Terms and Conditions

Last Updated: March 25, 2026

Version: 1.1

1. Definitions

When used in this Agreement, the following terms shall have the following meanings unless the context otherwise requires:

“Affiliate” of a Party means any corporation or other legal entity that such Party directly or indirectly controls, is controlled by or is under common control with. In this context, a Party “controls” a corporation or other entity if it or any combination of it and/or its Affiliates owns more than fifty percent (50%) of the voting rights for the board of directors or other mechanism of control for such corporation or other entity;
“Agreement” means this Service Agreement, including all sections, exhibits, and addenda referenced herein (including the Support & Professional Services Terms), as incorporated by reference in the applicable Order Form governing the Offering;
“Anonymized Data” means data, including Client Data, which has been stripped of information potentially identifying Client or which contains any Personal Information, and which has been manipulated or combined to provide generalized anonymous information that cannot be reverse-engineered to identify Client or any other person;
“Client” means the individual or entity entering into the applicable Order Form, as identified therein, which incorporates this Agreement by reference;
“Client Data” means the data, information, records and files that Client (or any User) loads, transmits to or enters into the Offering, including data that the Offering is configured to obtain from Client’s services or systems;
“Company” means Ontraccr Technologies Inc., as identified in the applicable Order Form, which incorporates this Agreement by reference;
“Company Property” means the Offering, Anonymized Data and all other Intellectual Property created, used or provided by Company to Client pursuant to this Agreement, and all modifications or derivatives thereof or improvements thereto;
“Confidential Information” means any and all information disclosed by either Party (“Disclosing Party”) to the other Party (“Receiving Party”) that is not public information and that is marked “confidential” or “proprietary” or which the Receiving Party knows or ought reasonably to know is regarded by the Disclosing Party as such, including oral information. All Client Data is Client’s Confidential Information. All Company Property is Company’s Confidential Information;
“Custom Services” means any professional services to be provided by Company described in a statement of work (“SOW”) or Order Form, including implementation, customization, systems integration and API development services;
“Documentation” means the designated final user manuals, handbooks, online materials, specifications or forms furnished by Company that describe the features, functionality or operation of the Offering;
“Effective Date” means the date on which the Agreement becomes operative, as stated in the applicable Order Form, which incorporates this Agreement by reference. Such date shall be established solely by the applicable Order Form and shall not be altered or impacted by this Agreement;
“Fees” has the meaning set forth in Section 6(a);
“Force Majeure Event” has the meaning set forth in Section 13(e);
“Initial Term” means the initial term applicable to the Services, as specified in the applicable Order Form, which incorporates this Agreement by reference. The length and commencement of such period shall be determined solely by the applicable Order Form and shall not be altered or impacted by this Agreement, unless either Party provides written notice wishing to terminate the then-current Order Form and Agreement in accordance with Section 8(a);
“Intellectual Property” means (i) any rights provided under (1) patent law, (2) copyright law, (3) trademark law, (4) design patent or industrial design law or (5) any other statutory provision or common law principle applicable to the foregoing, including trade dress and trade secret law, which may provide a right in either ideas, formulae, algorithms, concepts, inventions or know-how generally, or the expression or use of such ideas, formulae, algorithms, concepts, inventions or know-how; and (ii) any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing;
“Offering” means, collectively, the Service and the Platform;

“Order Form” means one or more written ordering documents, schedules, or ordering instruments executed by the Parties from time to time that specify the Services to be provided by Company to Client, which may include subscription Services, renewals, upgrades, expansions, Professional Services, training, implementation, customization, development services, or other offerings, together with the applicable fees, term, payment terms, and any service-specific or commercial terms, and which are incorporated by reference into and governed by this Agreement;
“Personal Information” means information about or relating to an identified or identifiable individual that is subject to any Privacy Laws;
“Platform” means the technology, including websites, hardware, software and systems, used by Company in the provision of the Service;
“Privacy Laws” means all applicable legislation and regulations governing the collection, use and disclosure of Personal Information in the jurisdictions where Client has subscribed to use the Service, which may include the Personal Information and Protection of Electronic Documents Act (Canada) and equivalent provincial, state, federal and international legislation;
“Renewal Term” means each successive renewal period, if any, following the expiration of the Initial Term, for a duration as specified in the applicable Order Form which incorporates this Agreement by reference, and which may be for a 1-year term or multi-year term. Any such renewal shall automatically renew, unless either Party provides written notice wishing to terminate the then-current Order Form and Agreement in accordance with Section 8(a);
“Service” means the online Company services delivered by Company to Client using the Platform, as made available by Company from time-to-time and as specified in the Order Form;
“Party” or “Parties” means, individually or collectively, the Company and the Client;
“Subcontractors” has the meaning set forth in Section 2(h);
“Subscription Fee” means the subscription fees to be paid by Client to Company for Client’s use of the Service, as set forth in the Order Form;
“Support & Professional Services Terms” means Company’s then-current support and professional services terms and policies, as made available at https://www.ontraccr.com/support-and-professional-services-terms, as may be updated from time to time by Company. Any updates to the Support & Professional Services Terms will be effective thirty (30) days’ after being posted at such URL, and such posting will constitute notice to Client. The Support & Professional Services Terms are incorporated by reference into this Agreement.
“Term” has the meaning set forth in Section 8(a); and
“User” has the meaning set forth in Section 4(a)

