Terms of Service

These Terms of Service (the "Terms" or this "Agreement") are a binding agreement between the customer identified in the applicable Order Form ("Customer") and Made It Enterprises Inc. ("Provider"), a corporation federally incorporated in Canada. They govern Customer's access to and use of Provider's proprietary AI-powered contract review and approvals tracking platform known as Nelle, including the Nelle web application, Microsoft Word Add-in, and related services (the "Services").

By accessing or using the Services, executing an Order Form that references these Terms, or clicking an acceptance button, Customer agrees to be bound by these Terms. If Customer does not agree, Customer must not access or use the Services.

1.                Definitions and Interpretation

1.1              In these Terms, unless the context otherwise requires, the following defined terms have the meanings set out below:

(a)             "Acceptable Use Policy" or "AUP" means the Provider's acceptable use policy as published on the Provider's website and updated from time to time.

(b)             "Affiliate" means, for a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where "control" means the ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.

(c)             "AI Inputs" means prompts, instructions, documents, contracts, playbooks, approval rules, and other information submitted by or on behalf of Customer to the Services for analysis, processing, or generation of AI Outputs.

(d)             "AI Outputs" means artificial intelligence outputs, reports, analyses, and other output generated for Customer through the Services using Customer Data or AI Inputs.

(e)             "Authorized User" means any individual who is authorized by Customer to access and use the Services under Customer's account, subject to the user limits specified in the applicable Order Form.

(f)              "Beta Services" means any feature, functionality, tool, or service designated by Provider as "beta," "preview," "early access," "experimental," or similar designation.

(g)             "Business Days" means days other than Saturdays, Sundays, and statutory holidays in the Province of Alberta.

(h)             "Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, ought reasonably to be considered confidential.

(i)               "Customer Data" means any data, content, materials, contracts, playbooks, approval rules, approvals, audit trail information, or other information uploaded, submitted, stored, transmitted, or generated by or on behalf of Customer or its Authorized Users through the Services. Customer Data excludes Derived Data.

(j)               "Customer Playbooks" means Customer-provided contract positions, requirements, standards, policies, fallbacks, approval rules, approver assignments, workflow settings, and related guidance used by the Services to review contracts, assess contract positions, and route approvals.

(k)             "Derived Data" means data generated by the Services that: (a) does not identify Customer or any individual and cannot reasonably be reverse engineered to identify Customer Data; or (b) is aggregated, anonymized, statistical, operational, performance, or usage data.

(l)               "Documentation" means the user guides, technical manuals, help files, and other materials made available by Provider describing the features, functionality, and use of the Services, as updated from time to time.

(m)           "Enterprise Agreement" means a separately negotiated and executed written agreement between Customer and Provider governing Customer's use of the Services.

(n)             "Fees" means all amounts payable by Customer for the Services as set out in the applicable Order Form or pricing page.

(o)             "Intellectual Property" or "IP" means patents, copyrights, trademarks, trade secrets, moral rights, know-how, and all other intellectual property rights, whether registered or unregistered.

(p)             "Order Form" means the ordering document, online subscription page, or statement of work that references these Terms and specifies the Services, subscription tier, Fees, Subscription Term, and other commercial particulars.

(q)             "Provider Improvements" means enhancements, modifications, generalized learnings, performance optimizations, workflows, algorithms, and platform functionality developed by Provider through operation of the Services.

(r)              "Services" means Provider's proprietary AI-powered contract review and approvals tracking platform known as Nelle. The Services include the Nelle web application, Microsoft Word Add-in, related services, updates, and enhancements, as described in the applicable Order Form and Documentation.

(s)             "Subscription Term" means the initial term and any renewal terms as set out in Section 5 of these Terms or the applicable Order Form.

(t)              "Third-Party AI Models" means large language models, foundation models, machine-learning systems, and related AI services that are not owned by the Provider and made available through or used by the Services, including models provided by Anthropic, OpenAI, and any other model provider identified by Provider in the platform.

