowledges that the disclosure of any aspect of the Confidential Information contrary to these Confidentiality Provisions may give rise to irreparable injury to Disclosing Party inadequately compensable in damages. Disclosing Party may, in addition to any other remedy, enforce the performance of these Confidentiality Provisions by way of injunction or specific performance upon application to a court of competent jurisdiction. The rights and remedies provided herein are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or equity. All such rights and remedies may be exercised from time to time, and as often and in such order as Disclosing Party deems expedient. Receiving Party shall promptly notify Disclosing Party of any breach of these Confidentiality Provisions.

ARTICLE 6 PROPRIETARY RIGHTS

6.1 Proprietary Rights of Company . Company retains all right, title and interest (including any Intellectual Property Rights) in the Platform and Documentation. Except for any rights granted

in this Agreement, Subscriber does not acquire any right, title and interest (including any Intellectual Property Rights) to the Platform and Documentation.

6.2 Proprietary Rights of Subscriber . Subscriber retains all right, title and interest (including any Intellectual Property Rights) in the Subscriber Content. Except for the rights to the Operational Data granted in this Agreement, Company does not acquire any right, title and interest (including any Intellectual Property Rights) to the Subscriber Content.

6.3 Third Party Services . The Platform may provide or may permit Subscriber to use products and/or services from third party service providers (those products and/or services, the “ Third Party Services ”; those service providers, the “ Third Party Service Providers ”). Subscriber acknowledges and agrees that Company makes no representations, warranties or covenants with respect to any Third Party Services and Subscriber’s use of the Third Party Service shall be governed by the terms and conditions applicable thereto. Subscriber agrees to comply with such terms and conditions and agree that Company shall not be liable or responsible for any of the Third Party Services or the actions or omissions of the applicable Third Party Service Providers.

6.4 Operational Data . Company may collect data derived from the operation of the Platform and may use such data in de-identified form (the “ Operational Data ”) for purposes of operating, developing, monitoring and improving the Platform and any related Company business, including training new or existing artificial intelligence models. Such Operational Data will be de-identified to exclude any information that identifies Subscriber, Authorized Users or an individual. Company shall own all right, title and interest (including any Intellectual Property Rights) in the Operational Data.

6.5 Feedback . During the Term, if Subscriber or its Representatives make any suggestions for changes, modifications or improvements to the Platform or the Documentation (those suggestions, the " Feedback "), all such Feedback shall be solely owned by Company. Subscriber shall do (and shall cause its Representatives to do) all that is necessary to assign the ownership of such Feedback to Company.

6.6 Marketing . Subscriber hereby grants Company the right to display Subscriber’s name and logo on its website for marketing purposes. If any testimonial or review was provided, Company shall be permitted to display such testimonial or review on its website.

ARTICLE 7 REPRESENTATIONS AND INDEMNITIES

7.1 Capacity . Each Party represents that:

(a) it has the authority and right to enter into this Agreement;
(b) by entering into this Agreement, it does not violate any agreement, license or other instrument or duty to which it is a party or is bound; and
(c) this Agreement constitutes a valid, binding and legally enforceable obligation of the Party in accordance with its terms.

7.2 Limited Warranty . Company warrants that, during the Subscription Term, the Platform will perform materially in accordance with the Documentation. In the event of a breach of the foregoing warranty, Subscriber’s exclusive remedy shall be to request Company to prioritize repair of such non-conformity and Company shall use commercially reasonable efforts to fix such nonconformity within thirty (30) days of the request.

7.3 Indemnification . Subscriber (the “ Indemnifying Party ”) will defend Company (the “ Indemnified Party ”), and its successors, assigns, shareholders, partners, directors, officers, agents, affiliates, subsidiaries, employees and contractors (such parties together with the Indemnified Party, the “ Indemnified Parties ”) from and against any and all Third Party Claims and indemnify and hold harmless the Indemnified Parties for any and all damages, fines, penalties, losses, liabilities (including settlements and judgments), costs and expenses (including interest, court costs, reasonable fees and disbursements of lawyers, accountants and other experts and professionals or other reasonable fees and expenses of investigation, litigation, settlement or other proceedings or of any claim, default or assessment) arising from, in connection with, or related to (a) breach of Section 2.2, 2.3(1)(a), 2.3(1)(c) or 2.6(1)(b); or (b) Subscriber Content. The Indemnifying Party shall not settle any Claim without the written consent of the Company, which shall not be withheld unreasonably. The obligation to defend and indemnify set out in this Agreement shall be referred to as “ Indemnity Obligations ”.