2. Subscription for Service

Service. Clients may order a subscription to the Service by placing orders through their dedicated account manager. Company will provide the Service to Client on the terms and conditions set out in this Agreement and each applicable Order Form, subject to Client: (i) complying with the terms of this Agreement, including paying the Subscription Fee; (ii) cooperating with Company's reasonable requests related to the provision of the Service; (iii) providing Company with access to Client’s internal systems and any required third party systems (and making all required third party disclosures and obtaining all required third party consents in respect of such access) from which Client wishes the Platform to obtain data; and (iv) in some cases, downloading and installing any software designated by Company in order to receive the Services (“Local Software”), including agreeing to all applicable end-user license agreements and terms of use in respect of any Local Software.
Custom Services. Client’s subscription to the Services does not include any Custom Services. Client may from time to time order Custom Services under this Agreement by entering into a written statement of work (an “SOW”) between the Parties setting out, amongst other things, description of Custom Services and the Fees, payment terms, performance standards and timeline for delivery applicable to the Custom Services. Upon execution by each Party, an Order Form will be incorporated by reference into this Agreement. The terms and conditions of this Agreement will prevail over any provision in the Order Form.
Availability. Company will use commercially reasonable efforts to make the Offering available, subject to scheduled maintenance and the exclusions set forth below. Client acknowledges that the Offering may be unavailable during: (i) scheduled maintenance and upgrades pursuant to Section 2(d); (ii) emergency maintenance required to address security vulnerabilities or critical system issues; and (iii) unavailability caused by circumstances beyond Company’s reasonable control, including Force Majeure Events or the unavailability of any third-party software or services.
Updates and Maintenance. Company may update any aspect of the Offering at any time in its sole discretion, provided however that no such update will result in a material diminution of the functionality or operability of the Offering. Company may schedule downtime for maintenance and upgrades to the Offering without prior notice but will use reasonable efforts to provide advance notice where practicable.
Privacy Policy. To the extent any Client Data contains Personal Information, it will be used, collected, stored and disclosed solely for the purposes contemplated under this Agreement and in accordance with the Privacy Policy. To the extent Client Data includes Personal Information, the Parties agree to comply with the Data Processing Addendum attached as Exhibit A.
Internet Security Disclaimer. Client acknowledges and agrees that Company exercises no control over, and accepts no responsibility for, any content passing through the Internet or for Internet connectivity to the Offering. Client acknowledges that the Internet is inherently risky, and Client assumes responsibility for its access to and use of the Offering over the Internet.
Limitation, Suspension or Termination of Access. In addition to the other rights and remedies of Company under this Agreement, Company may suspend, terminate or limit (in Company’s sole discretion) Client’s access to or use of the Offering, or any part of it, without prior notice where Company reasonably determines it is necessary to: (i) prevent damage to, or degradation of the integrity of, the Offering, Company's systems, or other clients' use of the Offering; (ii) comply with any law, regulation, court order or other governmental request or order applicable to Company; (iii) address actual or suspected security threats or breaches; (iv) address Client's material breach of this Agreement; or (v) otherwise protect Company from material harm to its reputation or business. Company shall use commercially reasonable efforts to provide Client with advance notice where practicable under the circumstances, but the absence of such notice shall not limit Company's rights hereunder. Company will use commercially reasonable efforts to notify Client of a limitation, suspension or termination action as soon as reasonably practicable. In the event of a limitation or suspension, Company will restore Client’s access to the Offering when Company determines the event has been resolved. Nothing in this Agreement will limit Company’s right to take any action or invoke remedies or will act as a waiver of Company’s rights in any way with respect to any of the foregoing activities. Company will not be liable for any loss or damages of any kind incurred by Client as a result of any limitation, termination or suspension of the Offering under this Section 2(g), except to the extent such suspension or limitation is not undertaken in good faith pursuant to the grounds set forth in this Section 2(g).
Subcontractors. Client acknowledges and agrees that Company may retain the services of independent consultants (“Subcontractors”) from time to time to provide, or to assist Company in providing, the Offering. Any Subcontractors used by Company to provide the Offering shall remain under the direction and control of Company.