(u)             "Third-Party Services" means any third-party applications, services, integrations, platforms, or Third-Party AI Models that interoperate with, connect to, are used by, or are accessible through the Services.

2.               Enterprise Agreement Override

2.1             Enterprise Agreement. If Customer has a signed Enterprise Agreement with Provider, that agreement governs Customer's use of the Services. If it conflicts with these Terms, the Enterprise Agreement controls.

3.               Access, Accounts, and Authorized Users

3.1             Grant of Access. If Customer complies with these Terms and pays all Fees on time, Provider grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use the Services during the Subscription Term. Customer may use the Services only for its internal business purposes and as permitted by the Documentation and applicable Order Form.

3.2            Authorized Users. Customer may permit its employees and individual contractors to access the Services as Authorized Users, up to the number specified in the applicable Order Form. Customer is responsible for ensuring that all Authorized Users comply with these Terms.

3.3            Acceptable Use Policy. All Authorized Users must adhere to the AUP. Customer is responsible for any breach of the AUP by its Authorized Users and will be liable for all consequences arising from such breach as if the breach were committed by Customer itself.

3.4            Account Security. Customer is responsible for maintaining the confidentiality of all login credentials associated with its account, for all activities that occur under its account, and for promptly notifying Provider of any unauthorized use or suspected security breach.

3.5            Customer Playbooks and Approvers. Customer is responsible for the accuracy, completeness, legality, suitability, and maintenance of its Customer Playbooks, approval rules, approver assignments, workflow settings, and contract positions. Provider may rely on them when delivering the Services.

3.6            Restrictions. Customer will not, and will not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, architecture, or trade secrets of the Services; (b) modify, adapt, or create derivative works of the Services; (c) copy, frame, or mirror the Services or any portion of it; or (d) access the Services for purposes of competitive analysis or to build a competing product or service.

3.7            Provider's Use of Affiliates and Subcontractors. Provider may use Affiliates and subcontractors to perform its obligations. Provider remains responsible for their performance.

4.               Customer Affiliates

4.1             Separate Subscription Required. Unless already included in an Order Form, to access and use the Services each Customer Affiliate needs a separate paid Order Form applicable to the Affiliate.

4.2            Customer Liability. Customer remains fully and primarily liable for each Affiliate's acts, omissions, and compliance with all terms of this Agreement as if the Affiliate were Customer itself.

4.3            Revocation. Provider reserves the right to revoke any Affiliate's access immediately upon written notice if that Affiliate breaches any term of this Agreement, without limiting any other remedy available to Provider.

4.4            No Third-Party Beneficiary Rights. Customer Affiliates have no third-party beneficiary rights under this Agreement and may not bring claims directly against Provider.

5.               Subscription Term and Renewal

5.1             Initial Term. The initial Subscription Term starts on and continues for the period specified in the applicable Order Form.

5.2            Annual Plans. For annual subscription plans, the Subscription Term will automatically renew for successive one (1) year renewal terms unless Customer provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. Each renewal term is limited to one (1) year regardless of the length of the initial term.

5.3            Month-to-Month Plans. For month-to-month subscription plans, the Subscription Term will automatically renew monthly until cancelled. Cancellation will be effective at the end of the calendar month following the month in which Customer provides notice of cancellation.

6.               Fees and Payment

6.1             Payment of Fees. Customer will pay all Fees specified in the applicable Order Form under the payment terms set out in it. Unless otherwise stated, all Fees are quoted and payable in Canadian dollars and are exclusive of applicable taxes.

6.2             Payment Processor: Payment processing services for the Services are provided by Stripe, Inc. and its affiliates (collectively, "Stripe"). By choosing a paid subscription or providing payment information to Provider, Customer authorizes Provider to process payments via Stripe and agrees to be bound by the applicable Stripe terms of service, including the Stripe Services Agreement and Stripe Privacy Policy. Provider does not directly store, process, or transmit Customer's full credit card numbers or sensitive financial account credentials. All payment details provided by Customer are collected directly by Stripe. Customer is responsible for keeping all payment, billing, and credit card information accurate, current, and complete.

