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END USER TERMS OF SERVICE AGREEMENT


PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING “I AGREE TO THE TERMS & CONDITIONS”, EXECUTING AN ORDER, OR ACCESSING OR USING THE PLATFORM, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT.

This End User Terms of Service Agreement (this “Agreement”) is entered into as of the date Customer first accepts this Agreement or accesses the Platform (the “Effective Date”) and is made between Canobi Technologies Inc., a Canadian federal corporation with its principal place of business at 17725 Robinsons Corners Road, Maxville, Ontario, Canada K0C 1T0 (“Canobi”), and the business entity or individual accepting this Agreement (“Customer”; together with Canobi the “Parties” and each individually a “Party”).

Acceptance binds Customer to the terms of this Agreement in a legally enforceable contract with Canobi. If the person accepting this Agreement is doing so on behalf of a company or other legal entity, then you personally represent and warrant you have the authority to bind that company or entity to this Agreement. If the person accepting this Agreement is doing so on their own behalf, then Customer confirms they have reached the age of majority in their jurisdiction of residence and are legally capable of entering into a binding contract.

This Agreement governs Customer’s access to and use of Canobi’s cloud‑based business management platform and related artificial intelligence capabilities.

1. DEFINITIONS

“AI Input” means prompts, data, text, documents, files, queries, instructions, or other materials submitted by Users to the Artificial Intelligence Services through the Platform.

“AI Output” means any content, analysis, insights, recommendations, summaries, predictions, automation instructions, or other materials generated by Artificial Intelligence Services.

“AI Providers” means third‑party providers of artificial intelligence technologies used by the Platform.

“Artificial Intelligence Services” or “AI Services” means machine learning, generative artificial intelligence, algorithmic decision‑support systems, natural language processing technologies, and similar automated analytical tools integrated into the Platform.

“AUP” means Canobi’s Acceptable Use Policy, as updated from time to time by Canobi (available on Canobi’s website).

“Confidential Information” means Customer Data, any information about the business activities of either Party, including without limitation, any information regarding customers, contracts, manufacturing or marketing activities, and any other technical, commercial or other information of any kind, whether received in writing, electronically, verbally or other form.

“Customer Data” means all electronic data, content, files, or information submitted to the Platform by Customer or its Users, including AI Inputs.

“Customer Platforms” means Customer’s devices, networks, infrastructure, and third‑party systems used to access the Platform.

“Documentation” means Canobi’s manuals, training materials, support documentation, and online instructions relating to the Platform.

“Order” means an order form, subscription agreement, or other ordering document or input form completed by Customer to initiate or maintain its subscription to the Platform.

“Personal Data” ” means any information about an identifiable individual or other information that is subject to any privacy laws in Ontario or Canada, as applicable.

“Platform” means the Canobi.ONE cloud‑based platform, including all software, APIs, AI Services, analytics engines, interfaces, and hosted services operated by Canobi as part thereof.

“Privacy Policy” means Canobi’s Privacy Policy, as updated from time to time by Canobi (available on Canobi’s website).

“Term” has the meaning provided in Section 13.

“User” means any individual authorized by Customer to access the Platform.


2. ACCESS

2.1 Platform Access. Subject to the terms of this Agreement and payment of applicable fees, Canobi grants Customer a limited, non‑exclusive, non‑transferable, non‑sublicensable right during the Term to access and use the Platform solely for Customer’s own business purposes in one industry. Customer’s right is limited to the number of unique Users described by Canobi for the Platform offering indicated in Customer’s Order (“User Limits”).

2.2 Account Responsibility. Customer is responsible for all activity occurring under its accounts and credentials and must maintain the confidentiality of account credentials. Customer shall promptly notify Canobi of any unauthorized access or suspected breach involving Customer accounts.

2.3 Users. Subject to User Limits, Customer may allow its directors, officers, employees, agents, contractors, subcontractors and other representatives (“Representatives”), its affiliates and their Representatives, and other Users to access the Platform provided Customer remains fully responsible for their compliance with this Agreement.

