Subscription Agreement

This Subscription Agreement (this “Agreement”) contains terms and conditions that govern your purchase of subscriptions to, and use of, the Services (as defined below), and is a contract between BIZAIOS | Business Meets AI., a corporation incorporated under the laws of British Columbia, Canada (“BIZAIOS | Business Meets AI”), and you or the entity or organization that you represent.

If you are an individual using the Services for your own purposes: (1) all references to “Customer” are to you and (2) you represent and warrant that you are at least 18 years of age, or have otherwise reached the age of “majority” where you reside, and that you have the right, power and authority to enter into this Agreement.

If you are using the Services on behalf of an entity or organization that you represent: (1) all references to “Customer” are to that entity or organization and (2) you represent and warrant that you are at least 18 years of age, or have otherwise reached the age of “majority” where you reside, and that you have the right, power and authority to enter into this Agreement on behalf of Customer.

This Agreement becomes binding and effective on Customer upon the earliest of: (1) when you access or use the Services, (2) when you click an “I Accept,” “Sign up” or similar button or check box referencing this Agreement, or (3) when you enter into an Order (as defined below) with BIZAIOS | Business Meets AI.

1. Orders

This Agreement sets forth the terms pursuant to which Customer may access and use BIZAIOS | Business Meets AI’s Services in connection with one or more Orders. Subject to the terms of an Order, the Services will support Customer’s operation of a digital customer loyalty program for the Customer’s business (collectively, but exclusive of the subscribed Services, “Customer’s Environment”).

2. Access and Use

2.1. Subject to the applicable Order and this Agreement, BIZAIOS | Business Meets AI hereby grants to Customer the right to access and use the Services in accordance with the Documentation during the Order Term for Customer’s Environment.

2.2. All rights granted by each Party to the other under this Section 2 are limited, nonexclusive and, except as otherwise provided in this Agreement, non-transferable.

3. Availability

BIZAIOS | Business Meets AI commits to make the Services Available at least 99.8% of the time, exclusive of any time the Services are not Available as a result of one or more Exceptions (the “Availability Standard”). If the actual Availability of the Services is less than the Availability Standard in any two consecutive months, Customer may terminate the applicable Order in the calendar month following such two-month period upon written notice to BIZAIOS | Business Meets AI. In the event of such termination, BIZAIOS | Business Meets AI will issue Customer a Pro-Rated Refund (as defined in Section 14.4).

4. Support

Subject to this Agreement, BIZAIOS | Business Meets AI will provide Support to Authorized Users through email. Although resolution times are not guaranteed, BIZAIOS | Business Meets AI commits to respond to each request for Support from an Authorized User (each, a “Support Request”) within 48 hours. Customer’s sole and exclusive remedy for any alleged failure by BIZAIOS | Business Meets AI to provide Support with reasonable skill, care and diligence following a Support Request shall be re-performance of the applicable Support.

5. Security and Privacy

5.1. Each Party has obligations with respect to the security of the Services and Customer Data. Taking into account the nature and types of Customer Data, BIZAIOS | Business Meets AI will employ administrative, physical and technical measures in accordance with applicable industry practice to protect the Services and prevent the accidental loss or unauthorized access, use, alteration or disclosure of Customer Data under its control during each Order Term.

5.2. Customer is responsible for properly configuring the Services in accordance with the Documentation, enabling single sign-on for Customer’s accounts, and securing access credentials. Customer agrees to use reasonable efforts to prevent unauthorized access or use of the Services and to promptly notify BIZAIOS | Business Meets AI if it believes any credentials have been compromised.

5.3. Except for limited Personal Information in Account Data, BIZAIOS | Business Meets AI does not require Personal Information for Customer’s access and use of the Services. Customer shall not use the Services to process any Sensitive Information and shall use reasonable efforts to restrict inclusion of other Personal Information in Customer Data.

5.4. BIZAIOS | Business Meets AI may process Usage Data, Customer Data, and Account Data: (a) to manage Customer’s account; (b) to provide and improve the Services and Support; and (c) to provide Customer with service announcements and reporting. BIZAIOS | Business Meets AI may also use aggregated or anonymized Usage Data to improve services and develop new features. Processing is always subject to this Agreement, the Privacy Policy, and Applicable Law.

6. Customer Responsibilities and Restrictions

Customer is solely responsible for: (a) Customer’s Environment; (b) all Account Data, Customer Data and credentials; (c) providing any required notices to, and obtaining any required consents from, individuals whose Personal Information may be included in Customer Data; and (d) ensuring use of the Services complies with the Acceptable Use Policy and all Applicable Laws.

Customer shall not (a) enable unauthorized users to access the Services; (b) attempt to gain unauthorized access; (c) use the Services for competitive analysis; (d) reverse engineer or copy the Services except as permitted by law; (e) resell or distribute the Services; (f) use or permit use of the Services in violation of Applicable Law; or (g) otherwise misuse the Services.

7. Compliance with Applicable Laws

Each Party agrees to comply with all Applicable Laws.

This includes compliance with:

• Canadian privacy laws (PIPEDA and British Columbia’s PIPA);

• U.S. privacy laws (such as CCPA/CPRA, where applicable);

• Anti-bribery and anti-corruption laws (such as Canada’s Corruption of Foreign Public Officials Act, the U.S. FCPA, and the UK Bribery Act 2010); and

• Trade and export control laws administered by Global Affairs Canada, the U.S. Commerce Bureau of Industry and Security, and the U.S. Treasury Office of Foreign Assets Control.

8. Pricing and Fees

Customer agrees to pay all fees in accordance with the applicable Order and Pricing Page. Unless otherwise specified, fees are payable in Canadian or U.S. dollars as designated, exclusive of applicable taxes (including GST/HST/PST in Canada). Customer is responsible for all taxes except those on BIZAIOS | Business Meets AI’s income.

9. Ownership

As between the Parties: (a) Customer owns all rights in Customer Data and Customer’s Environment; and (b) BIZAIOS | Business Meets AI owns all rights in the Services, Documentation and Feedback.

10. Confidentiality

Each Party agrees to protect Confidential Information of the other Party and not to disclose or use it except as permitted by this Agreement or as required by law.

11. Disclaimers

Except as expressly provided, the Services are provided “as is” without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

12. Term and Termination

This Agreement continues until expiration or termination of all Orders. Either Party may terminate for material breach if not cured within 30 days of notice. Upon termination, Customer’s rights to use the Services cease, but Customer may download its Customer Data for 30 days if all fees are paid.

13. Indemnification

BIZAIOS | Business Meets AI will defend Customer against third-party claims alleging that the Services infringe intellectual property rights, subject to exclusions (e.g., misuse or modifications by Customer).

Customer will defend BIZAIOS | Business Meets AI against claims arising from Customer Data, misuse of the Services, or breach of this Agreement.

14. Limitation of Liability

To the fullest extent permitted by law:

(a) neither Party is liable for indirect, incidental, special, or consequential damages; and

(b) each Party’s aggregate liability is limited to the fees paid by Customer in the twelve (12) months preceding the claim.

15. Governing Law & Venue

Except to the extent Applicable Law requires otherwise, this Agreement 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 giving effect to conflict of law principles. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the courts of Langley, British Columbia, Canada, and the Parties expressly consent to personal jurisdiction and venue in those courts.

16. Miscellaneous

This Agreement, together with all Orders and the Acceptable Use Policy, constitutes the entire agreement between the Parties. It supersedes all prior agreements relating to the Services. This Agreement may be amended only in writing signed by both Parties or as otherwise provided herein. If any provision is held unenforceable, the remainder remains in effect.