6.3            No Refunds. Except as expressly provided in this Agreement, all Fees paid are non-refundable.

6.4            Fee Increases. Provider may increase Fees for a renewal term to its then-current rates. Provider will give Customer reasonable advance notice before the renewal date.

6.5            Late Payment. If Customer fails to make any payment when due, Provider may charge interest on overdue amounts at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the due date until paid in full.

6.6            Currency: Unless explicitly stated otherwise in an Order Form, all Fees and transactions are quoted and processed in Canadian Dollars (CAD).

6.7            Taxes. Customer is responsible for all sales, goods and services, harmonized sales, value-added, and similar taxes or levies on transactions under this Agreement. This does not include taxes based on Provider's net income. Taxes are calculated based on Customer's primary location and billed at the time of charge.

7.               Customer Support

7.1             Standard Support. Provider will use commercially reasonable efforts to provide Customer with standard technical support for the Services during the Subscription Term. Support is available Monday through Friday, from 9:00 AM to 5:00 PM Mountain Time, excluding statutory and public holidays in the Province of Alberta and federal statutory holidays in Canada.

7.2             Support Channels. Customer may request support by submitting a help ticket through the support section of Provider’s website.

7.3             Customer Cooperation. To enable Provider to investigate and address support requests, Customer agrees to provide reasonable assistance, including descriptive details, error logs, screenshots, and steps necessary to reproduce any reported issue.

7.4             Exclusions. Support does not include, and Provider has no obligation to address, issues arising from or related to: (a) improper, altered, or unauthorized use of the Services; (b) Customer’s infrastructure, local networks, hardware, or third-party software or services not provided by Provider; or (c) failure to meet minimum system or internet requirements specified in the Documentation.

7.5             No Service Levels or Guarantees. Standard support provided under this Section does not include guaranteed response times, resolution timeframes, or uptime commitments. Any formal service level commitments or enhanced support plans apply only if included in an applicable Order Form or separate Service Level Agreement agreed to by the parties.

8.               Third-Party Services and Integrations

8.1             As-Is Basis. Third-Party Services, including Third-Party AI Models, are provided on an "as-is" basis. Provider makes no representations, warranties, or guarantees regarding the availability, accuracy, security, performance, output quality, or fitness for any purpose of any Third-Party Service.

8.2            Customer Risk. Customer assumes all risks from using Third-Party Services or integrations, including those Provider recommends or embeds in the Services.

8.3            Third-Party AI Models. The Services may make available or rely on Third-Party AI Models, including models provided by or through Anthropic, OpenAI, Amazon Bedrock, and any other model provider identified by Provider in the platform. Provider may add, remove, replace, suspend, or substitute available models at any time. Any such change is not a breach and does not entitle Customer to a refund, service credit, or termination right unless an Order Form expressly states otherwise.

8.4            Modification and Removal. Provider may modify, suspend, deprecate, or remove a Third-Party Service integration at any time without notice. This is not a breach and does not entitle Customer to a service credit or termination right.

8.5            Third-Party Terms. Use of Third-Party Services is governed exclusively by the applicable third-party terms of service. Customer is responsible for reviewing and complying with those terms.

8.6            No Liability for Third-Party Data Handling. Provider bears no liability for any loss, corruption, unauthorized access, or misuse of Customer Data that occurs during transmission to, processing by, or storage within any Third-Party Service.

