CLOUD SERVICES AGREEMENT

Version: 1.0
Last modified: 28-12-2025

This Cloud Services Agreement (this "Cloud Services Agreement"), effective as of the date identified on the Service Order Form (the "Effective Date"), is by and between Advance Together AI Incorporated ("Provider") and Customer identified on the Service Order Form as the customer ("Customer"). Provider and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."

BY SIGNING THE SERVICE ORDER FORM OR USING THE SERVICES CUSTOMER: (A) ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS CLOUD SERVICES AGREEMENT; (B) REPRESENTS AND WARRANTS THAT CUSTOMER HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THE AGREEMENT; AND (C) ACCEPTS THIS CLOUD SERVICES AGREEMENT AND AGREES THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS.

IF CUSTOMER DOES NOT AGREE TO THESE TERMS, PLEASE DO NOT SIGN ANY SERVICE ORDER FORM. IF CUSTOMER DOES NOT ACCEPT THESE TERMS, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES.

  1. Definitions.

    1. “Additional Hours” means the additional hours of Service usage that Customer may purchase in a month.
    2. “Action” any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, investigative, regulatory or other, whether at law, in equity or otherwise.
    3. "Aggregated Statistics" means data and information related to Customer's use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
    4. “Agreement” means collectively the Service Order Form(s) and this Cloud Services Agreement.
    5. "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Cloud Services Agreement; and (ii) for whom access to the Services has been purchased hereunder.
    6. "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
    7. "Customer Systems" means the Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services.
    8. "Documentation" means Provider's end user documentation and instructional videos relating to the Services available at advance911.ai.
    9. “Harmful Code” means any software, hardware or other technology, device or means, including any virus, trojan horse, worm, backdoor, malware or other malicious computer code, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any: (i) computer, software, firmware, hardware, system or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Provider IP as intended by this Cloud Services Agreement. Harmful Code does not include any Provider Disabling Device.
    10. “Initial Service Order Form” means the initial Service Order Form.
    11. “IP Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection in any part of the world.
    12. "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, provincial, territorial, municipal, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
    13. “Losses” mean all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable legal fees, disbursements and charges, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
    14. “Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
    15. “Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information or other content, and "Processing" and "Processed" have correlative meanings.
    16. “Provider Disabling Device” means any software, hardware or other technology, device or means (including any back door, time bomb, time out, drop dead device, software routine or other disabling device) used by Provider or its designee to disable Customer's or any Authorized User's access to or use of the Services automatically with the passage of time or under the positive control of Provider or its designee.
    17. "Provider IP" means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services, but does not include Customer Data.
    18. “Service Order Form” means each service order form entered into by the Parties referencing this Cloud Services Agreement.
    19. “Services” means the services provided by Provider under this Cloud Services Agreement and described in one or more sequentially numbered Service Order Forms.
    20. “Package” means the package chosen by Customer and described in one or more sequentially numbered Service Order Forms.
    21. "Third-Party Products" means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services, including any open-source software available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licences, or any other licence that is approved by the Open Source Initiative.
    22. “Total Hours” means the allotted number of hours of Service usage per calendar month under Customer’s chosen Package, including any Additional Hours purchased.
    23. “Trial Period” means a fourteen (14) day period during which Customer may evaluate the Services without charge, provided that termination of the Agreement occurs in accordance with Section 14(b)(vi).

  2. Access and Use.

    1. Provision of Access. Subject to and conditioned on Customer's payment of Fees and compliance with all other terms and conditions of this Cloud Services Agreement, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 15(i)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use for training purposes only. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. Customer will not exceed the Total Hours as set forth in the applicable Service Order Form, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder. If Customer exceeds the allotted hours for the month, they must either cease using the Services or purchase Additional Hours, which may be acquired directly through the Services.

    2. Documentation Licence. Subject to the terms and conditions contained in this Cloud Services Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 15(i)) licence to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.