2.4 Service Modifications. Canobi may modify the Platform, including AI Services, features, models, integrations, or infrastructure, provided that such modifications do not materially reduce core functionality purchased under an active Order.

3. ARTIFICIAL INTELLIGENCE SERVICES

3.1 Nature of AI Services. The Platform incorporates Artificial Intelligence Services designed to analyze data and generate AI Outputs that assist Users with automation, analytics, insights, and operational optimization. AI Services may utilize technologies developed by Canobi or by third‑party AI Providers.

3.2 AI Input Processing. Customer acknowledges that AI Inputs submitted through the Platform may be transmitted to AI Providers for processing in order to generate AI Outputs. Such processing may occur on infrastructure outside the direct control of Canobi and may occur in jurisdictions outside Canada.

While Canobi will use commercially reasonable efforts to engage reputable AI Providers with appropriate security and confidentiality standards, Customer acknowledges that such providers operate independently.

Customer agrees not to submit through AI Inputs:

  • trade secrets or confidential information that Customer is not authorized to disclose
  • Excluded Data defined in this Agreement
  • regulated personal information unless explicitly permitted by Canobi.

3.3 AI Model Training Restrictions. Customer Data and AI Inputs submitted to the Platform will not be used by Canobi to train or improve generalized artificial intelligence models intended for public or shared use, except where such data has been irreversibly anonymized and aggregated so that it cannot reasonably identify Customer or any individual. Where AI Services rely on third‑party AI Providers, Canobi will use commercially reasonable efforts to configure those services to prevent Customer Data from being used to train public or shared AI models where such configuration options exist.

3.4 AI Limitations. Artificial Intelligence technologies rely on probabilistic modeling and automated processing. AI Outputs may contain inaccuracies, omissions, outdated information, or incorrect interpretations. AI Outputs are provided solely for informational and decision‑support purposes. Customer is solely responsible for reviewing, validating, and determining the suitability of any AI Output before relying upon it.

3.5 AI Output Non‑Reliance. Customer acknowledges that AI Outputs:

  • do not constitute legal, financial, business, or professional advice
  • may not reflect actual business conditions
  • may require human verification before operational use.

Customer assumes sole responsibility for decisions made based on AI Outputs.

3.6 Non‑Unique AI Outputs. Customer acknowledges that due to the nature of machine learning systems, AI Outputs generated for Customer may be similar or identical to outputs generated for other users. Such similarity shall not constitute a breach of confidentiality or intellectual property rights.

3.7 Automated Decision Support Disclaimer. The Platform provides decision‑support functionality only. The Platform does not make autonomous legal, financial, regulatory, employment, or operational decisions on behalf of Customer. All decisions based on AI Outputs remain the responsibility of Customer.

3.8 AI Provider Substitution. Canobi may substitute, replace, or integrate additional AI Providers or underlying models at any time in order to improve performance, reliability, security, or functionality.

3.9 AI Feature Evolution. Customer acknowledges that AI technologies evolve rapidly. Canobi may modify, enhance, restrict, or discontinue AI features as part of ongoing product development.

4. CUSTOMER DATA

4.1 Ownership. Customer retains all rights, title, and interest in Customer Data.

4.2 License to Process Data. Customer grants Canobi a worldwide, non‑exclusive license to host, process, transmit, analyze, and store Customer Data as necessary to provide the Platform and AI Services.

4.3 Processing of Personal Data. To the extent that Customer Data includes Personal Data, the parties acknowledge that Customer acts as the data controller (or equivalent under applicable law) and Canobi acts as a data processor or service provider solely for the purpose of providing the Platform and Artificial Intelligence Services. Canobi will process Personal Data only:

  • in accordance with Canobi’s Privacy Policy
  • as necessary to provide the Platform
  • in compliance with applicable privacy and data protection laws.

