1.1 Under these TOS, the services to be provided by Company to Customer can include: (i) right of use and/or (ii) specific work. The actual Services are further detailed in any SOW between Company and Customer and may entail Deliverables as defined below.

1.2 Additional documents incorporated by reference to these TOS include third-party terms and conditions (e.g., Microsoft customer agreements, product terms and use policies, etc.) of the third parties listed in Schedule A (“Third-Party Terms”), or as specified in the SOW to complement Schedule A regarding specific works, as well as service descriptions and support policies set out in Schedule B (“Service Level Agreement”), where applicable. Additional documents also include Company’s Undertaking regarding Data Security (“Undertaking regarding Data

Security”). These additional documents, along any SOW, form an integral part of these TOS.

2.1 “Aggregated/ De-identified Data” means data derived from or related to Customer Content or usage of the Services that has been aggregated and/or de-identified so that it does not identify Customer or any individual and cannot reasonably be re-identified.

2.2 “Background IP” means any Intellectual Property owned or controlled by one Party prior to, or independently of, the applicable SOW, including modifications and derivatives thereof not specifically created for Customer.

2.3 “Confidential Information” means information disclosed by one Party to the other that is marked or otherwise identified as confidential, or that a reasonable person would understand to be confidential, including business, technical, financial, product, roadmap, and security information, and (for Customer) Customer Content. Confidential Information also includes the content of any SOW between the Parties under these TOS. Confidential Information excludes information that is or becomes public without breach, was lawfully known without confidentiality obligations, is independently developed without use of the other Party’s Confidential Information or is rightfully received from a third party without duty of confidentiality.

2.4 “Credits” means metered consumption units or credits for usage-based services (e.g., AI inference, compute, storage, or API calls) that may be included in or attached to a SOW, whether offered by Company or by Third-Party providers, and resold or allocated to Customer.

2.5 “Customer Content” means all data, information, materials, text, images, codes, models, configurations, logs, usage data, or other content provided or made available by or for Customer in connection with the Services or Third-Party Products, including any personal information contained therein. Notwithstanding the foregoing, Customer acknowledges at all times that Company can reuse best practices and general prompt techniques. Furthermore, elements (including prompts and scripts) which are not subject of appropriation through Intellectual Property rights shall be excluded from Customer Content.

2.6 “Deliverables” means all the items described in a SOW (e.g., configurations, scripts, templates, connectors, data pipelines, documentation, runbooks, and reports) that will be provided by Company to Customer as part of the Services.

2.7 “Foreground IP” has the meaning ascribed to it by section 6.2.

2.8 “Intellectual Property” or “IP” means all intellectual property rights, including copyrights, trade secrets, patents, trademarks, domain names, and all moral rights, and all applications and registrations therefor.

2.9 “Platform” means Company’s platform and environment (currently known as “SquadBox”), including any associated tools, interfaces, configurations, modules, and any updates or upgrades thereto.

2.10 “Services” means professional, integration, setup, implementation, consulting, support, or maintenance services provided by Company to Customer under any SOW. For the purposes of these TOS, Services alone, where applicable, include the Deliverables, Platform and software licensing (when provided).

2.11 “SOW” refers to a statement of work, meaning a written document signed by both Parties describing more specifically the scope, fees, term, and other modalities for the applicable Services, which may include (i) right of use and/or (ii) specific work.

2.12 “Third-Party” refers to all that it relates to in these TOS regarding Third-Party Products or Third-Party Terms.

2.13 “Third-Party Products” means softwares, platforms, or services provided by third parties (such as Microsoft), including any associated licenses, subscriptions, Credits, and usage-based resources.

3.1 Right of Use. Grants access and use to the Platform and/or Third-Party Products, configures Customer’s infrastructure, covers identity and access management, baseline security, and other setup activities specified in the SOW. These Services may also involve software licensing where applicable in a SOW.

3.2 Specific Work. Entails circumscribed projects to integrate specialized components, connectors to Third-Party systems, data pipelines, or other technical requirements. These may be fixed-fee or time-and-materials. It may include a recurring monthly fee for support and maintenance of a specialized component deployed in Customer’s own platform for instance.

3.3 Each SOW will at least specify the scope, Deliverables, acceptance criteria, dependencies, assumptions, timeline, fees and expenses, Credits allocations, Third-Party Products and, change control.

3.4 The terms and conditions of the support/maintenance service offered by Company, where applicable, are set out in the Service Level Agreement attached as Schedule B hereto.

4.1 Customer’s access to and use of Third-Party Products are governed by the applicable Third-Party Terms, which Customer hereby accepts to comply with. For clarity, Company does not grant any rights in or over Third-Party IP.

4.2 For Microsoft products (being part of Third-Party Products overall), Customer may be required to accept Microsoft’s customer agreements, product terms, data protection terms, and acceptable use policies. Service levels, warranties, uptime, and support for Microsoft products are as provided by Microsoft, unless expressly stated otherwise in the SOW.

4.3 Company may resell or administer Third-Party Products for Customer and for which administrative privileges would be needed. Customer hereby authorizes Company to act as its reseller/ administrator solely to the extent necessary to provide, manage, and support the Third-Party Products under the applicable SOW.

5.1 Fees. Customer will pay the fees set out in each applicable SOW. Unless stated otherwise in the SOW, fees are exclusive of taxes, duties, and withholdings, Customer being responsible for assuming all such additional amounts where applicable.

5.2 Credits and Usage. Credits may be estimated in the SOW and are subject to Customer’s actual use. Expired and additional Credits will be invoiced at the then-current rates (or pass-through Third-Party rates). Customer is responsible for all usage by its users and systems, and for implementing reasonable controls to prevent unauthorized or prohibited usages.