7.4 Indemnification Procedures. Indemnifying Party’s obligation to defend and indemnify under this TOS is contingent upon: (i) the Indemnified Party promptly notifying the Indemnifying Party in writing of any Claim for which the Indemnified Parties have a right under Section 7.3 (each an " Indemnified Claim "), provided that, the Indemnifying Party shall not be excused from its Indemnity Obligations unless the Indemnifying Party is materially prejudiced from such delay, in which case, the Indemnifying Party shall be excused from its Indemnity Obligations only to the extent prejudiced; (ii) the Indemnified Party reasonably cooperating during defense and settlement efforts at no charge to the Indemnifying Party; and (iii) the Indemnifying Party not making any admission, concession, consent judgment, default judgment or settlement of the Indemnified Claim or any part thereof without the written consent of Indemnified Party.

ARTICLE 8 DISCLAIMERS AND LIMITATION OF LIABILITIES

8.1 Disclaimer .

(a) EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, THE PLATFORM, AND THE DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ACCURACY OF MEASUREMENTS, ANALYSIS OR OTHER OUTPUTS, THAT THE PLATFORM WILL BE FREE OF FAULT OR INTERRUPTIONS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. EXCEPT TO THE EXTENT THAT AN EXPRESS INDEMNITY IS PROVIDED IN THIS AGREEMENT, COMPANY HAS NO OBLIGATION TO INDEMNIFY, DEFEND OR HOLD HARMLESS SUBSCRIBER OR ANY OF ITS AUTHORIZED USERS, SUCCESSORS, ASSIGNS, SHAREHOLDERS, PARTNERS, DIRECTORS, OFFICERS, AGENTS, AFFILIATES, SUBSIDIARIES, EMPLOYEES OR CONTRACTORS, INCLUDING AGAINST CLAIMS RELATED TO PRODUCT LIABILITY OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, NO REPRESENTATIONS, WARRANTIES, COVENANTS, INDEMNITY ARE PROVIDED RELATING TO RESTRICTED DATA AND REQUIREMENTS TO COMPLY WITH LAWS AND REGULATIONS WITH RESPECT TO RESTRICTED DATA SHALL APPLY. THE PLATFORM MAY BE SUBJECT TO LIMITATIONS OR ISSUES INHERENT IN THE USE OF THE INTERNET AND COMPANY IS NOT RESPONSIBLE FOR ANY PROBLEMS OR OTHER DAMAGE RESULTING FROM SUCH LIMITATIONS OR ISSUES.
(b) AI FEATURES. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT AI FEATURES USE ARTIFICIAL INTELLIGENCE THAT MAY PRODUCE INCORRECT OR INCOMPLETE OUTPUTS. SUCH AI FEATURES ARE PROVIDED FOR CONVENIENCE ONLY AND IT IS THE SOLE RESPONSIBILITY OF SUBSCRIBER AND ITS AUTHORIZED USERS TO EXERCISE DILIGENCE IN REVIEWING THE OUTPUTS BEFORE USING IT TO MAKE ANY DECISION OR TAKE ANY ACTION. SUCH AI FEATURES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES,

WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH REGARDS TO THE AI FEATURES.

8.2 Limitation of Liabilities .
- (a) THE TOTAL LIABILITY AND OBLIGATIONS OF COMPANY SHALL NOT EXCEED, IN THE AGGREGATE, FOR ALL CLAIMS ARISING OUT OF, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT, THE SUBSCRIPTION FEES PAID PURSUANT TO THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO SUCH LIABILITY OR OBLIGATION. THE LIMITS OF LIABILITY IN THIS SECTION ARE CUMULATIVE AND NOT PER-INCIDENT.
- (b) THE PARTIES SHALL BE LIABLE ONLY FOR DIRECT DAMAGES, AND SHALL NOT BE LIABLE FOR LOSS OF PROFITS, DAMAGE TO REPUTATION, LOSS OF GOODWILL, LOSS OF REVENUES, OR FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- (c) TO THE EXTENT PERMITTED BY LAW, THE LIMITATIONS OF LIABILITY IN THIS SECTION 8.2 SHALL APPLY (I) REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE; (II) EVEN IF COMPANY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (III) EVEN IF SUBSCRIBER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE DISCLAIMERS OF LIABILITY, THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

ARTICLE 9 GENERAL

9.1 Entire Agreement . This Agreement constitutes the entire agreement between the Parties with respect to the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral, between the Parties. The Parties expressly disclaim any reliance on any and all communications, discussions, proposals and/or agreements (verbal or written) between the Parties.

9.2 Governing Law . This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. This

Agreement will be deemed to be made in the Province of Ontario and, subject to Section 9.4, the Parties hereby submit to the exclusive jurisdiction of the courts of the Province of Ontario for any legal action arising out of or related to this Agreement and agree not to commence any action, suit or proceeding in any jurisdiction other than the Province of Ontario. A Party may bring suit against the other Party in a forum other than Ontario, Canada, provided that (A) such suit is solely for an injunction to enforce this Agreement and is not for damages; (B) such suit is brought against the other Party in a jurisdiction or forum in which the other Party is doing business; and (C) the other Party is not a resident of Ontario, Canada and would not otherwise be directly subject to an injunction issued by an Ontario, Canada court.