Customer represents and warrants that it has obtained all necessary rights, permissions, and consents required to submit Personal Data to the Platform and to permit its processing by Canobi and applicable AI Providers.

4.4 Data Processing by AI Providers. Customer acknowledges that Canobi may engage subprocessors, including cloud hosting providers, infrastructure providers, and AI Providers, in order to provide the Platform. Canobi will require such subprocessors to maintain reasonable confidentiality and data protection obligations consistent with this Agreement.

4.5 Security Measures. Canobi will maintain administrative, technical, and organizational safeguards designed to protect Personal Data against unauthorized access, disclosure, alteration, or destruction. These safeguards may include:

  • encryption of data in transit
  • access control mechanisms
  • system monitoring and logging
  • vulnerability management practices.

4.6 Data Subject Requests. To the extent required by applicable law, Canobi will provide reasonable assistance to Customer in responding to lawful requests from individuals seeking to exercise rights related to their Personal Data.

4.7 International Transfers. Customer acknowledges that Customer Data and Personal Data may be processed in jurisdictions outside Customer’s home jurisdiction, including Canada and other jurisdictions where Canobi or its subprocessors maintain operations. Where required by applicable law, Canobi will implement appropriate safeguards for cross‑border data transfers.

4.8 Data Breach Notification. If Canobi becomes aware of a confirmed security breach affecting Personal Data within the Platform, Canobi will notify Customer without undue delay and will take reasonable steps to investigate and mitigate the incident.

4.9 Data Deletion. Following termination of this Agreement, Customer may request export of Customer Data within thirty (30) days. After such period Canobi may permanently delete Customer Data. Customer acknowledges that deletion from the Platform may not remove AI Inputs previously processed by AI Providers.

5. EXCLUDED DATA

Customer shall not submit the following to the Platform (“Excluded Data”):

  • social insurance numbers
  • payment card data
  • biometric identifiers
  • genetic data
  • protected health information
  • classified government data.

The Platform is not designed to store or process such data.

6. ACCEPTABLE USE

Customer shall not:

  • reverse engineer or attempt to extract Platform source code
  • share User credentials or otherwise attempt to circumvent any User Limits
  • build competing products using Platform functionality
  • misuse AI Services in contravention of the AUP
  • generate unlawful or harmful content
  • interfere with Platform security or operations
  • use the Platform in any application in which death, serious personal injury, or severe physical, environmental or property damage is a foreseeable consequence of Platform or AI Output use or failure ("High-Risk Applications"), including monitoring, operation or control of nuclear facilities, mass transit systems, aircraft navigation, flight control or communications systems, air traffic control systems, weapon systems, and life-support machines
  • use the Platform in the development, production, handling, maintenance, storage, detection, identification or dissemination of chemical, biological or nuclear weapons or their missile delivery systems, or of materials or equipment that could be used in such weapons or their missile delivery systems.

Canobi may suspend access in response to violations of this Section.

7. INTELLECTUAL PROPERTY

7.1 Platform Ownership. Canobi retains all rights, title, and interest (including intellectual property rights) in and to the Platform including software, algorithms, models, interfaces, and documentation.

7.2 AI Input and AI Output Rights. Subject to applicable law, Canobi’s rights in the Platform, and third‑party rights, Customer retains all rights, title, and interest in and to Customer Data and AI Outputs (if any). Customer acknowledges that AI Outputs may not be unique and may not be protected by intellectual property rights. Customer hereby grants Canobi a non-exclusive, worldwide, fully paid-up, royalty free, perpetual, irrevocable and sublicensable right and licence to access, use, reproduce and distribute Customer Data and AI Output as reasonably required to host such data and output on Canobi’s or third party platforms, solely for the purpose of providing the Platform to Customer as contemplated under this Agreement.