5.3 Price Changes. For Third-Party Products or Credits, pricing may change based on supplier changes. Company may notify Customer of such changes in writing, or as otherwise provided in the SOW.

5.4 Invoicing and Payment. Unless otherwise stated in the SOW, payments are due within thirty (30) days of the invoice date. Late amounts may accrue interest at 1.5% per month, i.e., 18% per annum (or the maximum allowed by law, if lower). Company may suspend the Services or access to Third-Party Products for overdue amounts after having sent to Customer a written notice in conformity with Section 12.2.

5.5 Non-cancellable Items. Customer understands that certain Third-Party subscriptions or prepaid Credits may be non-cancellable nor refundable for their committed term as specified in the SOW or in the Third-Party Terms (the latter having priority over the SOW by default in this regard).

6.1 Background IP and reservation of rights. Each party retains all right, title and interest in and to its

Background IP. No right, title or interest in either Party’s Background IP is transferred or granted except as expressly set out in this Section 6. All rights not expressly granted are reserved.

6.2 Foreground IP ownership, assignment and cooperation. Unless expressly transferred in the applicable SOW, all Deliverables, customizations, configurations, scripts, templates, models, connectors, documentation, and other work product created by or on behalf of Company in performing any SOW (collectively, “Foreground IP”) shall be owned exclusively by Company. To the extent any right, title or interest in the Foreground IP vests in Customer by operation of law, Customer hereby irrevocably assigns such right, title and interest to Company and shall, at Company’s cost, execute and deliver such further documents and do such further acts as Company may reasonably request to give full effect to this Section. To the extent permitted by applicable law, Customer waives, and shall cause its personnel to waive, any moral rights they may have in the Foreground IP.

6.3 Limited license to use Deliverables/Foreground IP (and only necessary Background IP). Subject to timely payment of all applicable amounts and compliance with these TOS and the applicable SOW, Company grants Customer a limited, non-exclusive, non-transferable (except as permitted under Section 14.6), and non-sublicensable right to use, for Customer’s internal business purposes only: (a) the Deliverables and Foreground IP; and (b) solely to the extent strictly necessary to exercise the foregoing right, any Company Background IP embodied in, or required to use, the Deliverables and Foreground IP; in each case, only with the Platform and/or Third-Party Products identified in the SOW and only during the term stated in the SOW (or, if not stated, during the subscription term of the underlying Platform/Third‐Party Products). For clarity, no rights are granted to Company’s Services, methodologies, tools, know-how, or underlying technology except as expressly set out above, and no source code is provided unless and only to the extent expressly stated in the SOW. Any broader rights or transfers must be expressly stated in the SOW.

6.4 Software licensing (where applicable). Without limiting Section 6.3, if an SOW identifies a portion of the Deliverables/Foreground IP as being provided under a software license, Company grants Customer a non-exclusive, non-transferable (except as permitted under Section 14.6), and non-sublicensable license to use such portion solely as identified in the applicable SOW and subject to any use parameters stated therein.

6.5 Open-source and Third-Party components. Deliverables may incorporate open-source or Third-Party components provided under their own licenses. Those licenses govern Customer’s use of such components. Customer shall comply with all such licenses.

6.6 No implied non-infringement warranty. Except to the extent expressly stated in an SOW, Company makes no representation or warranty of non-infringement with respect to the Services, Deliverables, or any Third-Party Products.

6.7 Publicity. Customer grants Company the right to identify Customer by name and a worldwide, non-exclusive, royalty-free license to use Customer’s trademarks and logos in Company’s marketing materials (including on its website and in social media) to identify Customer as a customer. Customer represents and warrants that it has the necessary rights to grant the foregoing. Company will comply with any reasonable written brand guidelines provided by Customer. Upon written request, Customer may ask Company to remove Customer’s trademarks and logos for the future.

6.8 License to Company for Customer Background IP and Customer Materials. Customer grants Company a worldwide, non-exclusive, royalty-free license, during the term of these TOS and the applicable SOW(s), to use, reproduce, host, display, perform, transmit, adapt, modify and create derivative works from Customer’s Background IP and Customer materials (including Customer data), (i) as necessary for Company and its subcontractors to perform the Services, develop, configure, test, support and maintain the Deliverables and Foreground IP for Customer, and to integrate them with the Platform and/or Third-Party Products identified in the SOW, and (ii) to the extent permitted by law, for the quality and improvement purposes described in Section 7.6. Company may sublicense the foregoing rights to its affiliates and subcontractors for the foregoing purposes and subject to confidentiality obligations no less protective than those in these TOS. Except for archival, dispute-resolution or

compliance purposes, this license terminates when Company’s performance obligations under the applicable SOW(s) end (and for more certainty, this termination shall not affect the right of the Company to continue to use and commercialize Foreground IP it owns under this agreement).

6.9 Feedback. Customer, or any related person (e.g., its employees, etc.), may from time to time provide

suggestions, ideas, enhancement requests, recommendations or other feedback relating to the Services, Deliverables or Company technology (“Feedback”). Customer hereby assigns (and shall cause its related persons to assign) to Company all right, title and interest in and to the Feedback, and, to the extent an assignment is not permitted by applicable law, grants Company a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty‐free license to use, practice, disclose, reproduce, modify, license, distribute and otherwise exploit the Feedback for any purpose. To the extent permitted by applicable law, Customer waives, and shall cause its related persons to waive, any moral rights in the Feedback.