3. Intellectual Property

Ownership of Client Data. Company expressly acknowledges and agrees that, as between Client and Company, Client is the owner of and has exclusive rights, title and interest in and to Client Data now and in the future on a worldwide basis, and that such information is further protected as Client’s Confidential Information. Subject to the terms and conditions of this Agreement, Client grants to Company a non-exclusive, perpetual, royalty-free, fully paid-up, worldwide license to copy, reproduce, modify, develop, access, collect, store and use the Client Data (i) as necessary to provide the Offering to Client, (ii) for Company’s business purposes with respect to data derived from Client Data, and (iii) for Company's business purposes with respect to Anonymized Data and other de-identified or aggregated data derived from Client Data that does not identify Client or any individual and does not contain Personal Information, including training, enhancing, developing, creating, improving and commercializing Company’s systems and proprietary technology, the Company Property and Company’s other products and services, which licenses shall survive termination of this Agreement. Client represents and warrants that it has all necessary rights and consents to provide Client Data to Company and to grant the licenses set forth in this Section 3(a), and that Company’s use of Client Data in accordance with the terms of this Agreement will not violate the rights of any third party or applicable law. For clarity, any use of Client Data for the purposes described in this Section 3(a) shall not alter Client’s ownership of Client Data, and any AI or automated features provided as part of the Offering generate Outputs that are advisory only and subject to the limitations set out in Section 7(d).
Freedom to Use Ideas. For clarity, the ideas, methods, concepts, know-how, structures, techniques, inventions, developments, processes, discoveries, improvements and other information and materials developed regarding the provision of the Offering or Company’s Intellectual Property during the course of this Agreement by Company and/or Company personnel or Subcontractors may be used by Company without limitation, including by or for its clients.
Retention of Rights. Except as expressly set forth in this Agreement: (i) Company retains all right, title, and interest in and to the Company Property; and (ii) Client acknowledges that nothing contained in this Agreement will constitute an assignment or transfer of the Company Property to Client.

4. Client Responsibilities and Restrictions

a. User ID. Upon Client’s request, and subject to any limitations associated with Client’s subscription account, Company will issue a unique user identification and password (“User ID”) for each individual authorized by Client to access and use the Offering (each, a “User”). Users may access and use the Offering only through their assigned User ID. Client shall ensure that User IDs are not shared between individuals.

Client is solely responsible for ensuring that all Users maintain the confidentiality and security of their User IDs, passwords, and other authentication credentials. Client is responsible for implementing and enforcing appropriate password management, internal access control, and credential security policies for its Users. Client shall promptly disable access for any User who is no longer authorized to access the Offering and shall notify Company of such disablement within two (2) business days.

Client is responsible for any and all activity occurring under User IDs associated with its Users, whether authorized or unauthorized, except to the extent caused by Company’s breach of this Agreement. Company shall not be liable for any loss or damage arising from unauthorized access resulting from Client’s failure to safeguard User credentials.

Client shall promptly notify Company of any actual or suspected unauthorized use of the Offering or compromise of User credentials. Company may require that a User ID be replaced at any time and may establish reasonable security requirements for access to the Offering from time to time.

b. Client Responsibilities and Restrictions. Client agrees that Client will not, and will not permit any person to:

use the Offering other than as permitted by this Agreement;
use the Offering in violation of any law, regulation or rule;
copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, decompile, modify or adapt the Offering or any part thereof or otherwise attempt to discover any source code of the Offering;
license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Offering available to any third party, other than to the Users, or any use otherwise than as expressly permitted under this Agreement;
use the Offering to upload, collect, transmit, store, use or process, or ask Company to obtain from third parties, any data: (A) that Client does not have the lawful right to copy, transmit, distribute and display (including any Client Data that would violate any confidentiality or fiduciary obligations that Client might have with respect to the Client Data); (B) for which Client does not have the consent or permission from the owner of any Personal Information contained therein; (C) that infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of any third party; (D) that is tortious, defamatory, obscene or offensive; or (E) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability;
use the Offering to send, store, publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, Personal Information or property of another;
use the Offering in a manner that interferes with or disrupts the integrity or performance of the Offering;
attempt to gain unauthorized access to the Offering or its related systems or networks;
probe, scan or attempt to penetrate or ascertain the security of the Offering in any manner;
use any data mining, robots or similar data gathering or extraction methods; or
use or access the Offering for purposes of competitive analysis of the Offering, the development of a competing product or service or any other purpose that is to Company’s commercial disadvantage.

c. Client Data. As between Company and Client, Client is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of the Client Data.

