1. Definitions

1.1 In this Agreement, the following terms have the meanings set out below:

“TGMT”, “we”, or “us” means TGMT-Systems Inc., whose principal place of business is at 1205 Queens Park, Gatineau, Quebec, Canada, J9J 2Z2, operating the Kohezion platform.

“Customer” or “you” means the individual or legal entity that accepts this Agreement, enters into an Order Form, or holds an Account.

“Services” means TGMT’s products, software, services, applications, websites, hosted functionality, and related features, including the Kohezion platform, but excluding Professional Services provided under a separate written agreement or statement of work.

“Software” means the software, source and object code, hosted applications, components, engines, and related technology provided or made available by TGMT as part of the Services.

“Account” means the Customer’s account for the Services, including all Users, settings, and Customer Content associated with it.

“Customer Content” means all data, records, files, documents, images, text, logos, communications, and other information or content that the Customer or its Users submit, post, upload, transmit, store, or display on or through the Services, together with Output that is treated as Customer Content under Section 8.6. Customer Content includes the Customer’s proprietary information embodied in such content, but does not include the Software, TGMT Materials, Aggregated Data, system metadata, or the platform structures, configuration objects, definitions, or other elements used to organize, display, process, automate, or operate Customer Content.

“TGMT Materials” means the Services, Software, Documentation, source and object code, APIs, database architecture, physical and logical storage structures, platform schemas, system metadata, application definitions, database and field definitions, field types, relationship definitions, forms and layouts, views, dashboard and report definitions, workflow and automation definitions, configuration metadata, templates, sample applications, designs, interfaces, libraries, connectors, tools, algorithms, methods, know-how, processes, architectures, generic or reusable workflows, components, structures, techniques, and other materials or technology provided, owned, developed, configured, or licensed by TGMT, together with all intellectual property rights in them, whether existing before or developed during the term of this Agreement. TGMT Materials include the structural and configuration elements of applications created or configured within the Services, whether configured by the Customer, a User, or TGMT, but exclude Customer Content and Customer Confidential Information embodied in or displayed through those structures.

“User” means an individual natural person authorized by the Customer to access the Services under the Customer’s Account through that person’s own named user account, except where a particular feature or Order Form expressly permits another access model.

“Order Form” means an ordering document, proposal, online checkout record, quote, or other written or electronic ordering instrument accepted by TGMT that identifies the Services, subscription level, User quantities, fees, Subscription Term, Hosting Region if applicable, or other commercial terms applicable to the Customer.

“Subscription Term” means the initial subscription period and each renewal period for the Services, as specified in an Order Form or, if not specified there, as determined by the Customer’s selected monthly or annual payment plan.

“Documentation” means TGMT’s user guides, technical documentation, published specifications, and other instructions made available by TGMT for use of the Services, as updated from time to time.

“Professional Services” means implementation, configuration, custom development, analysis, training, consulting, data migration, custom export, or other professional services provided by TGMT under a separate written agreement, Order Form, or statement of work.

“Analysis Materials” means recommendations, solution designs, solution architectures, diagrams, specifications, implementation approaches, data models, workflow designs, configuration concepts, estimates, prototypes, technical documentation, and other materials created by TGMT in connection with an analysis, discovery, assessment, or solution-design engagement, excluding Customer Content, Customer Confidential Information, and the Customer’s underlying business information, requirements, process descriptions, instructions, ideas, and know-how.

“Hosting Region” means the geographic region designated by TGMT or stated in an applicable Order Form for the primary storage of Customer Content at rest, including routine backups, subject to Section 15.

“Personal Information” means information relating to an identified or identifiable individual, or any substantially equivalent term under applicable privacy law.

“Regulated Data” means data that, because of its nature or the Customer’s intended use, requires a specialized compliance environment, contractual commitment, certification, or technical control beyond those generally provided for ordinary business Personal Information, including PHI, payment card account data, authentication data, biometric identifiers used for identification, or other categories expressly identified by TGMT as requiring specialized handling. The presence of ordinary Personal Information – including names, addresses, phone numbers, email addresses, dates of birth, or government-issued identification numbers – does not by itself make Customer Content Regulated Data under this Agreement, provided the Customer is legally permitted to process that information and the applicable use does not require a specialized TGMT compliance environment.