7.1 Cooperation. Customer will provide timely access to information, systems, environments, personnel, and decision-makers necessary for Company to perform the Services and will ensure that prerequisites and assumptions in the SOW are met.

7.2 Environment and Security. Unless otherwise stated in the SOW, Customer is responsible for its own

environments, networks, identity, and access controls, including user provisioning, permissions, and monitoring of usage and Credits.

7.3 Rights and Consents. Customer (a) represents and warrants that it owns or has obtained and will maintain all rights, licenses, consents, notices, and permissions necessary to provide Customer Content (including data and personal information) to Company and to Third-Party Products; and (b) authorizes the access, use, hosting, storage, international transfer, and processing of Customer Content to execute these TOS and any applicable SOW. Customer further represents and warrants that such provision and processing of Customer Content does not infringe or misappropriate any third-party rights and complies with all applicable laws and regulations.

7.4 Lawful Use. Customer will use the Services and Third-Party Products for lawful purposes only and will not use them to violate IP rights, privacy rights, or applicable acceptable use policies (including Microsoft’s). Company may remove or disable access to the Services and/ or Third-Party Products that it reasonably believes violates this Section.

7.5 Indemnity by Customer. Customer will defend, indemnify, and hold harmless Company and its shareholders, officers, directors, agents, employees, subcontractors, suppliers and licensors from and against third-party claims, damages, penalties, costs, and expenses (including reasonable legal fees) arising out of or related to Customer Content, Customer’s reprehensible use of the Services / Third-Party Products, or Customer’s violation of Third-Party Terms or third-party rights.

7.6 Quality and Improvement. Subject to Sections 8 and 13 and the applicable laws and regulations, Customer authorizes Company to use telemetry/ usage data related to Customer Content: (a) to provide, maintain, secure, and support the Services; (b) to ensure quality, troubleshooting, security, and service analytics; and (c) to develop, enhance, and improve Company’s offerings, including for research and development purposes. In addition, Company may use Aggregated/ De-identified Data for the purposes of this Section. Company will not disclose Customer Content to third parties except as permitted under these TOS, a SOW, or with Customer’s written consent.

8.1 Each Party will: (a) use the other Party’s Confidential Information solely to execute these TOS and any SOW; (b) not disclose it to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective; and (c) protect it using at least the same degree of care it uses to protect its own Confidential Information, and no less than a reasonable standard of care.

8.2 Without limiting the foregoing, a Party may disclose Confidential Information to the extent required by law, regulations, or a court order, provided it gives a prompt written notice (where legally permissible) and cooperates in seeking protective treatment.

8.3 Confidentiality obligations survive for five (5) years from the disclosing Party’s disclosure, except for Company’s trade secrets.

10.1 Company will perform the Services of merchantable quality and in a professional manner using personnel with appropriate skills and experience.

10.2 Except as expressly provided in these TOS, and to the fullest extent permitted by law, Company disclaims all warranties and conditions, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Company does not control and is not responsible for Third-Party Products, which are provided under their own Third-Party Terms. Furthermore, while Company will use commercially reasonable efforts to ensure that AI assistant provides semantically correct answers or generated texts, it does not guarantee in any way that the tone, content, style or voice of such assistant will conform with Customer’s preferences. However, these parameters (tone, content, style or voice of the assistant) may be adjusted as per the number of times prescribed in the applicable SOW if prescribed and on a Time & Materials approach.

11.1 To the fullest extent permitted by law, COMPANY will NOT be liable for any indirect or punitive damages, or incidental, consequential, special, exemplary Damages where applicable, or loss of profits, revenue, goodwill, or data/CUSTOMER CONTENT, even if advised of the possibility of such damages.

11.3 Company will not be liable for failure or delay due to causes beyond its reasonable control (e.g., force majeure, labor disputes, internet or utility failures, cyberattacks, government actions), provided it uses reasonable efforts to mitigate the disruption of Services if possible.

12.1 Term. These TOS take effect upon the earliest of the execution of a SOW or the beginning of the Services and continue until terminated as provided herein. Although each SOW possesses its own specified term, it remains subject to this Section 12 which may otherwise set an end to said specified term.

12.2 Termination for Cause. Either Party may terminate a SOW (or these TOS in their entirety if the breach affects all SOWs) for material breach if the breach remains uncured thirty (30) days after the written notice describing the breach. Either Party may immediately terminate these TOS upon a written notice if the other becomes insolvent, ceases to carry on business, or is the subject of bankruptcy, receivership, or similar proceedings, or in case of a serious breach (including detrimental to the business and reputation of either Party).

12.3 Suspension. Company may suspend all Services and/ or access to the Third-Party Products upon written notice until Customer’s default(s) is fully cured if: (a) amounts are overdue and not paid following Company’s written notice under Section 12.2; (b) Customer’s use poses a security risk or may subject Company or a Third-Party provider to liability; or (c) Customer violates Third-Party Products or Third-Party Terms. Notwithstanding suspension, Company may otherwise terminate these TOS and any SOW in accordance with this Section 12.

12.4 Effect of Termination. Upon termination: (a) all amounts owed for the Services rendered, Credits used (or non-used and owed), and non-cancellable Third-Party commitments until termination become immediately due; (b)Customer’s entire rights to access or use the Services and Third-Party Products ceases; (c) each Party will, upon request, return or destroy the other’s Confidential Information (subject to subsection (d), as well as standard backup retention and legal holds for legitimate purposes); and (d) Company will destroy all Customer Content after a period of no more than thirty (30) days, unless Customer has requested the deletion of internal data beforehand by virtue of the Undertaking regarding Data Security for the portion of these where applicable, the whole subject to the extent provided in Section 7.6.