    3. Use Restrictions. Customer shall not, and shall not permit any other person to, access or use the Provider IP except as expressly permitted by this Cloud Services Agreement and, in the case of Third-Party Products, the applicable third-party licence agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Cloud Services Agreement expressly permits:

      1. copy, modify, or create derivative works or improvements of the Provider IP;
      2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Provider IP, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
      3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Provider IP, in whole or in part;
      4. bypass or breach any Provider Disabling Device, security device, or protection used by the Provider IP or access or use the Provider IP other than by an Authorized User through the use of their own then valid access credentials;
      5. input, upload, transmit, or otherwise provide to or through the Provider IP, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
      6. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Provider IP, or Provider's provision of services to any third party, in whole or in part;
      7. remove, delete, alter, or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Provider IP, including any copy thereof;
      8. access or use the Provider IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any IP Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Provider customer), or that violates any applicable Law;
      9. access or use the Provider IP in any manner or for any purpose that violates any professional ethics standards;
      10. access or use the Provider IP in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Provider IP could lead to personal injury or severe physical or property damage;
      11. access or use the Provider IP in conjunction with sensitive information;
      12. access or use the Provider IP with phone numbers for which Customer does not have permission; or
      13. access or use the Provider IP for real 911 calls; or
      14. otherwise access or use the Provider IP beyond the scope of the authorization granted under this Section 2(c).

    4. Compliance Measures. The Services may contain technological copy protection or other security features designed to prevent unauthorized use of the Services, including features to protect against use of the Services beyond the scope of the authorization granted herein or prohibited herein. Customer shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to, any such copy protection or security features.

    5. Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Cloud Services Agreement. Except for the limited rights and licences expressly granted under this Cloud Services Agreement, nothing in this Cloud Services Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any IP Rights or other right, title, or interest in or to the Provider IP.

    6. Suspension. Notwithstanding anything to the contrary in this Cloud Services Agreement, Provider may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP, (B) Customer's or any Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider, (C) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities, (D) subject to applicable Law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (E) Provider's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 7(a) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

    7. Subcontractors. Provider may, from time to time, in its discretion engage third parties to perform Services (each, a "Subcontractor").

    8. Changes. Provider reserves the right, in its sole discretion, to make any changes to the Provider IP that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Provider's services to its customers; (ii) the competitive strength of or market for Provider's services; or (iii) the cost efficiency or performance of the Services; or (b) to comply with applicable law. Without limiting the foregoing, and subject to Section 15(d), either Party may, at any time during the Term, request in writing changes to the Services. The Parties shall evaluate and, if agreed, implement all such requested changes. No requested changes will be effective unless and until memorialized in a written change order (“Change Order”) signed by both Parties whether made by an additional Service Order referencing the Initial Service Order and any additional Service Order or by a new Service Order reflecting and memorializing all changes made to the Services ordered by Customer.

    9. Aggregated Statistics. Notwithstanding anything to the contrary in this Cloud Services Agreement, Provider may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable Law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.

  3. Customer Responsibilities.

    1. General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Cloud Services Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Cloud Services Agreement if taken by Customer will be deemed a breach of this Cloud Services Agreement by Customer. Customer shall use all reasonable efforts to make all Authorized Users aware of this Cloud Services Agreement’s provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions. Authorized Users are subject to the provisions of the Authorized User Terms of Use located at Authorized User Terms, as may be amended from time to time.

    2. Acceptable Use. The Services may not be used for unlawful, fraudulent, offensive, or obscene activity. Customer shall comply with all terms and conditions of this Cloud Services Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on Acceptable Use Policy from time to time.

    3. System Control. Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Provider IP by any person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any:

      1. information, instructions, or materials provided by any of them to the Services or Provider;
      2. results obtained from any use of the Provider IP; and
      3. conclusions, decisions, or actions based on such use.

    4. Passwords and Access Credentials. Customer shall be responsible for keeping Customer’s, and any Authorized User’s, passwords and access credentials associated with the Services confidential. Customer shall not sell or transfer them to any other person or entity. Customer shall promptly notify Provider about any unauthorized access to Customer’s, or any Authorized User’s, passwords or access credentials. Customer shall not create accounts for Authorized Users.

    5. Effect of Customer Failure or Delay. Provider is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Cloud Services Agreement.

    6. Third-Party Products. Provider may from time to time make Third-Party Products available to Customer. For purposes of this Cloud Services Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow through provisions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.