“PHI” means protected health information as defined under the U.S. Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended (“HIPAA”).

“BAA” means a business associate agreement executed in writing between the Customer and TGMT governing PHI under HIPAA.

“DPA” means a data processing addendum or other written data protection agreement executed between the Customer and TGMT where required by applicable privacy law.

“Service Level Agreement” or “SLA” means a service level agreement expressly identified in an applicable Order Form or other written agreement accepted by TGMT. No SLA applies unless TGMT expressly agrees to it in writing.

“Aggregated Data” means data derived from the operation of the Services that has been aggregated and de-identified so that it does not identify, and cannot reasonably be used to identify, the Customer, any User, or any individual.

“Output” means text, extracted data, structured information, summaries, classifications, responses, or other results generated by an artificial intelligence, OCR, automation, or similar feature of the Services from Customer Content submitted or selected by the Customer.

“Feedback” means suggestions, ideas, enhancement requests, or other feedback regarding the Services provided by the Customer or its Users, excluding Customer Content.

1.2 This document, together with any Order Form and any policies or agreements expressly incorporated under these Terms, is referred to as the “Terms” or this “Agreement”.

2. Acceptance of the Terms

2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.

2.2 You can accept the Terms by (a) clicking to accept or agree to the Terms where this option is made available to you in the user interface for any Service, (b) executing or accepting an Order Form that incorporates these Terms, or (c) actually using the Services, in which case you understand and agree that TGMT will treat your use of the Services as acceptance of the Terms from that point onwards.

2.3 If you accept the Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, and “Customer” refers to that entity.

2.4 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with TGMT, or (b) you are a person barred from receiving the Services under the laws of Canada or other applicable countries, including the country in which you are resident or from which you use the Services.

2.5 Before you continue, you should print or save a local copy of the Terms and any applicable Order Form for your records.

3. Language of the Terms

3.1 Where TGMT provides a translation of the English language version of the Terms, the translation is provided for convenience unless applicable law requires otherwise. Subject to mandatory applicable law, the English language version will govern the relationship between the parties and, in the event of a contradiction, will prevail over a translation.

3.2 Subject to mandatory applicable language laws, the parties expressly wish that this Agreement and all related documents be drawn up in English. A French version may be made available by TGMT upon request. Where applicable law requires that a French version be provided before a party may validly elect to be bound by an English version, that election is effective only after the applicable legal requirements have been satisfied.

4. Provision of the Services

4.1 TGMT may have subsidiaries and affiliated legal entities (“Subsidiaries and Affiliates”). These entities may provide some or all of the Services on behalf of TGMT, and the Customer acknowledges and agrees that they are entitled to do so.

4.2 TGMT may modify, improve, replace, add, or remove features of the Services from time to time. TGMT will not make a change that materially reduces the contractual protections for Customer Content set out in Sections 8 and 9 during a paid Subscription Term, except where the change is required by law or security requirements, or is reasonably necessary as a result of a material third-party provider change or dependency. Where reasonably practicable, TGMT will use commercially reasonable efforts to preserve substantially equivalent protections.

4.3 TGMT may establish and modify reasonable limits on transmissions, storage, API calls, processing, or other usage of the Services based on the Customer’s plan, technical requirements, security considerations, or reasonable use policies.

4.4 The Services are operated using third-party cloud infrastructure, including Amazon Web Services (AWS), designed for high availability and reliability. The Customer is solely responsible for maintaining a stable and adequate internet connection, compatible devices, browsers, networks, and configurations. TGMT is not liable for performance issues arising from the Customer’s network, equipment, configurations, or internet service providers.

4.5 Certain features of the Services, including Karla, may use third-party artificial intelligence providers acting as TGMT subprocessors to process Customer Content solely to provide the feature requested by the Customer. TGMT does not use Customer Content to train TGMT or third-party artificial intelligence or machine learning models, and TGMT engages its AI providers under terms that do not permit Customer Content submitted through the Services to be used to train their models. AI features are optional and may be enabled or disabled by the Customer, subject to plan and account settings.