7.3 Improvements. Canobi may use anonymized and aggregated usage data to improve the Platform.

7.4 Feedback. Customer agrees that Canobi may use any suggestion, recommendation or feedback provided to Canobi by Customer for new features, new functionalities or improvements to enhance or modify the Platform, or any part thereof (collectively, “Feedback”), and that such new features, new functionalities or improvements (including the design, implementation, further improvement and development of same) will be the sole exclusive property of Canobi and any and all claims of Customer to same, in any capacity, are waived and released. For clarity, Canobi shall have no obligation to incorporate the Feedback into the Platform and Customer shall have no obligation to provide Feedback.

8. CONFIDENTIALITY

8.1 Obligation. If either Party (each a “Receiving Party”) receives Confidential Information from the other Party (each a “Disclosing Party”), the Receiving Party shall: (a) keep the Confidential Information strictly confidential; (b) not pass the Confidential Information to any third party, even under a confidentiality agreement, without the prior written consent of the Disclosing Party; (c) make available the Confidential Information only to those of its officers and employees who need to have access to it for the purpose of the Agreement; and (d) use the Confidential Information only for purposes of the Agreement.

8.2 Exceptions. The foregoing obligations shall not apply to any portion of Confidential Information which the Receiving Party can demonstrate: (a) was known to the Receiving Party prior to its receipt from the Disclosing Party; (b) at the time of disclosure was, or thereafter becomes through no fault of the Receiving Party, generally available to the public by publication or otherwise; (c) was received without any obligation of secrecy from a third party which, to the best knowledge of the Receiving Party, has the right to disclose the same; (d) was independently developed by the Receiving Party or for the Receiving Party by a non-affiliated third party; (f) was disclosed in order to comply with applicable law or with a court or administrative order.

8.3 Before making any disclosure pursuant to Section 8.2(f), the Receiving Party must: (a) give the Disclosing Party details of the reasons for the disclosure and a copy of the information the Receiving Party proposes to disclose; (b) where reasonably possible, provide the Disclosing Party with sufficient notice to enable the Disclosing Party to seek a protective order or other remedy; and (c) provide the Disclosing Party with all assistance and co-operation which the Disclosing Party considers necessary to prevent or limit that disclosure including by making such amendments to the terms of the disclosure, as may be requested by the Disclosing Party.

8.4 The Receiving Party shall impose the same obligations as set out above on all of its officers and employees having access to the Confidential Information, both during and following their retention by the Receiving Party. Each Receiving Party shall be liable for any breach of the Agreement by its officers and employees.

9. SECURITY

Canobi maintains security practices designed to protect the Platform including:

  • authentication and access controls
  • encryption in transit
  • monitoring and logging
  • vulnerability management.

Customer remains responsible for securing its own devices and networks.

10. REPRESENTATIONS AND WARRANTIES

Each Party represents that it has the legal authority to enter this Agreement. Except as expressly stated, the Platform and AI Services are provided “AS IS”. Canobi disclaims all warranties and conditions including:

  • merchantability
  • fitness for a particular purpose, including any High-Risk Applications
  • accuracy or reliability of AI Outputs
  • uninterrupted or error‑free operation.

11. INDEMNIFICATION

Customer shall defend and indemnify Canobi against claims arising from:

  • Customer Data
  • AI Inputs submitted by Users
  • misuse of the Platform
  • violations of applicable law
  • reliance on AI Outputs without verification.

12. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

12.1 Cap. If circumstances arise where Customer is entitled to recover damages relating to this Agreement, the aggregate liability of Canobi, if any, will in no event exceed the fees paid by Customer to Canobi under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

12.2 Indirect and Consequential. Neither Party shall be liable for any special, incidental, indirect, consequential, exemplary or punitive damages, or any damages for loss of profits, loss of data, business interruption or loss of data or reliance on AI Outputs arising from or relating to this Agreement. These limitations will apply regardless of the claim, and regardless of whether such Party had been advised of the possibility of such damages, but shall not apply to breach of confidentiality obligations.