9.               Suspension

9.1             Right to Suspend. Provider may suspend Customer's access to the Services, in whole or in part, upon the occurrence of any of the following:

(a)             Material Breach. Material breach by Customer, including non-payment of Fees;

(b)             AUP Violation or Security Risk. Violation of the AUP, or conduct by Customer or its Authorized Users that poses a security risk, causes excessive resource consumption, or creates reputational harm, subject to not less than two (2) Business Days' prior written notice where practicable;

(c)             Legal Requirement or Imminent Harm. Where required by law, regulation, or court order, or to prevent imminent harm to Provider, its systems, or other customers. In such cases, Provider will notify Customer as soon as reasonably practicable after suspension and will limit the scope and duration of suspension to what is reasonably necessary;

(d)             Insolvency. Customer becomes subject to insolvency proceedings, receivership, or makes an assignment for the benefit of creditors;

(e)             Unacceptable Risk. Provider reasonably determines, based on credible evidence, that Customer's use of the Services would cause Provider to violate applicable law or become subject to material regulatory enforcement action.

9.2            Fees During Suspension. Suspension does not relieve Customer of its payment obligations under this Agreement. Fees will continue to accrue during any period of suspension.

9.3            Restoration. Provider will restore Customer's access within two (2) Business Days of the circumstances giving rise to suspension being resolved to Provider's reasonable satisfaction.

9.4            No Liability. Provider is not liable for any loss, damage, or expense arising from any suspension carried out under this Section.

10.               Confidentiality

10.1             Mutual Obligations. Each party, as Receiving Party, agrees for the Disclosing Party's Confidential Information to:

(a)             use the Confidential Information solely for the purposes of this Agreement;

(b)             protect the Confidential Information using at least a reasonable standard of care, and in no event less than the standard of care it uses to protect its own confidential information of a similar nature;

(c)             limit disclosure of Confidential Information to its employees, contractors, and professional advisors who have a need to know and who are bound by written confidentiality obligations at least as restrictive as those contained in this Section; and

(d)             not disclose the Confidential Information to any third party except as expressly permitted by this Agreement or with the Disclosing Party's prior written consent.

10.2            Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession without restriction before disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.

10.3            Permitted Disclosures. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid legal process, provided that the Receiving Party (to the extent permitted by law) gives the Disclosing Party prompt written notice and reasonable cooperation to enable the Disclosing Party to seek a protective order or other appropriate remedy.

11.            Provider IP and IP Use Restrictions

11.1           Provider Ownership. Provider exclusively owns the Services, Provider Improvements, Derived Data, and all IP in the foregoing, including the platform, software, Documentation, APIs, algorithms, models, and all updates, modifications, improvements, derivative works, and techniques, know-how, or learnings developed in connection with providing the Services. Customer receives only the rights expressly granted in this Agreement.

11.2          Nelle Name and Branding. Made It Enterprises Inc. owns all rights, title, and interest in and to the Nelle name, trademarks, trade names, service marks, logos, branding, and other marks, whether registered or unregistered. Customer may not use them except as Provider expressly permits in writing.

11.3          Customer Licence. This Section states Customer's limited right to access and use the Services. No other licence or IP right is granted.

11.4         Feedback. Customer assigns to Provider all rights in feedback, suggestions, ideas, and enhancement requests when provided. Provider may use them for any purpose without attribution, restriction, or compensation.

12.              Data

12.1            Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data, including all AI Inputs. No ownership rights in Customer Data are transferred to Provider under this Agreement.

12.2           Customer Data Licence to Provider. Customer grants Provider a worldwide, non-exclusive, royalty-free licence to host, use, reproduce, modify, process, transmit, and create derivative works from Customer Data as needed to:

(a)             to operate, maintain, support, and deliver the Services;

(b)             to build, improve, and develop features and products;

(c)             for internal operational purposes such as security monitoring, usage analytics, performance measurement, troubleshooting, quality assurance, customer support, benchmarking, and statistical analysis;

(d)             create, commercialize, and use Derived Data.

12.3           AI Outputs. As between the parties, Customer owns all right, title, and interest in AI Outputs generated specifically for Customer using Customer Data or AI Inputs. Provider retains ownership of the Services, underlying software, models, algorithms, methodologies, and intellectual property used to generate AI Outputs. Provider will not use Customer Data to train, test, fine-tune, or improve Third-Party AI Models.