4.6 TGMT may make available features, functionality, or services identified as beta, preview, pilot, early access, experimental, or evaluation. Use of such features is optional. They are provided as-is and as available, may contain defects, may be changed, suspended, or discontinued at any time without notice, and are excluded from service levels, warranties, support commitments, and other commitments unless TGMT expressly agrees otherwise in writing.

4.7 TGMT has no obligation to provide Professional Services unless they are expressly purchased under an Order Form, statement of work, or other written agreement accepted by TGMT.

4.8 Artificial intelligence and automated features may produce outputs that are inaccurate, incomplete, non-unique, or unsuitable for a particular purpose. The Customer is responsible for independently reviewing and validating outputs before relying on them and for all decisions, actions, and omissions based on those outputs. TGMT does not warrant the accuracy, completeness, legality, or fitness of AI-generated output, and such output does not constitute medical, legal, financial, clinical, or other professional advice. Availability and functionality of AI features may depend on third-party providers.

4.9 Analysis and Custom Implementation. Certain Professional Services may require an analysis, discovery, assessment, or solution-design phase before TGMT can determine the appropriate implementation, scope, effort, technical approach, feasibility, or fees.

4.9(a) Authorization of analysis. An analysis engagement may be authorized through an accepted proposal, Order Form, quote, email confirmation, or other written or electronic approval identifying the analysis work and applicable fees. A separate statement of work is not required unless TGMT determines otherwise.

4.9(b) Analysis activities and Customer cooperation. During an analysis engagement, TGMT may review the Customer’s requirements, processes, existing data, integrations, workflows, desired outcomes, technical constraints, and other information reasonably necessary to evaluate and design a proposed solution. The Customer will provide timely and accurate information and reasonable cooperation necessary for the analysis. The analysis may include meetings, review of existing systems or data, prototypes or configuration work, recommendations, solution design, estimates, or an implementation proposal, but TGMT is not required to produce any particular report, specification, or other deliverable unless expressly agreed in writing.

4.9(c) Preliminary nature and no implementation commitment. Any preliminary estimate, anticipated scope, proposed functionality, schedule, technical approach, or other information discussed before or during the analysis is preliminary and may change as additional requirements, dependencies, limitations, risks, or technical considerations are identified. Completion of an analysis engagement does not obligate TGMT to perform the resulting implementation and does not obligate the Customer to purchase it.

4.9(d) Authorization of implementation. If TGMT is willing to perform an implementation following analysis, implementation will begin only after TGMT and the Customer accept a proposal, Order Form, quote, email confirmation, or other written or electronic authorization identifying the applicable implementation work and fees. Unless expressly identified as fixed-price or as a binding completion commitment in that authorization, estimates of hours, effort, fees, completion dates, or schedules are estimates only and are not guarantees.

4.9(e) Changes and additional work. If requirements, assumptions, dependencies, Customer instructions, data conditions, integrations, technical limitations, or other circumstances change or are discovered after implementation begins, TGMT may revise the proposed solution, estimated effort, fees, or schedule. Work outside the accepted implementation scope may require additional authorization and additional fees.

4.9(f) Ownership of analysis and implementation materials. The Customer retains all rights in its Customer Content, Customer Confidential Information, underlying business information, requirements, process descriptions, instructions, ideas, and know-how disclosed during an analysis or implementation engagement. Analysis Materials are TGMT Materials. TGMT retains all rights in its analysis methods, solution architecture, recommendations, technical designs, implementation approaches, application structures, schemas, configurations, workflows, automations, platform logic, technical methods, templates, tools, know-how, and other TGMT Materials created, developed, configured, or used in connection with the engagement, subject to any Customer-Specific Deliverable expressly agreed under Section 8.5.

4.9(g) Custom functionality within Kohezion; no exclusivity. Unless expressly agreed otherwise in writing, custom functionality implemented within the Kohezion Services is part of the Services and TGMT Materials. Payment for analysis or implementation does not grant the Customer exclusivity in any feature, functionality, method, workflow, configuration, or other TGMT Material and does not restrict TGMT from independently developing or providing similar functionality for other customers, subject to Sections 8, 9.2, and 10 concerning Customer Content and Customer Confidential Information.