9.3 Force Majeure . Notwithstanding anything to the contrary contained herein, a failure or delay in performance by a Party, other than a payment obligation, shall be excused to the extent caused by a Force Majeure Event provided that, the affected Party notifies the other Party promptly and in detail of the commencement and nature of such Force Majeure Event, and provided further that the affected Party uses its commercially reasonable efforts to render performance in a timely manner utilizing to such end all resources reasonably required in the circumstances.

9.4 Dispute Resolution Procedure.

(a) In the event of any dispute or disagreement between the Parties with respect to the interpretation of any provision hereof, the performance of either Party hereunder, or any other matter that is in dispute between the Parties arising from or in connection with or related to this Agreement (" Dispute "), upon the written request of either Party, the Parties will meet for the purpose of resolving such Dispute. The Parties agree to discuss the Dispute and negotiate in good faith without the necessity of any formal proceedings. If the Parties are unable to resolve the Dispute within thirty (30) Business Days, either Party may submit the matter to final and binding arbitration.
(b) Unless otherwise agreed in writing by the Parties, Disputes relating to the following matters or requesting the following types of relief will not be resolved by final and binding arbitration: (i) ownership or infringement of Intellectual Property Rights; (ii) Claims related to Confidential Information; (iii) Claims in respect of death or bodily injury; (iv) Claims for contribution or indemnity; or (v) interim or interlocutory Claims for injunctive relief (" Non-Arbitrable Dispute ").
(c) All other Disputes hereunder that cannot be settled in the manner hereinbefore described will be settled by final and binding arbitration pursuant to the provisions of the International Commercial Arbitration Act (Ontario). The arbitrator will decide any issues submitted in accordance with the provisions and commercial purposes of the Agreement, and will not have the power to award damages in excess of the limitations set forth in, or excluded by, the Agreement. Judgement upon the

award rendered in any such arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and enforcement, as the law of such jurisdiction may require or allow.

(d) Each Party shall continue performing its obligations under this Agreement while any Dispute is being resolved in accordance with this Section 9.4, unless and until such obligations are terminated or expire in accordance with the provisions of this Agreement.

9.5 Relationship of the Parties . The Parties are independent contractors. Nothing in this Agreement will be deemed to create a partnership or joint venture or a relationship of principal and agent, employer-employee, master-servant, or franchisor-franchisee among or between the Parties. The relationship between the Parties is non-exclusive.

9.6 No Assignment . Except as expressly permitted in this Agreement, Subscriber may not assign, transfer or sub-license any of its rights or delegate any of its responsibilities without the written consent of Company.

9.7 Severability . The Parties agree that it is the intention of each Party not to violate any public policy or law. To the extent that any provision of this Agreement is deemed to be invalid, illegal or unenforceable, such provision will be severed and deleted or limited so as to give effect to the intent of the Parties insofar as possible and the Parties will use their best efforts to substitute a new provision of like economic intent and effect for the illegal, invalid or unenforceable provisions and the remainder of this Agreement will remain binding upon the Parties.

9.8 No Waiver . Either Party's failure to enforce any provision or right in this Agreement will not be construed as a waiver of any such provision or right. Waiver of any provision or right must be specifically in writing by the waiving Party. Except as expressly stated in the written waiver, a Party's waiver shall not operate or be construed as a continuous waiver to such provision or right.

9.9 Notices. Any demand, notice, consent, authorization or other communication required or permitted to be given in connection with this Agreement must be given in writing and will be given by personal delivery or sent by, courier, prepaid registered mail or electronically receipted e-mail, in each case addressed to the recipient as follows: (1) in the case of Company, Attn: legal, 2032150 Winston Park Dr, Oakville ON L6H 5V1 with a copy to legal@cxguru.ai; and (2) in the case of Subscriber, to the address provided Subscriber, Attn: legal, or to such other address, individual, or email address as may be designated by notice given by either Party to the other Party in the same manner. Any demand, notice, consent, authorization or other communication if given by personal delivery (including courier) will be deemed to have been given on the day of actual delivery thereof, if given by registered mail will be deemed to have been given on the fifth (5[th] ) Business Day following the deposit thereof in the mail, if given by electronically receipted e-mail will be deemed to have been given upon receipt thereof.

9.10 Changes to this Agreement . Any changes to this TOS shall be posted online with the date of the update clearly marked above. If this TOS changes during the Subscription Term, the updated terms and conditions shall come into effect at renewal. Continued use of the Services after the renewal indicates Subscriber’s acceptance of the updated terms and conditions.

9.11 Subscriber Terms . No terms in any purchase order, invoice or other document of the Subscriber, other than the identification of the Services being purchased, the Subscription Term, the applicable pricing and the address for invoicing shall be binding on Company, and all such terms are hereby expressly rejected.