13.1 If Company processes personal information on behalf of Customer, the Company will follow its Undertaking regarding Data Security.

13.2 The Parties will comply with applicable privacy laws, including Québec’s Act respecting the protection of personal information in the private sector, as it may be amended from time to time. The Platform is designed to support the requirements of Quebec’s Act respecting the protection of personal information in the private sector. For greater certainty, Company acts as a service provider and Customer acts as the person who collects personal information and discloses it through the Platform. Customer remains responsible for its compliance with any applicable law imposing obligations toward the individuals concerned by such information.

14.1 Entire Agreement. These TOS, together with all SOWs and any additional documents expressly incorporated by reference, constitute the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, proposals, or communications, whether written or oral.

14.2 Interpretation. In case of conflict, these TOS prevail over any SOW and additional documents, unless a specific SOW provision explicitly states that it overrides some dispositions of the TOS as specifically identified. For clarity: (a) Third-Party Terms keep governing the use of Third-Party Products; (b) headings are for convenience only; (c) and “including” it means “including without limitation” in these TOS.

14.3 Severability. If any provision of these TOS is held invalid, null, or with no effect, the remainder of the TOS shall not be affected, reduced or invalidated, and all other provisions shall remain valid and enforceable to the fullest extent permitted by law.

14.4 Updates. Company reserves the right to modify these TOS from time to time by sending to Customer a thirty (30) days prior written notice with the new TOS. Any such updates will automatically take effect following the thirty (30) days’ notice, unless Customer sends to Company a written notice indicating its refusal before the applicable update takes effect. Such refusal, if any, shall terminate these TOS and any SOW between the Parties, unless as expressly agreed otherwise in writing between the Parties.

14.5 Subcontracting. Company may subcontract aspects of the Services, provided Company remains responsible for its subcontractors’ performance.

14.6 Assignment. Neither Party may assign these TOS or any SOW without the other Party’s prior written consent, except that either Party may assign them to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, with notice.

14.7 Notice. All notices and other authorizations or communications required under these TOS shall be in writing and delivered by email to:

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• Company: [email protected] 
• Customer: to the email address provided by Customer to Company.

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All that is sent outside of the normal business hours of Company will be deemed received on the next business day. The Parties also undertake to promptly inform each other of any changes to the contact details listed above in an appropriate manner.

14.8 Independent Contractors. The Parties are independent contractors. The relationship is non-exclusive. Neither Party is the agent, partner, joint venturer, or legal representative of the other, and neither has authority to bind the other.

14.9 Non-exclusivity. Nothing in these TOS shall restrict Company’s ability to grant a right of use or offer its products and services, directly or indirectly, including through third-party companies, to persons that may operate in the same field as Customer or within the same territory.

14.10 Compliance with Law. Each Party will comply with all the applicable laws and regulations, including privacy, data protection, and export control/ sanctions laws. Customer will not provide data subject to special industry-specific regulations (e.g., HIPAA, PCI) unless expressly agreed in the SOW. Customer will not, by any means, export, re-export, or transfer the Services or Third-Party Products in violation of export control or sanctions laws.

14.11 Governing Law. These TOS and all SOWs are governed by the laws of the Province of Québec and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

14.12 Jurisdiction. The Parties expressly agree that any legal proceedings arising in connection with the TOS must be submitted to a court of competent jurisdiction in the district of Montreal, Province of Québec.

14.13 Language. Customer acknowledges having had the opportunity to read these TOS and the related documents which have been remitted in French and accepts to be bound by them in English. Le Client reconnaît avoir eu l’opportunité de prendre connaissance des TOS et les documents s’y rattachant qui ont été remis en français et accepte d’être lié par la version anglaise.

14.14 No Third-Party Beneficiaries. Except as expressly stated in Third-Party Terms, there are no third-party beneficiaries to these TOS.

14.15 Survival. Sections 6 (except 6.4 and 6.8), 7.3 à 7.6, 8.3 (for trade secrets), 9 (for the prescribed period), 10, 11, 12.4 and 14 shall survive at the end of these TOS.

Availability of the Support Service

1.1 Company will use reasonable efforts to provide Customer with support services in accordance with the terms set out in this Service Level Agreement ( “Support Service”).

1.2 The Support Service will be available from Monday to Friday, from 9:00 a.m. to 5:00 p.m. (Eastern Time / Montréal), excluding statutory holidays in Québec.

1.3 Requests submitted outside these hours will be handled at the start of the next availability period.

Communication Commitments

• Communication channel: Any communication relating to an incident or support request must be initiated by creating a ticket through the Platform.
• Receipt confirmation: An automatic confirmation of ticket receipt is sent by the system upon submission of the request.
• Acknowledgement (assignment): A formal confirmation that a team member has reviewed the ticket and validated its priority will be sent to the Customer.
• Incident follow-up: Our team undertakes to communicate progress updates at the frequency specified for the current priority level, until resolution or a downgrade of severity.
• Closure: A ticket is considered resolved when the fix is deployed, or a viable workaround has been provided to the Customer.

Priorities and Support Service Levels

3.1 The priority level for each request will be assigned by the Company’s support team upon receipt of the ticket, based on its severity and its impact on the Customer’s operations. Company undertakes to use reasonable efforts to address requests within the following target timeframes:

AI Specific Provisions

4.1 Given the probabilistic nature of artificial intelligence models:

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• Model “hallucinations” or inaccurate responses are treated by default as P2 (Normal) incidents or P3 (Enhancement) requests, unless they render the Platform entirely unusable, in which case they will constitute P1 (High).