    7. Artificial Intelligence. Customer acknowledges and agrees that the use of artificial intelligence (“AI”) within the Services is not a replacement for thorough review and should be used in conjunction with best practices. The use of AI does not replace Customer's, or any Authorized User’s, professional judgment, and the quality of any output is dependent on the quality of input provided. Customer acknowledges and agrees that AI may hallucinate and the use of AI can produce unpredictable results. PROVIDER DOES NOT GUARANTEE OR IMPLY COMPLETE OR NEAR-COMPLETE ACCURACY WHEN USING AI, AS IT RELIES ON THIRD-PARTY AI MODELS. CUSTOMER SHALL VERIFY ALL AI OUTPUTS.

    8. Training Disclaimer. Customer shall be responsible for training its personnel, including its Authorized Users, regarding use of the Services. The Services do not constitute professional advice. Customer shall be responsible for ensuring compliance with all Laws and must exercise independent professional judgment when using the Services. Customer shall ensure that it tests all AI outputs prior to use and utilizes professional judgment to ensure AI outputs are not offensive to any Authorized Users or otherwise are not in compliance with all Laws. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PROVIDER IP SHALL NOT BE USED AS A REPLACEMENT FOR OTHER FORMS OF TRAINING OF CUSTOMER’S PERSONNEL AND PROVIDER MAKES NO GUARANTEES WITH RESPECT TO THE PERFORMANCE AND TRAINING OF CUSTOMER’S PERSONNEL.

    9. Likeness. Customer shall be responsible for ensuring it is entitled to use its Authorized Users’ voices and voiceprints with the Services.

  4. Support and Scheduled Maintenance.

    1. Support. This Cloud Services Agreement does not entitle Customer to any support for the Services. Subject to Section 4(b), Provider will endeavour to make commercially reasonable efforts to ensure the Services function as intended. However, Provider does not guarantee uninterrupted availability and is not liable for disruptions caused by third-party service providers beyond its control.

    2. Scheduled Maintenance. Provider will use commercially reasonable efforts to notify Customer via a notice on its website advance911.ai twenty-four (24) hours in advance of any scheduled maintenance. Provider shall not be responsible for the Services being unavailable during such scheduled maintenance or for any unscheduled disruptions.

  5. Data Backup. The Services do not replace the need for Customer to maintain regular data backups or redundant data archives. PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.

  6. Data Privacy and Security.

    1. Information Security Obligations. Provider will employ security measures in accordance with applicable Law, and Provider's privacy policy as amended from time to time, as available at Privacy Policy (or a successor website) (the "Privacy Policy").

    2. Privacy. Provider complies with its Privacy Policy, in providing the Services and is incorporated by reference into this Cloud Services Agreement. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, Customer acknowledges that it has reviewed and accepted the Privacy Policy, and Customer consents to all actions taken by Provider with respect to Customer’s information in compliance with the then-current version of Privacy Policy.

    3. Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (d) Customer Systems; (e) the security and use of Customer's and its Authorized Users' access credentials; and (f) all access to and use of the Provider IP directly or indirectly by or through the Customer Systems or its or its Authorized Users' access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

    4. Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all access credentials and protect against any unauthorized access to, or use of, the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Services.

  7. Fees and Payment.

    1. Fees. Customer shall pay Provider the fees ("Fees") as set forth in a Service Order Form without off-set or deduction. Customer shall make all payments hereunder in Canadian dollars in advance and in no event later than the first (1st) day of each month. If Customer fails to make any payment when due, without limiting Provider's other rights and remedies:

      1. Provider may charge interest on the past due amount at the rate of eight percent (8%) per annum or, if lower, the maximum amount permitted under applicable Law;
      2. Customer shall reimburse Provider for all costs incurred by Provider in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and
      3. if such failure continues for thirty (30) days or more, Provider may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

    2. Taxes. All Fees and other amounts payable by Customer under this Cloud Services Agreement are exclusive of taxes and similar assessments. Customer is responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.

    3. Payment. Where pre-authorized payment is agreed upon, Customer hereby authorizes Provider to charge Customer’s credit card or debit from its bank account for all outstanding Fees, taxes and charges and outstanding account balances due under this Cloud Services Agreement, and this constitutes Provider’s good and sufficient authority for so doing.

    4. Fee Increases. Provider may increase Fees for any Renewal Term by providing written notice to Customer at least thirty (30) calendar days before the commencement of a such Renewal Term, and an applicable Service Order Form will be deemed amended accordingly.