5. Support

Support Services. Company shall provide support services to Client in accordance with the Support & Professional Services Terms available at https://www.ontraccr.com/support-and-professional-services-terms, which are incorporated by reference into this Agreement. The Support & Professional Services Terms shall govern all service level commitments, including support tiers, response times, resolution targets, support hours, and support channels, unless otherwise expressly modified by client-specific support terms or service levels expressly set out in the applicable Order Form.

Incident Management. Company will use commercially reasonable efforts to correct any reproducible failure of the Offering to substantially conform to its expected operation as described in the Documentation, provided that Company will not have an obligation to provide a correction for all such nonconformities. Company shall have no obligation to correct failures caused by: (i) Client's misuse of the Offering; (ii) modifications to the Offering not made by Company; (iii) Client's failure to implement updates or patches made available by Company; or (iv) third-party software, hardware, or services not provided by Company.

6. Payment Terms

Fees. Client will pay to Company the Subscription Fee and any fees for Custom Services as set forth in the applicable Order Form (collectively, the “Fees”) in accordance with the payment terms set forth in this Agreement.
Invoicing. Unless otherwise agreed to by the Parties, the Subscription Fee will be billed in advance for the applicable Term. Fees for Custom Services will be billed as set forth in the applicable SOW found within the Order Form. Client agrees to pay all invoices within thirty (30) days of receipt. If Client in good faith believes that Company has billed Client incorrectly, Client must notify Company in writing no later than 30 days after the date of the receipt of the invoice. The Parties shall cooperate in good faith to resolve any billing concern raised by Client within thirty (30) days after Client notifies Company. Company reserves the right to charge interest at the rate of the lesser of (i) 1.5% compounded monthly (19.56% annually), or (ii) the maximum amount allowed by law, in respect of invoiced amounts that have remained unpaid for more than thirty (30) days from the date of receipt of such invoices except for amounts disputed in good faith in accordance with this Agreement. Additionally, Company may suspend access to the Offering if payment remains outstanding for more than sixty (60) days after the due date, provided Company gives Client at least ten (10) days' prior written notice of such suspension.
Taxes. Fees are exclusive of all applicable taxes, levies, duties, or similar governmental assessments imposed by any jurisdiction, including sales, use, value-added, goods and services, withholding, harmonized sales, or similar taxes (collectively, “Taxes”), but excluding taxes based on Company's net income, property, or employees. Client is responsible for self-assessment and remittance of all applicable Taxes associated with its purchases under this Agreement. If applicable law requires Company to collect and remit Taxes, Company will invoice Client for such Taxes and Client shall pay such amounts in addition to the Fees. In the event that Company is required to pay Taxes that are Client's responsibility under this Agreement, Client will reimburse Company for such payment within thirty (30) days of receiving an invoice therefore, together with reasonable documentation of such payment. In the event that Company pays Taxes on behalf of Client, Client will reimburse Company for its payment of all Taxes, fees or assessments imposed by any governmental authority upon the services provided hereunder to Client, excluding taxes based on Company’s net income, property, or employees.

7. Warranties
a. Company Warranties. Company represents, warrants and covenants to Client that:

the Offering will perform materially as described in the technical specifications set forth in the Documentation, and Client's sole and exclusive remedy for any failure of this warranty is for Company to use commercially reasonable efforts to cause the Offering to perform in accordance with the Documentation in accordance with Company’s then-current standard support and maintenance policies; and
it will perform the Custom Services in a diligent and businesslike manner using reasonable care and skill appropriate to the nature and scope of the services being provided.

b. Client Warranties. Client represents, warrants and covenants to Company that: (i) Client will comply with all Privacy Laws in its use of the Offering, including without limitation Client’s provision, disclosure, use, retention and destruction of Personal Information; (ii) Client has obtained all necessary rights, consents, and authorizations required under applicable Privacy Laws to provide Personal Information to Company and to permit Company to process such Personal Information as contemplated by this Agreement; and (iii) Client will not provide to Company any Personal Information that Client is prohibited from disclosing under applicable Privacy Laws.

c. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7: (I) THE OFFERING IS PROVIDED “AS IS" AND “AS AVAILABLE" WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND; (II) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS NOT EXPRESSLY SET FORTH IN THIS SECTION 7, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE; AND (III) COMPANY DOES NOT WARRANT THAT THE OFFERING WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE, AND COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CLIENT IN CONNECTION WITH CLIENT’S USE OF THE OFFERING IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CLIENT FOR ANY PURPOSE WHATSOEVER.

d. AI and Automation Features. The Offering may include or make available features that utilize automation, machine learning, artificial intelligence, rules-based logic, or similar technologies (collectively, “AI Features”) to generate insights, recommendations, predictions, alerts, workflows, or other outputs based on Client Data or User inputs (“Outputs”).