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• Time required for retraining, model adjustment (fine-tuning), or prompt engineering to correct behavior is not included in the standard resolution timeframes applicable to software bugs. Company will then communicate an action plan and a reasonable estimate.

Customer Responsibilities

5.1 To ensure compliance with the above timeframes, Customer undertakes to:

• Provide Company with all reasonably necessary and complete information (screenshots, logs, etc.) when submitting tickets or upon the Company’s request.
  
  
• For AI-related issues: provide Company with the exact prompt or context that generated the problematic response.
  
  
• Cooperate with the Company’s support team to facilitate issue triage and remediation (e.g., providing access, if necessary).

Scheduled Maintenance and Changes

6.1 Company may perform scheduled maintenance. Where reasonably possible, Company will notify Customer in advance through the Platform (or the channel agreed under the SOW), specifying the maintenance window and the anticipated impact.

6.2 Interruptions due to scheduled maintenance do not constitute P0/P1 incidents, unless expressly stated otherwise in the SOW.

Limitations and Exclusions

7.1 The commitments under this Service Level Agreement do not apply in the event of:

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• Force majeure or events beyond the Company’s reasonable control;
• A general Internet outage;
• Non-compliant use, misconfiguration, or unauthorized modification of the Platform;
• Interruptions of critical Third-Party Products (e.g., outages of OpenAI, AWS, Azure, Deepgram) beyond the Company’s reasonable control;
• The Customer’s failure to comply with its cooperation obligations set out in Section 5 hereof.

1.1 Under these TOS, the services to be provided by Company to Customer can be of: (i) Type A – Right of Use and Initial Setup; (ii) Type B – Special Projects; and/or (iii) Type C – Consulting Services. The actual Services are further detailed in any SOW between Company and Customer and may entail Deliverables as defined below.

1.2 Additional documents incorporated by reference to these TOS include third-party terms and conditions (e.g., Microsoft customer agreements, product terms and use policies, etc.) of the third parties listed in Schedule A (“Third-Party Terms”), or as specified in the SOW to complement Schedule A regarding specific works, as well as service descriptions, and support policies where applicable. Additional documents also include Company’s Undertaking regarding Data Security (“Undertaking”). These additional documents, along any SOW, form an integral part of these TOS.

2.1 “Aggregated/ De-identified Data” means data derived from or related to Customer Content or usage of the Services that has been aggregated and/or de-identified so that it does not identify Customer or any individual and cannot reasonably be re-identified.

2.2 “Background IP” means any Intellectual Property owned or controlled by one Party prior to, or independently of, the applicable SOW, including modifications and derivatives thereof not specifically created for Customer.

2.3 “Confidential Information” means information disclosed by one Party to the other that is marked or otherwise identified as confidential, or that a reasonable person would understand to be confidential, including business, technical, financial, product, roadmap, and security information, and (for Customer) Customer Content. Confidential Information also includes the content of any SOW between the Parties under these TOS. Confidential Information excludes information that is or becomes public without breach, was lawfully known without confidentiality obligations, is independently developed without use of the other Party’s Confidential Information or is rightfully received from a third party without duty of confidentiality.

2.4 “Customer Content” means all data, information, materials, text, images, codes, models, configurations, logs, usage data, or other content provided or made available by or for Customer in connection with the Services or Third-Party Products, including any personal information contained therein. For clarity, prompts (or prompt models) will be part of Customer Content only where they are Deliverables. Notwithstanding the foregoing, Customer acknowledges at all times that Company can reuse best practices and general prompt techniques. Furthermore, elements (including prompts and scripts) which are not subject of appropriation through Intellectual Property rights shall be excluded from Customer Content.

2.5 “Deliverables” means all the items described in a SOW (e.g., configurations, scripts, templates, connectors, data pipelines, documentation, runbooks, and reports) that will be provided by Company to Customer as part of the Services.

2.6 “Foreground IP” has the meaning ascribed to it by section 6.2.

2.7 “Intellectual Property” or “IP” means all intellectual property rights, including copyrights, trade secrets, patents, trademarks, domain names, and all moral rights, and all applications and registrations therefor.

2.8 “Platform” means Company’s platform and environment (currently known as “SquadBox”), including any associated tools, interfaces, configurations, modules, and any updates or upgrades thereto.

2.9 “Services” means professional, integration, setup, implementation, consulting, support, or maintenance services provided by Company to Customer under any SOW. For the purposes of these TOS, Services alone, where applicable, include the Deliverables, Platform and software licensing (when provided).

2.10 “SOW” refers to a statement of work, meaning a written document signed by both Parties describing more specifically the scope, fees, term, and other modalities for the applicable Services, which may be of Type A, Type B, or Type C.

2.11 “Third-Party Products” means softwares, platforms, or services provided by third parties (such as Microsoft), including any associated licenses, subscriptions, Credits, and usage-based resources.

2.12 “Third-Party” refers to all that it relates to in these TOS regarding Third-Party Products or Third-Party Terms.

2.13 “Credits” means metered consumption units or credits for usage-based services (e.g., AI inference, compute, storage, or API calls) that may be included in or attached to a SOW, whether offered by Company or by Third-Party providers, and resold or allocated to Customer.

3.1 Type A – Right of Use and Initial Setup. Grants access and use to the Platform and/or Third-Party Products, configures Customer’s infrastructure, covers identity and access management, baseline security, and other setup activities specified in the SOW. Type A Services may also involve software licensing where applicable in a SOW.