12.3 AI Liability Shield. Customer acknowledges that Artificial Intelligence Services may rely upon technologies provided by independent third‑party AI Providers. To the maximum extent permitted by law, Canobi shall not be liable for claims arising from:

    • inaccuracies or hallucinations generated by AI models
    • bias or offensive outputs generated by AI systems
    • intellectual property claims relating to AI‑generated content
    • changes or updates to models performed by AI Providers
    • outages, security incidents, or failures affecting AI Providers.

Customer acknowledges that such risks are inherent in the use of artificial intelligence technologies.

13. TERM AND TERMINATION

13.1 Term. This Agreement begins on the Effective Date and continues for the period specified in the applicable Order (“Term”). Subject to payment of applicable fees, the Term will automatically be extended thereafter for consecutive one-month periods unless either Party provides thirty (30) days written notice of non‑renewal.

13.2 Termination Without Cause. Customer may terminate this Agreement upon 30 days prior notice. Except as otherwise expressly provided by Canobi in writing, Customer will not be entitled to any refund of amounts paid to Canobi for its subscription.

13.3 Termination for Breach. Either Party may terminate for material breach if the breach is not cured within thirty (30) days.

13.4 Obligations on Termination. Upon termination of this Agreement for any reason each Party shall promptly, at the other Party’s request, return to the other Party or destroy, any Confidential Information of the other Party, which is then in its custody or control in any medium or form; and (b) Customer shall, and shall ensure its Representatives and Users, immediately cease all use of the QView Platform.

13.5 Suspension. Canobi may suspend Platform access if Customer or User use threatens Platform security or violates the AUP.

14. GOVERNING LAW

This Agreement is governed by the laws of the Province of Ontario and applicable Canadian federal law, without regard to any conflicts of law principles. The Parties irrevocably attorn to the non-exclusive jurisdiction of the courts located in the Province of Ontario to determine issues arising from this Agreement..

15. EXPORT COMPLIANCE

Customer shall comply with all applicable export control and sanctions laws.

16. FORCE MAJEURE

Neither Party shall be liable for delays caused by events beyond reasonable control including natural disasters, war, terrorism, pandemics, infrastructure failures (including third-party host server or AI providers), or internet outages.

17. ASSIGNMENT

Customer may not assign or transfer this Agreement without Canobi’s prior written consent.

18. ENTIRE AGREEMENT

This Agreement, including the Order, AUP and Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior agreements regarding the Platform.

19. AMENDMENTS

Canobi may modify this Agreement by posting an updated version and providing notice to Customer. Continued use of the Platform after the effective date constitutes acceptance of the updated Agreement. Canobi may revise the AUP and Privacy Policy at any time by posting a new version on Canobi’s website, and such new version will become effective on the date it is posted.

20. CONTACT

Legal notices to a Party may be sent to the company’s registered address or to the designated contact email provided as part of the Order or published on the Party’s website.

21. SEVERABILITY

If any part of this Agreement is held to be invalid or unenforceable, such part shall be severed and the rest of the provision and all other provisions of this Agreement shall, to the extent reasonably possible, continue in full force and effect.

22. WAIVER

No waiver of, failure to exercise, or delay in exercising, any Section of this Agreement constitutes a waiver of any other Section (whether or not similar), nor does any waiver constitute a continuing waiver unless otherwise expressly provided.

24. SURVIVAL

Upon expiration or termination of this Agreement, all provisions of this Agreement, which, by their nature and surrounding circumstances, reasonably should survive expiration or termination, will survive expiration or termination of this Agreement.

25. INTERPRETATION

In this Agreement: (a) the singular includes the plural and vice versa; (b) “including” and “includes” mean “including, without limitation”; (c) section headings are for convenience only and do not affect interpretation; (d) statutory references include all related regulations and any amendments, replacements or re-enactments; and (e) reference to “$” or currency are to Canadian dollars.