Client acknowledges and agrees that:

Outputs are advisory in nature only and are provided to assist Client with operational, administrative, or decision-support activities;
Outputs do not constitute professional, financial, legal, safety, engineering, or regulatory advice, and Client remains solely responsible for all decisions, actions, and outcomes resulting from its use of the Offering and any Outputs;
Company does not guarantee the accuracy, completeness, reliability, or suitability of any Output, and Outputs may contain errors, omissions, or limitations due to the nature of AI and automated systems; and
Client is responsible for reviewing, validating, and exercising independent judgment before relying on any Output for any purpose.

Company shall have no liability for any decisions made, actions taken, or outcomes arising from Client’s use of or reliance on AI Features or Outputs, except as expressly required by applicable law.

8. Term and Termination

Term. The Order Form, this Agreement, and Client’s subscription to the Services shall commence on the Effective Date and continue for the Initial Term. Upon expiration of the Initial Term, the Order Form and this Agreement shall automatically renew for successive Renewal Terms, unless a Party gives written notice to the other Party at least ninety (90) days before the expiration of the then-current Initial Term or Renewal Term advising that it wishes to terminate this Agreement and subscription to the Service at the end of such Initial Term or Renewal Term. In addition to any other terms of this Agreement which may modify the Subscription Fee payable hereunder, Company may, upon written notice provided at least ninety (90) days prior to the end of the then-current Term, increase the Subscription Fees for any Renewal Term by an amount determined by Company in its sole discretion, provided that any such increase shall not exceed the greater of (i) ten percent (10%) of the then-current Subscription Fees, or (ii) the percentage increase in the Consumer Price Index (CPI) for Canada over the preceding twelve (12) months. Unless otherwise specified in the applicable Order Form, the foregoing shall apply to each Renewal Term.
Termination. Without prejudice to any other rights or remedies which it may have, either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof, provided that the breach remains material at the end of such cure period.

Without prejudice to any other rights or remedies which it may have, Company may terminate this Agreement immediately:

upon written notice if Client fails to pay any undisputed Fees when due and such failure continues for fifteen (15) Business Days after written notice of non-payment; or
upon written notice to Client if (1) Client is declared insolvent or bankrupt, (2) a petition is filed in any court to declare Client bankrupt or for a reorganization under bankruptcy law or similar statute and such petition is not dismissed in sixty (60) days, (3) a trustee in bankruptcy, receiver, receiver-manager, or similar entity is appointed for Client or substantially all of Client's assets, or (4) Client makes a general assignment for the benefit of creditors or proposes a compromise or arrangement to its creditors generally.

c. Termination of Order Forms & SOWs. Each Order Form & SOW will immediately terminate upon the termination or expiry of this Agreement. Client shall remain liable for all Fees and charges incurred under any Order Form or SOW up to the effective date of termination, and Company shall have no obligation to refund any prepaid Fees.

9. Effect of Termination

Upon any termination or expiry of this Agreement, Client will immediately cease any and all use of the Offering, all rights granted herein will revert to the granting Party and all licenses will terminate. This Section 9(a) is subject to any rights or obligations expressly surviving the termination or expiry of this Agreement. Termination or expiration of this Agreement for any reason shall not relieve Client of its obligation to pay (i) any Fees accrued or payable prior to the effective date of termination, and (ii) all remaining Fees for the balance of the then-current Initial Term or Renewal Term, as applicable. Company retains the right to pursue collection of any unpaid Fees, applicable interest, and all costs of collection (including reasonable attorneys' fees) in accordance with this Agreement.
Within ninety (90) days of any termination or expiry of this Agreement, a Receiving Party will delete or destroy all Confidential Information of the Disclosing Party which it has in its custody or control and provide written certification of such deletion or destruction. The Receiving Party may retain the Disclosing Party's Confidential Information as required by law, for backup and disaster recovery purposes, or as necessary to enforce its rights under this Agreement. For clarity, the foregoing does not limit the right of either Party to retain such information as required by law or as permitted under this Agreement.
Sections 3, 6, 7 and 9 through 13 shall survive the termination or expiry of this Agreement.

10. Liability Limitations

Limitation of Liability: EXCEPT WITH RESPECT TO (1) A PARTY’S WILLFUL MISCONDUCT OR FRAUD, (2) CLIENT’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, (3) COMPANY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11(a), (4) COMPANY'S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 12, AND (5) CLIENT'S BREACH OF THE LICENSE RESTRICTIONS AND INTELLECTUAL PROPERTY PROVISIONS:

IN NO EVENT WILL A PARTY’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS IN AGGREGATE IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION FIRST AROSE; PROVIDED THAT IN NO EVENT SHALL SUCH CAP BE LESS THAN THE TOTAL FEES PAID IN THE INITIAL TWELVE (12) MONTHS OF THIS AGREEMENT. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT; AND
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, (II) LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOST DATA, LOST BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, (III) BUSINESS INTERRUPTION, OR (IV) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

b. No Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

c. No Participating in Class Action. CLIENT AGREES THAT, WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, CLIENT HEREBY IRREVOCABLY WAIVES ITS RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