3.2 Type B – Special Projects. Entails circumscribed projects to integrate specialized components, connectors to Third-Party systems, data pipelines, or other technical requirements. These may be fixed-fee or time-and-materials. It may include a recurring monthly fee for support and maintenance of a specialized component deployed in Customer’s own platform for instance.

3.3 Type C – Consulting Services. Provides advice to evaluate use cases, architecture, and roadmaps, and to guide Customer in shaping and planning future initiatives.

3.4 Each SOW will at least specify the scope, Deliverables, acceptance criteria, dependencies, assumptions, timeline, fees and expenses, Credits allocations, Third-Party Products, change control, and any support/ maintenance modalities.

4.1 Customer’s access to and use of Third-Party Products are governed by the applicable Third-Party Terms, which Customer hereby accepts to comply with. For clarity, Company does not grant any rights in or over Third-Party IP.

4.2 For Microsoft products (being part of Third-Party Products overall), Customer may be required to accept Microsoft’s customer agreements, product terms, data protection terms, and acceptable use policies. Service levels, warranties, uptime, and support for Microsoft products are as provided by Microsoft, unless expressly stated otherwise in the SOW.

4.3 Company may resell or administer Third-Party Products for Customer and for which administrative privileges would be needed. Customer hereby authorizes Company to act as its reseller/ administrator solely to the extent necessary to provide, manage, and support the Third-Party Products under the applicable SOW.

5.1 Fees. Customer will pay the fees set out in each applicable SOW. Unless stated otherwise in the SOW, fees are exclusive of taxes, duties, and withholdings, Customer being responsible for assuming all such additional amounts where applicable.

5.2 Credits and Usage. Credits may be estimated in the SOW and are subject to Customer’s actual use. Expired and additional Credits will be invoiced at the then-current rates (or pass-through Third-Party rates). Customer is responsible for all usage by its users and systems, and for implementing reasonable controls to prevent unauthorized or prohibited usages.

5.3 Price Changes. For Third-Party Products or Credits, pricing may change based on supplier changes. Company may notify Customer of such changes in writing, or as otherwise provided in the SOW.

5.4 Invoicing and Payment. Unless otherwise stated in the SOW, payments are due within thirty (30) days of the invoice date. Late amounts may accrue interest at 1.5% per month, i.e., 18% per annum (or the maximum allowed by law, if lower). Company may suspend the Services or access to Third-Party Products for overdue amounts after having sent to Customer a written notice in conformity with Section 12.2.

5.5 Non-cancellable Items. Customer understands that certain Third-Party subscriptions or prepaid Credits may be non-cancellable nor refundable for their committed term as specified in the SOW or in the Third-Party Terms (the latter having priority over the SOW by default in this regard).

6.1 Background IP and reservation of rights. Each party retains all right, title and interest in and to its Background IP. No right, title or interest in either Party’s Background IP is transferred or granted except as expressly set out in this Section 6. All rights not expressly granted are reserved.

6.2 Foreground IP ownership, assignment and cooperation. Unless expressly transferred in the applicable SOW, all Deliverables, customizations, configurations, scripts, templates, connectors, models, documentation, and other work product created by or on behalf of Company in performing any SOW (collectively, “Foreground IP”) shall be owned exclusively by Company. To the extent any right, title or interest in the Foreground IP vests in Customer by operation of law, Customer hereby irrevocably assigns such right, title and interest to Company and shall, at Company’s cost, execute and deliver such further documents and do such further acts as Company may reasonably request to give full effect to this Section. To the extent permitted by applicable law, Customer waives, and shall cause its personnel to waive, any moral rights they may have in the Foreground IP.

6.3 Limited license to use Deliverables/Foreground IP (and only necessary Background IP). Subject to timely payment of all applicable amounts and compliance with these TOS and the applicable SOW, Company grants Customer a limited, non-exclusive, non-transferable (except as permitted under Section 14.6), and non-sublicensable right to use, for Customer’s internal business purposes only: (a) the Deliverables and Foreground IP; and (b) solely to the extent strictly necessary to exercise the foregoing right, any Company Background IP embodied in, or required to use, the Deliverables and Foreground IP; in each case, only with the Platform and/or Third-Party Products identified in the SOW and only during the term stated in the SOW (or, if not stated, during the subscription term of the underlying Platform/Third‑Party Products). For clarity, no rights are granted to Company’s Services, methodologies, tools, know-how, or underlying technology except as expressly set out above, and no source code is provided unless and only to the extent expressly stated in the SOW. Any broader rights or transfers must be expressly stated in the SOW.

6.4 Software licensing (where applicable). Without limiting Section 6.3, if an SOW identifies a portion of the Deliverables/Foreground IP as being provided under a software license, Company grants Customer a non-exclusive, non-transferable (except as permitted under Section 14.6), and non-sublicensable license to use such portion solely as identified in the applicable SOW and subject to any use parameters stated therein.

6.5 Open-source and Third-Party components. Deliverables may incorporate open-source or Third-Party components provided under their own licenses. Those licenses govern Customer’s use of such components. Customer shall comply with all such licenses.

6.6 No implied non-infringement warranty. Except to the extent expressly stated in an SOW, Company makes no representation or warranty of non-infringement with respect to the Services, Deliverables, or any Third-Party Products.

6.7 Publicity. Customer grants Company the right to identify Customer by name and a worldwide, non-exclusive, royalty-free license to use Customer’s trademarks and logos in Company’s marketing materials (including on its website and in social media) to identify Customer as a customer. Customer represents and warrants that it has the necessary rights to grant the foregoing. Company will comply with any reasonable written brand guidelines provided by Customer. Upon written request, Customer may ask Company to remove Customer’s trademarks and logos for the future.