    5. No Refunds. ALL AMOUNTS PAID TO PROVIDER PURSUANT TO THIS CLOUD SERVICES AGREEMENT SHALL BE NON-REFUNDABLE. ONCE THE SERVICE ORDER FORM IS EXECUTIED BY THE PARTIES, CUSTOMER SHALL BE LIABLE FOR THE TOTAL PAYMENT DUE, WHETHER OR NOT CUSTOMER ACTUALLY USES THE SERVICES.

  8. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is:

    1. in the public domain;
    2. known to the receiving Party at the time of disclosure;
    3. rightfully obtained by the receiving Party on a non-confidential basis from a third party; or
    4. independently developed by the receiving Party.

    The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Cloud Services Agreement, including to make required court filings.

    On the expiration or termination of the Cloud Services Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.

    Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire two (2) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Cloud Services Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

  9. Intellectual Property Ownership; Feedback.

    1. Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all IP Rights, in and to the Provider IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all IP Rights, in and to the Third-Party Products.
    2. Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all IP Rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
    3. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.

  10. Representations and Warranties. Customer represents, warrants, and covenants to Provider that Customer owns or otherwise has, and will have, the necessary rights and consents in and relating to the Customer Data so that, as received by Provider and Processed in accordance with this Cloud Services Agreement, they do not and will not infringe, misappropriate, or otherwise violate any IP Rights, or any privacy or other rights of any third party or violate any applicable Law. Customer further represents, warrants, and covenants to Provider that Provider may use Customer’s Authorized Users’ voices and voiceprints with the Services to enable Provider to use, display, publicly perform, exhibit, reproduce, license, and permit others to use Authorized Users’ voices, voiceprints, and all materials created by or on behalf of Provider that incorporate any of the foregoing for the provision of the Services to Customer.

  11. DISCLAIMER OF CONDITIONS AND WARRANTIES. ALL SERVICES AND PROVIDER IP ARE PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THE AGREEMENT, AND PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL

    1. MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS;
    2. OPERATE WITHOUT INTERRUPTION;
    3. ACHIEVE ANY INTENDED RESULT;
    4. BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES; OR
    5. BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

  1. Indemnification.

    1. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider and its Subcontractors and affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a "Provider Indemnitee") from and against any and all Losses incurred by such Provider Indemnitee resulting from any Action by a third party (other than an affiliate of a Provider Indemnitee) that arise out of or result from, or are alleged to arise out of or result from:

      1. Customer Data, including any Processing of Customer Data by or on behalf of Provider in accordance with this Cloud Services Agreement;
      2. any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any Authorized User, including Provider's compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by Provider;
      3. use of the Provider IP in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing;
      4. use of the Provider IP in a manner not authorized by this Cloud Services Agreement;
      5. modifications to the Provider IP not made by Provider;
      6. allegation of facts that, if true, would constitute Customer's breach of any of its representations, warranties, covenants, or obligations under this Cloud Services Agreement;
      7. use of Customer’s personnel’s, including its Authorized Users, voices and voiceprints;
      8. Customer’s non-compliance with Laws; or
      9. negligence or more culpable act or omission (including recklessness or wilful misconduct) by Customer, any Authorized User or any third party on behalf of Customer or any Authorized User, in connection with this Cloud Services Agreement.

    2. Indemnification Procedure. Provider shall promptly notify Customer in writing of any Action for which Provider believes it is entitled to be indemnified pursuant to Section 12(a). Provider shall cooperate with Customer at the Customer’s sole cost and expense. Customer shall promptly assume control of the defence and shall employ counsel reasonably acceptable to Provider to handle and defend the same, at the Customer’s sole cost and expense. Provider may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

    Customer shall not settle any Action without Provider’s prior written consent. If Customer fails or refuses to assume control of the defense of such Action, Provider shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to Customer, in each case in such manner and on such terms as Provider may deem appropriate. Provider’s failure to perform any obligations under this Section 12(b) will not relieve Customer of its obligations under this Section 12 except to the extent that Customer can demonstrate that it has been materially prejudiced as a result of such failure. Provider shall have the right, at its option, to defend itself against any such Action or to participate in the defense thereof by counsel of its own choice.