12.4           Derived Data. Provider may create Derived Data from Customer Data.

12.5           Data Portability. Customer may export Customer Data during the Subscription Term using Provider's standard export tools as they are made available to Customer in the Services. Customer has thirty (30) days after termination or expiration to export it. After the thirty (30) day export period, Provider may delete Customer Data under its then-current retention policies, except for copies required by law or kept for legitimate backup and audit purposes. Deletion obligations do not apply to Derived Data or Provider Improvements.

12.6           In-Term Deletion and Data Erasure.

(a)             Customer-Initiated Deletion. Customer may delete specific Customer Data, uploaded contracts, AI Inputs, or user profiles during the Subscription Term using the standard self-service features in the Services or by submitting a written request to Provider’s support team.

(b)             Deletion Processing & Retention. Upon receipt of a valid deletion request or standard user action, Provider will permanently delete the identified Customer Data from its primary production databases and active storage environments. Deletion from secondary backup systems will occur in accordance with Provider's standard backup rotation schedule.

(c)             Privacy & Personal Data Erasure. To the extent Customer Data includes personal information, Provider will process and fulfill individual privacy rights requests (including deletion and erasure requests) in accordance with PIPEDA, applicable provincial privacy laws, and Provider’s Data Processing Addendum.

12.7           Audit Trails. Approvals, exception routing, decisions, and related activity may be recorded and tracked in an audit trail accessible to Customer through the Services. Audit trail availability and completeness depend on Customer configuration, user permissions, system availability, and actual use of the Services.

12.8             Exclusions. Deletion obligations under this Section do not apply to Derived Data, system performance metrics, or aggregated operational logs that do not identify Customer or any individual.

13.             Data Privacy and Processing

13.1           Compliance. Provider will comply with all applicable privacy and data protection laws in connection with its processing of personal information through the Services, including the Personal Information Protection and Electronic Documents Act (Canada) and applicable privacy laws in the provinces of Canada.

13.2          Data Processing Addendum. This Agreement incorporates Provider's standard form Data Processing Addendum ("DPA").

14.            Customer Indemnification

14.1           Indemnification Obligation. Customer will indemnify, defend, and hold harmless Provider and its officers, directors, employees, and agents from and against all third-party claims, actions, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

(a)             Customer's use of the Services in violation of this Agreement or applicable law;

(b)             Customer Data that infringes, misappropriates, or otherwise violates any third party's intellectual property rights, privacy rights, or applicable law;

(c)             Customer's gross negligence or wilful misconduct; and

(d)             any unauthorized access to the Services through Customer's account or credentials.

14.2          Exceptions. Customer's indemnification obligations under this Section do not apply to the extent a claim arises from:

(a)             Provider's material breach of this Agreement;

(b)             Provider's gross negligence or wilful misconduct.

15.            Provider Indemnification

15.1           Defense Obligation. Provider will defend, indemnify, and hold harmless Customer and its officers, directors, and employees (excluding Customer's Affiliates and contractors) from and against third-party claims alleging that the Services, as provided by Provider and used by Customer under this Agreement and the Documentation, infringe or misappropriate such third party's intellectual property rights.

15.2         Exclusions. Provider's indemnification obligation does not apply to claims arising from:

(a)             modifications made by or on behalf of Customer;

(b)             combination of the Services with third-party products, data, or services not approved by Provider;

(c)             Customer's continued use of the Services after receiving notice of the alleged infringement; or

(d)             compliance with Customer's specific written instructions or specifications.

15.3         Exclusive Remedies. If the Services become, or in Provider's reasonable opinion are likely to become, the subject of an infringement claim, Provider may, at its sole election:

(a)             modify the Services to render them non-infringing at no additional cost to Customer;

(b)             procure for Customer the right to continue using the Services at no additional cost; or

(c)             if neither of the foregoing is commercially practicable, terminate the affected portion of the Services and provide Customer with a prorated refund of prepaid, unused Fees.