11. Indemnities

Company Indemnity. Company will defend, indemnify and hold Client harmless from and against any third-party claims, suits, demands, or actions (“Claims”) alleging that the unmodified Service, as provided by Company and used in accordance with this Agreement, infringes any patent, copyright, trademark, or trade secret of a third party in Canada or the United States, and shall indemnify Client against any damages finally awarded by a court of competent jurisdiction or agreed in settlement by Company arising from such Claim. Notwithstanding the foregoing, Company shall have no liability for any Claim arising from (i) modification of the Service by anyone other than Company, (ii) use of the Service in combination with any products, services, or data not provided by Company, (iii) use of the Service in violation of this Agreement, or (iv) continued use of the Service after Company has provided a non-infringing replacement or modification. In the event the Service is held or reasonably believed by Company to infringe, Company may, at its option, (A) modify or replace the Service to make it non-infringing, provided that such modification or replacement contains substantially similar features and functionality, (B) obtain for Client the right to continue using the Service, or (C) if neither (A) nor (B) is commercially reasonable, terminate the affected Service and refund the prepaid, unused portion of applicable Subscription Fees.
Client Indemnity. Client will defend, indemnify and hold Company harmless from and against all Claims, and shall indemnify Company against all costs, expenses and resulting damages awarded by a court of competent jurisdiction or agreed in settlement (including reasonable attorneys’ fees) to the extent arising from: (i) a claim that the Client Data infringes any Intellectual Property of a third party or any other third party right; or (ii) any grossly negligent, willful misconduct or fraudulent action of Client.
Conditions. Any Party that is seeking to be indemnified under the provision of this Section 11 (an “Indemnified Party”) must (i) promptly notify the other Party (the “Indemnifying Party”) of any Claim, and (ii) give the Indemnifying Party the sole control over the defense of such Claim. However, if an Indemnified Party fails to notify the Indemnifying Party promptly, the Indemnifying Party will be relieved of its obligations under this Section 11 only if and to the extent that its ability to defend the Claim is materially prejudiced by such failure. The Indemnifying Party may settle or compromise a Claim without the Indemnified Party’s prior approval of any such settlement or compromise only if (A) such settlement involves no finding or admission of any breach by an Indemnified Party of any obligation to any third party, (B) such settlement has no effect on any other claim that may be made against an Indemnified Party or any defense that an Indemnified Party may assert in any such claim, and (C) the sole relief provided in connection with such settlement is monetary damages that are paid in full by the Indemnifying Party. Upon the Indemnifying Party’s assumption of the defense of such Claim, the Indemnified Party will cooperate with the Indemnifying Party in such defense, at the Indemnifying Party’s expense.
Limitation of Liability. The indemnification obligations set forth in this Section 11 are subject to the limitations of liability set forth in Section 10.

12. Confidentiality

Obligation. The Receiving Party agrees (i) to hold the Disclosing Party’s Confidential Information in strict confidence, (ii) to limit access to the Disclosing Party’s Confidential Information to those of its employees, contractors or agents having a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein, and (iii) not to use the Disclosing Party’s Confidential Information for any purpose except as expressly permitted hereunder. Notwithstanding the foregoing, the Receiving Party will not be in violation of this Section 12(a) with regard to a disclosure that was in response to a valid court order, the advice of outside legal counsel that such disclosure must be made by it in order that it not commit a violation of law or requirement by a court or other governmental body, provided that the Receiving Party gives the Disclosing Party prior written notice of such disclosure in order to permit the Disclosing Party to seek confidential treatment of such Confidential Information.
Exceptions. The restrictions on use and disclosure of Confidential Information set forth in Section 12(a) will not apply to any Confidential Information, or portion thereof, which (i) is or becomes a part of the public domain through no act or omission of the Receiving Party, (ii) was in the Receiving Party’s lawful possession prior to the disclosure, as shown by the Receiving Party’s competent written records, (iii) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, as shown by the Receiving Party’s competent written records, or (iv) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure.