    1. Mitigation. If any of the Provider IP are, or in Provider's opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party IP Right, or if Customer's or any Authorized User's use of the Provider IP is enjoined or threatened to be enjoined, Provider may, at its option and sole cost and expense:
      1. obtain the right for Customer to continue to use the Provider IP materially as contemplated by this Cloud Services Agreement;
      2. modify or replace the Provider IP, in whole or in part, to seek to make the Provider IP (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Provider IP under this Cloud Services Agreement; or
      3. by written notice to Customer, terminate this Cloud Services Agreement with respect to all or part of the Provider IP, and require Customer to immediately cease any use of the Provider IP or any specified part or feature thereof.

  2. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY:

    1. CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES;
    2. INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS;
    3. LOSS OF GOODWILL OR REPUTATION;
    4. USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR
    5. COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THE AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR TWELVE THOUSAND DOLLARS ($12,000 CAD), WHICHEVER IS LESS.

  1. Term and Termination.

    1. Term. The initial term of the Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Cloud Services Agreement's express provisions, will continue in effect until one (1) year from such date (the "Initial Term"). The Agreement will automatically renew for additional successive one (1)-year terms unless earlier terminated pursuant to this Cloud Services Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term").

    2. Termination. In addition to any other express termination right set forth in this Cloud Services Agreement:

      1. Provider may terminate the Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than fourteen (14) days after Provider's delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) or Section 8;
      2. Provider may terminate the Agreement, effective on written notice to Customer, if Customer breaches this Cloud Services Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after Provider provides Customer with written notice of such breach;
      3. Provider may terminate the Agreement, effective thirty (30) days after the email communication sent to Customer as set forth in Section 15(d), if Customer disputes or fails to acknowledge any modifications to this Cloud Services Agreement as set forth in Section 15(d);
      4. Provider, in its sole discretion, may terminate the Agreement at any time without cause and without causing any breach or incurring any additional obligation, liability, or penalty, by providing at least thirty (30) days’ prior written notice to Customer;
      5. either Party may terminate the Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, liquidator or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or
      6. Customer may terminate the Agreement without cause and without any additional obligation at any time prior to the expiration of the Trial Period, by providing written notice to Provider before the Trial Period ends.

    3. Effect of Expiration or Termination. Upon expiration or earlier termination of the Agreement:

      1. all rights, licences, consents, and authorizations granted by either Party to the other hereunder will immediately terminate;
      2. Provider shall immediately cease all use of any Customer Data or Customer’s Confidential Information;
      3. Customer shall immediately cease use of any of the Provider IP and, without limiting Customer's obligations under Section 8, Customer shall: (A) destroy all documents and tangible materials containing, reflecting, incorporating, or based on any Provider IP or Provider's Confidential Information; and (B) permanently erase all Provider IP and Provider's Confidential Information from all computer systems that Customer directly or indirectly controls;
      4. notwithstanding anything to the contrary in this Cloud Services Agreement, with respect to information and materials then in its possession or control Provider may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course;
      5. Provider may disable all Customer and Authorized User access to the Services and Provider IP;
      6. If Provider terminates the Agreement under Section 14(b)(i) or 14(b)(ii), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously accrued but not yet paid Fees;
      7. If Provider terminates the Agreement under Section 14(b)(iv), Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and Provider will refund to Customer Fees paid in advance for Services that Provider has not performed as of the effective date of termination; and
      8. If Provider terminates this Agreement under Section 14(b)(vi), Customer will be relieved of any obligation to pay any Fees and Provider will refund to Customer Fees paid in advance for Services that Provider has not performed as of the effective date of termination. Except for as provided in Section 14(c)(vii), no expiration or termination of the Agreement will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.

    4. Survival. This Section 14(d) and Section 1 (Definitions), Section 7 (Fees and Payment), Section 8 (Confidential Information), Section 9 (Intellectual Property Ownership; Feedback), Section 10 (Representations and Warranties), Section 11 (Disclaimer of Conditions and Warranties), Section 12 (Indemnification), Section 13 (Limitations of Liability), and Section 15 (Miscellaneous) shall survive any termination or expiration of this Cloud Services Agreement. No other provisions of this Cloud Services Agreement survive the expiration or earlier termination of this Cloud Services Agreement.