6.8 License to Company for Customer Background IP and Customer Materials. Customer grants Company a worldwide, non-exclusive, royalty-free license, during the term of these TOS and the applicable SOW(s), to use, reproduce, host, display, perform, transmit, adapt, modify and create derivative works from Customer’s Background IP and Customer materials (including Customer data), (i) as necessary for Company and its subcontractors to perform the Services, develop, configure, test, support and maintain the Deliverables and Foreground IP for Customer, and to integrate them with the Platform and/or Third-Party Products identified in the SOW, and (ii) to the extent permitted by law, for the quality and improvement purposes described in Section 7.6. Company may sublicense the foregoing rights to its affiliates and subcontractors for the foregoing purposes and subject to confidentiality obligations no less protective than those in these TOS. Except for archival, dispute-resolution or compliance purposes, this license terminates when Company’s performance obligations under the applicable SOW(s) end (and for more certainty, this termination shall not affect the right of the Company to continue to use and commercialize Foreground IP it owns under this agreement).

6.9 Feedback. Customer, or any related person (e.g., its employees, etc.), may from time to time provide suggestions, ideas, enhancement requests, recommendations or other feedback relating to the Services, Deliverables or Company technology (“Feedback”). Customer hereby assigns (and shall cause its related persons to assign) to Company all right, title and interest in and to the Feedback, and, to the extent an assignment is not permitted by applicable law, grants Company a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty‑free license to use, practice, disclose, reproduce, modify, license, distribute and otherwise exploit the Feedback for any purpose. To the extent permitted by applicable law, Customer waives, and shall cause its related persons to waive, any moral rights in the Feedback.

7.1 Cooperation. Customer will provide timely access to information, systems, environments, personnel, and decision-makers necessary for Company to perform the Services and will ensure that prerequisites and assumptions in the SOW are met.

7.2 Environment and Security. Unless otherwise stated in the SOW, Customer is responsible for its own environments, networks, identity, and access controls, including user provisioning, permissions, and monitoring of usage and Credits.

7.3 Rights and Consents. Customer (a) represents and warrants that it owns or has obtained and will maintain all rights, licenses, consents, notices, and permissions necessary to provide Customer Content (including data and personal information) to Company and to Third-Party Products; and (b) authorizes the access, use, storage, international transfer, and processing of Customer Content to execute these TOS and any applicable SOW. Customer further represents and warrants that such provision and processing of Customer Content does not infringe or misappropriate any third-party rights and complies with all applicable laws and regulations.

7.4 Lawful Use. Customer will use the Services and Third-Party Products for lawful purposes only and will not use them to violate IP rights, privacy rights, or applicable acceptable use policies (including Microsoft’s). Company may remove or disable access to the Services and/ or Third-Party Products that it reasonably believes violates this Section.

7.5 Indemnity by Customer. Customer will defend, indemnify, and hold harmless Company and its shareholders, officers, directors, agents, employees, subcontractors, vendors and licensors from and against third-party claims, damages, penalties, costs, and expenses (including reasonable legal fees) arising out of or related to Customer Content, Customer’s reprehensible use of the Services / Third-Party Products, or Customer’s violation of Third-Party Terms or third-party rights.

7.6 Quality and Improvement. Subject to Sections 8 and 13 and the applicable laws and regulations, Customer authorizes Company to use Customer Content and related telemetry/ usage data: (a) to provide, maintain, secure, and support the Services; (b) to ensure quality, troubleshooting, security, and service analytics; and (c) to develop, enhance, and improve Company’s offerings, including for research and development purposes. Where feasible, Company will use Aggregated/ De-identified Data for the purposes of this Section. Company will not disclose Customer Content to third parties except as permitted under these TOS, a SOW, or with Customer’s written consent.

8.1 Each Party will: (a) use the other Party’s Confidential Information solely to execute these TOS and any SOW; (b) not disclose it to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective; and (c) protect it using at least the same degree of care it uses to protect its own Confidential Information, and no less than a reasonable standard of care.

8.2 Without limiting the foregoing, a Party may disclose Confidential Information to the extent required by law, regulations, or a court order, provided it gives a prompt written notice (where legally permissible) and cooperates in seeking protective treatment.

8.3 Confidentiality obligations survive for five (5) years from the disclosing Party’s disclosure, except for Company’s trade secrets.

10.1 Company will perform the Services of merchantable quality and in a professional manner using personnel with appropriate skills and experience.

10.2 Except as expressly provided in these TOS, and to the fullest extent permitted by law, Company disclaims all warranties and conditions, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Company does not control and is not responsible for Third-Party Products, which are provided under their own Third-Party Terms. Furthermore, while Company will use commercially reasonable efforts to ensure that AI assistant provides semantically correct answers or generated texts, it does not guarantee in any way that the tone, content, style or voice of such assistant will conform with Customer’s preferences. However, these parameters (tone, content, style or voice of the assistant) may be adjusted as per the number of times prescribed in the applicable SOW if prescribed and on a Time & Materials approach.

11.1 To the fullest extent permitted by law, COMPANY will NOT be liable for any indirect or punitive damages, or incidental, consequential, special, exemplary Damages where applicable, or loss of profits, revenue, goodwill, or data/ CUSTOMER CONTENT, even if advised of the possibility of such damages.

11.3 Company will not be liable for failure or delay due to causes beyond its reasonable control (e.g., acts of God, labor disputes, internet or utility failures, cyberattacks, government actions), provided it uses reasonable efforts to mitigate the disruption of Services if possible.