15.4         Indemnification Liability Cap. Provider's total indemnification liability under this Section is capped at the total amounts paid by Customer to Provider in the twelve (12) months immediately preceding the claim giving rise to the indemnification obligation.

16.             Limitation of Liability

16.1           Aggregate Cap. To the maximum extent permitted by applicable law, Provider's total aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, will not exceed an amount equal to one times (1x) the total Fees paid or payable by Customer in the twelve (12) months immediately preceding the event giving rise to the claim.

16.2          Exclusion of Consequential Damages. In no event will Provider be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, business opportunity, or goodwill, in each case however caused, even if Provider has been advised of the possibility of such damages.

16.3          Exceptions. The limitations in this Section do not apply to liability arising from gross negligence or wilful misconduct.

16.4          Fundamental Basis. Customer acknowledges that the limitations of liability in this Section reflect the allocation of risk between the parties and form a fundamental basis of the bargain between them. The Services would not be provided without such limitations.

17.            AI-Powered Features

17.1           AI Outputs and Model Limits. Provider does not guarantee that AI Outputs or Third-Party AI Model outputs are accurate, reliable, complete, consistent, lawful, or suitable for Customer's purpose. AI Outputs may contain errors, omissions, or recommendations that do not fit Customer's legal or business requirements.

17.2          AI Compliance.  Provider will comply with all laws and regulations applicable to Provider's development, operation, and provision of the Services, including applicable laws relating to artificial intelligence. Provider is not responsible for Customer's compliance obligations arising from Customer's particular use of the Services, AI Outputs, or Customer Data.

18.             Warranties and Disclaimers

18.1           Disclaimer of Implied Warranties. To the maximum extent permitted by applicable law, Provider disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, title, and non-infringement.

18.2          No Performance Guarantees. Provider does not warrant that: (a) the Services will be uninterrupted, error-free, or free from vulnerabilities; (b) defects will be corrected within any specified timeframe; or (c) the Services will meet Customer's specific requirements beyond the specifications agreed upon in the Documentation and applicable Order Form.

18.3          No Legal Advice. Provider is not a law firm and does not provide legal advice. The Services and AI Outputs are for informational, drafting, workflow, and contract review support only. Customer is solely responsible for legal review and for deciding whether to accept, reject, negotiate, approve, escalate, sign, or rely on any contract, contract position, suggested edit, approval, or AI Output.

18.4          No Legal, Professional, or Outcome Guarantee. Provider does not warrant that the Services, Customer Playbooks, AI Outputs, suggested edits, approvals, or audit trails will identify every issue, produce a legally sufficient result, achieve any contract outcome, or satisfy Customer's legal, regulatory, business, or contracting requirements.

18.5          Express Warranties. Provider's sole express warranties are that:

(a)             The Services will perform in all material respects under the Documentation current as of the effective date or period stated in the Documentation, subject to updates made by Provider in the ordinary course of business. The exclusive remedy for a breach of the warranty in this subsection is, at Provider's sole election: (i) re-performance of the non-conforming Services; or (ii) a pro-rata credit against future Fees for the affected period, not exceeding one (1) month's Fees.

(b)             Provider will use commercially reasonable efforts to meet the service level metrics set out in any signed Order Form, with the sole remedy for failure being the service credits specified in it, if any.

(c)             The express representations stated elsewhere in this Agreement are true and correct.

18.6          Limitation Period. No warranty claim may be brought more than one hundred eighty (180) days after Customer first becomes aware of the alleged non-conformance.

19.            Beta Services

19.1           As-Is and As-Available. Beta Services are provided strictly on an "as-is" and "as-available" basis with no warranties of any kind, whether express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement.

19.2          No Service Levels. No service level agreement, uptime commitment, support obligation, or service credit regime applies to Beta Services unless explicitly agreed to by Provider.