13. General Provisions

Interpretation. In this Agreement: (i) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; (ii) all usage of the word “including” or the phrase “e.g.,” in this Agreement shall mean “including, without limitation,” throughout this Agreement; (iii) all dollar amounts are expressed in United States dollars unless expressly provided otherwise in the applicable Order Form. Headings and the division of this Agreement into sections are for convenience of reference only and shall not affect the interpretation hereof.
Arbitration. All disputes arising out of or in connection with this Agreement, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration administered by the Vancouver International Arbitration Centre (VanIAC) pursuant to its applicable Rules. The place of arbitration shall be Vancouver, British Columbia, Canada. The number of arbitrators shall be one. The language of the arbitration shall be English. Notwithstanding the foregoing, Company may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and Client agrees that this Agreement is specifically enforceable by Company through injunctive relief and other equitable remedies without proof of monetary damages.
Governing Law. This Agreement and any action related thereto shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
No Rights. Unless otherwise expressly provided for in this Agreement, no rights or licenses to any data, information, technology, trademarks or any other item containing the Intellectual Property of a Party or any third party are granted by virtue of this Agreement.
Force Majeure. If the performance of any obligation hereunder, except non-payment of amounts due hereunder, is interfered with by reason of any circumstances beyond a Party’s reasonable control, including acts of God, labor strikes and other labor disturbances, power surges or failures, Internet connectivity, or the act or omission of any third party (each, a “Force Majeure Event”), the Party shall be excused from such performance to the extent necessary. Each Party will use reasonable efforts to implement industry standard procedures to minimize the disruption of such Force Majeure Events and shall use reasonable efforts to remove such causes of non-performance.
Right to List as a Client. Client agrees that Company may utilize Client’s name, logos and/or trademarks in listings of current clients. Use of Client’s name, logos and/or trademarks in any other marketing materials or press announcements will be submitted to Client in advance for approval, provided that such approval will not be unreasonably withheld or delayed.
Compliance with Export Regulations. Client has or will obtain in a timely manner all necessary or appropriate licenses, permits or other governmental authorizations or approvals, and will indemnify and hold Company harmless from, and bear all expense of, complying with all foreign and domestic laws, regulations or requirements pertaining to the importation, exportation or use of the technology to be developed or provided herein. Client will not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by regulation or statute, without the prior written consent, if required, of the administrator of export laws.
Entire Agreement. This Agreement, the Support & Professional Services Terms, and any applicable Order Form(s) together constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede and replace all previous and contemporaneous agreements, order forms, representations, or understandings, whether written or oral, related to the Offering. No other terms, conditions, or documents shall form part of or be incorporated into this Agreement unless expressly agreed to in writing by both Parties.
Assignment. Neither Party shall be permitted to assign this Agreement without the consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, Company shall have the right to assign this Agreement to an Affiliate or in connection with a merger, amalgamation, transfer of control, reorganization or sale of all or substantially all of its assets or equity interests. Notwithstanding the foregoing, in order for any assignment to be effective, the assignee must (i) agree in writing to be bound by the terms of this Agreement, and (ii) have the financial ability to meet the contractual obligations of this Agreement.
Severability; Waiver. In the event that any provisions of this Agreement shall be found to be illegal, void or unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of the Agreement shall remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
Relationship of Parties. The Parties are independent contractors. No agency, partnership, joint venture or employment relationship is created as a result of this Agreement, and each Party does not have any authority of any kind to bind the other in any respect whatsoever and neither Party shall make any contracts, warranties or representations or assume or create any other obligations, express or implied in the other Party’s name or on its behalf.
No Third Party Beneficiaries; Enurement. There are no third party beneficiaries to this Agreement. This Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
Notices. All notices, demands, consents, authorizations, approvals and other communications under this Agreement must be given in writing to the other Party at: (i) if to Client, to Client’s email or postal address set out in the applicable Order Form; or (ii) if to Company, to:
Ontraccr Technologies Inc.
Attn: Legal / Contracts
70-15030 58 Avenue, Surrey, BC V3S 9G3
Email: info@ontraccr.com, with a courtesy copy to syed@ontraccr.com
Notices will be deemed to have been given upon receipt (or when delivery is refused) and may be (1) delivered personally, (2) sent via certified mail (return receipt requested); (3) sent via electronic mail (with confirmation of receipt), or (4) sent by recognized air courier service. A Party may change its address for notice under this Agreement by giving written notice to the other Party by the means set forth in this Section 13(n).
Rights and Remedies. Except as specifically provided in this Agreement, the rights and remedies provided in this Agreement and all other rights and remedies available to either Party at law or in equity are, to the extent permitted by law, cumulative and not exclusive of any other right or remedy now or hereafter available at law or in equity, neither asserting a right nor employing a remedy shall preclude the concurrent assertion of any other right or employment of any other remedy.
Further Assurances. Each Party will from time to time and at all times do such further acts and execute and deliver such further documents as may be reasonably required in order to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement.
Counterparts. This Agreement may be executed by the Parties in one or more counterparts, each of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be delivered by facsimile, email or other functionally equivalent electronic means of transmission.
Non-Solicitation. During the Term and for twelve (12) months thereafter, Client will not, directly or indirectly, solicit for employment or engagement any employee of Company who materially supported the Services, other than through general advertising not directed at such person. As liquidated damages (and not a penalty) for a breach of this Section, Client will pay an amount equal to three (3) months’ base salary of the affected employee.
Services are Non-Exclusive. Client acknowledges that Company provides services to other clients, some of whom may be competitors of Client. Client agrees that Company may do work for all such other clients, provided that Company does not disclose any Confidential Information of Client to such other clients.
Order of Precedence. In the event of any conflict among the terms of this Agreement, the Support & Professional Services Terms, and an Order Form, the following order of precedence shall apply: (i) the terms of the applicable Order Form shall control solely with respect to the Services described in that Order Form and only to the extent of the expressed conflict, including with respect to any client-specific support terms or service levels expressly set out in such Order Form that differ from the Support & Professional Services Terms; and (ii) in all other respects, the terms of this Agreement shall control. Except as expressly set forth in an Order Form, the terms of this Agreement remain in full force and effect. Any modification of this Agreement in an Order Form must expressly state that it is intended to amend or override a specific provision of this Agreement.