  2. Miscellaneous.

    1. Entire Agreement; Paramountcy. This Cloud Services Agreement, together with any other documents incorporated herein by reference and all related exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Cloud Services Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Cloud Services Agreement, the Service Order Forms, the related exhibits, and any other documents incorporated herein by reference, the following order of precedence governs:

      1. first, the applicable Service Order Form;
      2. second, this Cloud Services Agreement, excluding its Exhibits;
      3. third, the exhibits to this Cloud Services Agreement as of the Effective Date; and (iv) fourth, any other documents incorporated herein by reference.

    2. Notices. Except for a posting under Section 4 and Section 15(d), each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Cloud Services Agreement (other than routine communications having no legal effect) (each, a "Notice") in writing and addressed to the other Party at the addresses set forth on the Initial Service Order Form (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). Notices sent in accordance with this Section will be conclusively deemed validly and effectively given: (a) on the date of receipt, if delivered by personal delivery, or by a nationally recognized same day or overnight courier (with all fees prepaid); (b) upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "read receipt" function, as available, return email or other form of written acknowledgment), if delivered by email; (c) when sent, if sent by facsimile (with confirmation of transmission) on the date of transmission if a Business Day or if not a Business Day or after 5:00 p.m. on the date of transmission, on the next following Business Day; or (d) on the third (3rd) day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid.

    3. Force Majeure. In no event shall Provider be liable to Customer, or be deemed to have breached the Agreement, for any failure or delay in performing its obligations under this Cloud Services Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Provider’s reasonable control, including but not limited to acts of God, epidemics, pandemics, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

    4. Modifications. Customer acknowledges and agrees that Provider has the right, in Provider’s sole discretion, to modify this Cloud Services Agreement and the Services from time to time, and that modified terms become effective on posting. Customer will be notified of modifications through direct email communication from Provider. Customer is responsible for reviewing and becoming familiar with any such modifications. Customer’s continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. Provider will provide at least thirty (30) days' advance notice of changes to any service level that Provider reasonably anticipates may result in a material reduction in quality or services.

    5. Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Cloud Services Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

    6. Severability. If any provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

    7. Governing Law. This Cloud Services Agreement, the Service Order Forms and all related documents including all exhibits and schedules attached hereto, and all matters arising out of or relating to the Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) and Ontario’s International Sales Convention Act, RSO 1990, c I.10 do not apply to the Agreement.

    8. Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from, or relating to the Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Cloud Services Agreement, the services provided hereunder, the Service Order Forms, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, litigation, or other proceeding brought in any such court. Each party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

    9. Assignment. Customer may not assign or otherwise transfer any of its rights, or delegate, subcontract, or otherwise transfer any of its obligations under the Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. Any purported assignment, transfer, delegation, or subcontract in violation of this Section is null and void. No assignment, transfer, delegation, or subcontract will relieve the assigning or delegating Party of any of its obligations hereunder.

    10. Successors and Assigns. The Agreement is binding upon and enures to the benefit of the Parties and their respective permitted successors and assigns.

    11. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 8 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

    12. Export Regulation. The Services may be subject to Canadian export control laws. Customer shall not, directly or indirectly, export, re-export or release the Services to, or make the Services or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule or regulation. Customer shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export licence or other governmental approval), before exporting, re-exporting, releasing or otherwise making the Services available outside Canada.

    13. Interpretation. For purposes of this Cloud Services Agreement: (a) the words "include", "includes", and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein", "hereof", "hereby", "hereto", and "hereunder" refer to this Cloud Services Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Cloud Services Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Cloud Services Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Cloud Services Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Cloud Services Agreement to the same extent as if they were set forth verbatim herein. Unless otherwise stated, all dollar amounts referred to in this Cloud Services Agreement are stated in Canadian currency.

    14. Choice of Language. The Parties confirm that it is their express wish that the Agreement, as well as any other documents related to the Agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté expresse que cette convention, de même que tous les documents s'y rattachant, y compris tous avis, annexes et autorisations s'y rattachant, soient rédigés en langue anglaise seulement.

    15. Counterparts. The Service Order Form may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of the Service Order Form delivered by facsimile, email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of that Service Order Form.