19.3          No Liability. Provider bears no liability for any loss, damage, data corruption, data loss, or business interruption arising from or related to Customer's use of Beta Services, regardless of the theory of liability (whether in contract, tort, strict liability, or otherwise) and even if Provider has been advised of the possibility of such loss or damage.

19.4         Modification and Discontinuation. Provider retains sole and absolute discretion to modify, suspend, or permanently discontinue any Beta Service at any time without prior notice and without any obligation to provide a migration path, data export window, or compensation of any kind.

19.5          No Release Obligation. Provider is under no obligation to release a generally available version of any feature or functionality made available in beta.

19.6          Voluntary Participation. Customer's participation in any Beta Service is entirely voluntary and opt-in. By accessing a Beta Service, Customer acknowledges and accepts the conditions set out in this Section.

19.7          Confidentiality of Beta Services. All Beta Services features, functionality, roadmap information, and related documentation are Provider's Confidential Information. Customer must not disclose, publicize, benchmark, or reference any Beta Service without Provider's prior written consent.

19.8          Core Obligations. Notwithstanding anything else in this Section, Provider's confidentiality and data-security obligations continue to apply to Customer Data processed through Beta Services.

20.            Termination by Provider

20.1           Termination Events. Provider may terminate this Agreement, in whole or in part, upon the occurrence of any of the following:

(a)             Non-Payment. Customer fails to pay any undisputed Fees when due and does not cure such failure within ten (10) days after receiving written notice of it.

(b)             Material Breach (Other Than Non-Payment). Customer materially breaches any provision of this Agreement (other than payment obligations) and, if capable of cure, fails to cure such breach within ten (10) days after receiving detailed written notice of it. If the breach is not capable of being cured, Provider may terminate immediately.

(c)             Insolvency. Customer files for bankruptcy protection, has an involuntary petition filed against it that is not dismissed within thirty (30) days, becomes subject to receivership, or makes an assignment for the benefit of creditors.

(d)             AUP Violation. Customer or its Authorized Users commit a serious violation of the AUP, including without limitation the introduction of malicious code, unauthorized access to Provider's systems, or excessive resource consumption that degrades multi-tenant availability, in which case Provider may terminate or suspend immediately.

(e)             Imminent Security Threat. Provider reasonably determines that Customer's continued access poses an imminent security threat to the Services, Provider's infrastructure, or other customers, in which case no cure period applies.

(f)              Unlawful Use. Customer uses the Services in a manner that is unlawful or that exposes Provider to material regulatory or civil liability, or material reputational harm, in which case termination may be immediate without cure.

20.2          Consequences of Termination by Provider. Upon termination by Provider:

(a)             all of Customer's access rights cease immediately;

(b)             all accrued, unpaid Fees become immediately due and payable and survive termination; and

(c)             Customer Data may be deleted, subject to the retention periods stated in this Agreement, after which Provider may delete it without notice or liability.

19.3          Cumulative Rights. Termination rights under this Section are cumulative and do not limit any other rights or remedies available to Provider at law or in equity.

21.           Termination by Customer

21.1          Termination for Cause. Except as expressly provided for month-to-month plans under Section 5.3, Customer may terminate this Agreement only for cause, as follows:

(a)             Provider materially breaches this Agreement and, where the breach is capable of cure, fails to remedy such breach within forty-five (45) days of receiving detailed written notice from Customer; or

(b)             Provider becomes insolvent, files for bankruptcy protection, has a receiver appointed, or makes an assignment for the benefit of creditors, in which case termination is effective immediately.

21.2        Refund. Upon termination by Customer for cause, Customer is entitled to a prorated refund of any prepaid, unused Fees.

22.             Governing Law and Dispute Resolution

22.1           Governing Law. This Agreement is governed by and will be construed under the laws of the Province of Alberta and the federal laws of Canada applicable in it, without regard to conflict of laws principles.