Exhibit A
DATA PROCESSING ADDENDUM (CANADA & UNITED STATES)

This Data Processing Addendum (“DPA”) forms part of and is incorporated by reference into the Agreement between the Company and the Client identified in the applicable Order Form.

This DPA applies solely to the extent that Company processes Personal Information contained within Client Data on behalf of Client in connection with the Offering.

Capitalized terms not defined herein have the meanings set forth in the Agreement.

1. Roles of the Parties

1.1 Controller / Processor Relationship

For purposes of applicable Privacy Laws:

Client is the data “controller” or “business;” and
Company is the “data processor” or “service provider,”

solely with respect to Personal Information processed by Company on behalf of Client under the Agreement.

Company shall process Personal Information only:

to provide the Offering;
as instructed by Client through its configuration and use of the Offering; and
as otherwise required by applicable law.

2. Scope and Purpose of Processing

Company may collect, access, use, store, and disclose Personal Information solely:

to perform its obligations under the Agreement
to maintain, secure, and improve the Offering; and
as otherwise permitted by the Agreement.

Company shall not sell Personal Information or use Personal Information for cross-client advertising or marketing purposes.

Nothing in this DPA transfers ownership of Client Data to Company

3. Compliance with Privacy Laws

3.1 Limited Compliance Obligation

Each Party shall comply with its respective obligations under applicable Privacy Laws solely in connection with the processing of Personal Information under the Agreement.

Nothing in this DPA shall be construed as:

a representation or warranty of full regulatory compliance;
a guarantee of compliance with any specific privacy framework; or
an assumption of responsibility for the other Party’s compliance obligations.

3.2 Service Provider Status (US)

To the extent applicable, Company acts as a “service provider” or “processor” under applicable U.S. state privacy laws and processes Personal Information solely for the purposes permitted under those laws and the Agreement.

4. Security Safeguards

Company shall implement and maintain commercially reasonable administrative, technical, and physical safeguards
designed to protect Personal Information against unauthorized access, use, or disclosure.

Client acknowledges that no security system is completely secure and that Company does not guarantee that Personal Information will be immune to unauthorized access.

5. Subprocessors

Client acknowledges that Company may engage third-party “subprocessors” to assist in delivering the Offering.

Company shall require such subprocessors to be subject to written confidentiality and data protection obligations that are commercially reasonable in light of the nature of the services provided.

6. Data Breach Notifications

Company shall notify Client without undue delay after becoming aware of a confirmed breach of security involving Personal Information processed under the Agreement that is reasonably likely to result in material unauthorized access, use, or disclosure.

Notification shall include information reasonably available at the time and may be supplemented as additional information becomes available.

Company’s notification obligation does not constitute an admission of fault or liability.

7. Assistance with Data Subject Requests

Upon written request, Company shall provide reasonable assistance to Client to enable Client to respond to verified requests from individuals regarding their Personal Information, to the extent required by applicable Privacy Laws.

Client remains solely responsible for responding to such requests and for determining its legal obligations.

8. Data Retention and Deletion

Upon termination or expiry of the Agreement, Company shall handle Personal Information in accordance with the data return and deletion provisions set forth in the Agreement.

Company may retain Personal Information as required by law or for backup, archival, or compliance purposes, subject to continued protection under the Agreement.

9. Limitation of Liability

This DPA is subject to the limitations of liability, exclusions, disclaimers, and damages caps as set forth in the Agreement, which apply fully to this DPA.

10. Order of Precedence

In the event of a conflict between this DPA and the Agreement with respect to the processing, protection, security, and transfer of Personal Information and the parties' respective obligations and liabilities related thereto, this DPA shall control. In all other respects, the Agreement governs.

Ontraccr Terms and Conditions

Service Agreement