12.1 Term. These TOS take effect upon the earliest of the execution of a SOW or the beginning of the Services and continue until terminated as provided herein. Although each SOW possesses its own specified term, it remains subject to this Section 12 which may otherwise set an end to said specified term.

12.2 Termination for Cause. Either Party may terminate a SOW (or these TOS in their entirety if the breach affects all SOWs) for material breach if the breach remains uncured thirty (30) days after the written notice describing the breach. Either Party may immediately terminate these TOS upon a written notice if the other becomes insolvent, ceases to carry on business, or is the subject of bankruptcy, receivership, or similar proceedings, or in case of a serious breach (including detrimental to the business and reputation of either Party).

12.3 Suspension. Company may suspend all Services and/ or access to the Third-Party Products upon written notice until Customer’s default(s) is fully cured if: (a) amounts are overdue and not paid following Company’s written notice under Section 12.2; (b) Customer’s use poses a security risk or may subject Company or a Third-Party provider to liability; or (c) Customer violates Third-Party Products or Third-Party Terms. Notwithstanding suspension, Company may otherwise terminate these TOS and any SOW in accordance with this Section 12.

12.4 Effect of Termination. Upon termination: (a) all amounts owed for the Services rendered, Credits used (or non-used and owed), and non-cancellable Third-Party commitments until termination become immediately due; (b) Customer’s entire rights to access or use the Services and Third-Party Products ceases; (c) each Party will, upon request, return or destroy the other’s Confidential Information (subject to standard backup retention and legal holds for legitimate purposes); and (d) Company will destroy all Customer Content after a period of no less than thirty (30) days, unless Customer has requested the deletion of internal data beforehand by virtue of the Undertaking for the portion of these where applicable, the whole subject to the extent provided in Section 7.6.

13.1 If Company processes personal information on behalf of Customer, the Company will follow its Undertaking.

13.2 The Parties will comply with applicable privacy laws, including Québec’s Act respecting the protection of personal information in the private sector, as it may be amended from time to time.

14.1 Entire Agreement. These TOS, together with all SOWs and any additional documents expressly incorporated by reference, constitute the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, proposals, or communications, whether written or oral.

14.2 Interpretation. In case of conflict, these TOS prevail over any SOW and additional documents, unless a specific SOW provision explicitly states that it overrides some dispositions of the TOS as specifically identified. For clarity: (a) Third-Party Terms keep governing the use of Third-Party Products; (b) headings are for convenience only; (c) and “including” it means “including without limitation” in these TOS.

14.3 Severability. If any provision of these TOS is held invalid, null, or with no effect, the remainder of the TOS shall not be affected, reduced or invalidated, and all other provisions shall remain valid and enforceable to the fullest extent permitted by law.

14.4 Updates. Company reserves the right to modify these TOS from time to time by sending to Customer a thirty (30) days prior written notice with the new TOS. Any such updates will automatically take effect following the thirty (30) days’ notice, unless Customer sends to Company a written notice indicating its refusal before the applicable update takes effect. Such refusal, if any, shall terminate these TOS and any SOW between the Parties, unless as expressly agreed otherwise in writing between the Parties.

14.5 Subcontracting. Company may subcontract aspects of the Services, provided Company remains responsible for its subcontractors’ performance.

14.6 Assignment. Neither Party may assign these TOS or any SOW without the other Party’s prior written consent, except that either Party may assign them to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, with notice.

14.7 Notice. All notices and other authorizations or communications required under these TOS shall be in writing and delivered by email to:

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• Company: [email protected] 
• Customer: to the email address provided by Customer to Company.

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All that is sent outside of the normal business hours of Company will be deemed received on the next business day. The Parties also undertake to promptly inform each other of any changes to the contact details listed above in an appropriate manner.

14.8 Independent Contractors. The Parties are independent contractors. The relationship is non-exclusive. Neither Party is the agent, partner, joint venturer, or legal representative of the other, and neither has authority to bind the other.

14.9 Non-exclusivity. Nothing in these TOS shall restrict Company’s ability to grant a right of use or offer its products and services, directly or indirectly, including through third-party companies, to persons that may operate in the same field as Customer or within the same territory.

14.10 Compliance with Law. Each Party will comply with all the applicable laws and regulations, including privacy, data protection, and export control/ sanctions laws. Customer will not provide data subject to special industry-specific regulations (e.g., HIPAA, PCI) unless expressly agreed in the SOW. Customer will not, by any means, export, re-export, or transfer the Services or Third-Party Products in violation of export control or sanctions laws.

14.11 Governing Law. These TOS and all SOWs are governed by the laws of the Province of Québec and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

14.12 Jurisdiction. The Parties expressly agree that any legal proceedings arising in connection with the TOS must be submitted to a court of competent jurisdiction in the district of Montreal, Province of Québec.

14.13 Language. Customer acknowledges having had the opportunity to read these TOS and the related documents which have been remitted in French and accepts to be bound by them in English. Le Client reconnaît avoir eu l’opportunité de prendre connaissance des TOS et les documents s’y rattachant qui ont été remis en français et accepte d’être lié par la version anglaise.

14.14 No Third-Party Beneficiaries. Except as expressly stated in Third-Party Terms, there are no third-party beneficiaries to these TOS.

14.15 Survival. Sections 6 (except 6.4 and 6.8), 7.3 à 7.6, 8.3 (for trade secrets), 9 (for the prescribed period), 10, 11, 12.4 and 14 shall survive at the end of these TOS.