22.2          Jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the courts of the Province of Alberta, sitting in the City of Calgary (or Edmonton, as applicable), for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement.

22.3          Waiver of Jury Trial. To the extent permitted by applicable law, each party waives any right to trial by jury in any proceeding arising out of or relating to this Agreement.

23.           Force Majeure

23.1          Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond the reasonable control of the affected party, including natural disasters, acts of God, pandemics, epidemics, war, terrorism, riots, government actions, labour disputes, power failures, internet or telecommunications failures, or cyberattacks affecting critical infrastructure.

23.2         The affected party must: (a) promptly notify the other party in writing of the Force Majeure Event and its expected duration; (b) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event; and (c) resume performance as soon as reasonably practicable after the Force Majeure Event ceases.

23.3        If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement upon thirty (30) days' written notice to the other party.

24.           General Provisions

24.1          Entire Agreement. This Agreement, together with all Order Forms and schedules incorporated by reference, is the entire agreement between the parties for its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral.

24.2        Amendments. Provider may update these online Terms by posting revised Terms on its website. Updates apply immediately to new subscriptions and at the next renewal for existing subscriptions. Provider will give at least thirty (30) days' notice of material changes. Changes to the online Terms do not amend executed Enterprise Agreements and do not alter pricing or commercial commitments in existing Order Forms during the then-current Subscription Term.

24.3        Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from this Agreement. The remaining provisions will continue in full force and effect.

24.4        Waiver. No waiver of any right under this Agreement will be effective unless in writing. A party's failure to enforce any provision of this Agreement will not be a waiver of that provision or any other provision. No single or partial exercise of any right or remedy will prevent any further exercise of that right or remedy.

24.5         Assignment. Customer may not assign, transfer, or delegate this Agreement or its rights or obligations without Provider's prior written consent. Provider may assign all or part of this Agreement without Customer's consent to an Affiliate or to a successor in a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any prohibited assignment is void. This Agreement binds and benefits the parties and their permitted successors and assigns.

24.6        Notices. All notices required or permitted under this Agreement must be in writing and will be deemed given: (a) upon delivery if delivered personally; (b) upon confirmed transmission if sent by email to the address specified in the applicable Order Form; or (c) three (3) Business Days after deposit if sent by recognized national courier service with tracking. Provider may also provide notices through the Services interface for operational communications.

24.7         Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind the other or incur obligations on the other's behalf.

24.8        No Third-Party Beneficiaries. Except for indemnified parties expressly identified in this Agreement, no other person or entity has rights or remedies under it.

24.9      Interpretation. In this Agreement: (a) headings are for convenience only and do not affect interpretation; (b) "including" means "including without limitation"; (c) references to "days" mean calendar days unless "Business Days" is specified; and (d) words in the singular include the plural and vice versa.

24.10       Survival. The following Sections will survive termination or expiration of this Agreement: Sections 1 (Definitions), 6 (Fees and Payment, to the extent of accrued obligations), 10 (Confidentiality), 11 (Provider IP and IP Use Restrictions), 12 (Data), 14 (Customer Indemnification), 15 (Provider Indemnification), 15 (Limitation of Liability), 22 (Governing Law and Dispute Resolution), 24 (General Provisions), and all disclaimers, other limitations of liability, or provisions which by their terms or nature are meant to survive termination of the Agreement.

24.11      Order of Precedence. If these Terms conflict with an Order Form, the Order Form controls. If these Terms conflict with an incorporated schedule or policy other than an Enterprise Agreement, these Terms control unless that document expressly overrides a specific provision. If an Order Form conflicts with an Enterprise Agreement, then the Enterprise Agreement controls to the extent of the conflict.

24.12      Export Compliance. Customer will comply with all applicable export control and trade sanctions laws and regulations in connection with its use of the Services. Customer represents and warrants that it is not located in, organized under the laws of, or a resident of any country or territory that is subject to comprehensive trade sanctions.