4.9(h) Customer use of Analysis Materials. Subject to payment in full of the applicable analysis fees, TGMT grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Analysis Materials internally to evaluate the proposed solution and in connection with the Customer’s authorized use or implementation of the Kohezion Services. Unless TGMT expressly grants broader rights in an accepted proposal, Order Form, or other written agreement, the Customer may not sell, license, commercialize, publish, distribute, or provide Analysis Materials to a third party for the purpose of developing, reproducing, or implementing a competing or substitute solution. Nothing in this Section restricts the Customer from independently using or disclosing its own Customer Content, Customer Confidential Information, underlying business information, requirements, process descriptions, instructions, ideas, or know-how. TGMT may expressly grant broader use, disclosure, or ownership rights for Analysis Materials in an applicable proposal, Order Form, or other written agreement, including for a standalone consulting engagement.

5. Use of the Services; Acceptable Use

5.1 The Customer agrees that registration, billing, and account information provided to TGMT will be accurate, complete, and kept up to date.

5.2 The Customer will use the Services only for purposes permitted by this Agreement and applicable law, regulation, and generally accepted practices in the relevant jurisdictions, including applicable export control and sanctions laws.

5.3 The Customer will not access, or attempt to access, the Services by any means other than the interfaces provided by TGMT or APIs documented and made available by TGMT, unless TGMT specifically authorizes another method in writing. Unauthorized automated access, scraping, crawling, or extraction is prohibited.

5.4 The Customer will not, and will not permit any User or third party to, (a) interfere with or disrupt the Services or the servers or networks connected to them, (b) upload or transmit viruses, malware, ransomware, or other malicious code, (c) submit, store, or transmit Customer Content that is unlawful, infringing, fraudulent, or that the Customer does not have the right to submit, or (d) use the Services to violate the rights of another person.

5.5 Except where expressly permitted by an Order Form or feature of the Services, the Customer will not reproduce, duplicate, copy, sell, resell, rent, lease, sublicense, time-share, provide service-bureau access to, or commercially exploit the Services for the benefit of a third party.

5.6 The Customer is responsible for its Users, administrators, Customer Content, account configurations, and use of the Services, and for losses or claims resulting from a breach of this Agreement by the Customer or its Users.

5.7 The Customer represents and warrants that (a) it uses the Services for business purposes and not as a consumer, (b) neither it nor any of its Users is subject to applicable sanctions or named on a prohibited or restricted party list maintained by Canada, the United States, or another applicable jurisdiction, (c) it will not use, export, re-export, or permit access to the Services in an embargoed jurisdiction or for a prohibited end use, and (d) it will comply with applicable anti-corruption and anti-bribery laws in connection with this Agreement.

5.8 Access to TGMT APIs requires credentials issued or authorized by TGMT. Credentials may not be shared or disclosed except as expressly permitted by TGMT. TGMT may establish or modify usage and rate limits and may modify, deprecate, replace, or discontinue API versions upon reasonable notice where practicable, without any guarantee of backward compatibility unless expressly stated in an Order Form.

5.9 The Customer will not, and will not permit any third party to, except to the limited extent a restriction is prohibited by applicable law: (a) reverse engineer, decompile, disassemble, decode, or attempt to derive source code, underlying ideas, algorithms, data models, schemas, or non-public structure of the Services; (b) bypass, disable, defeat, or circumvent security controls, access restrictions, usage limits, license controls, or technical protections; (c) conduct penetration testing, vulnerability scanning, load testing, or security testing without TGMT’s prior written authorization; (d) publish or disclose comparative benchmark or performance testing of the Services without TGMT’s prior written consent; (e) use non-public aspects of the Services, TGMT Materials, or Documentation to build, train, test, or improve a competing product or service; or (f) access the Services for the purpose of copying their features, functionality, interfaces, workflows, or design.

6. Accounts, Users, and Security

6.1 Unless expressly stated otherwise in an Order Form or feature description, licenses are for individual named Users. Each natural person accessing the Services must use that person’s own user account. User credentials may not be shared.

6.2 The Customer is responsible for maintaining the confidentiality and security of all passwords, API credentials, administrator credentials, authentication methods, and devices used to access its Account. The Customer is responsible to TGMT for activity occurring through its Account to the extent resulting from the acts or omissions of the Customer or its Users, including compromised credentials, devices, authentication methods, or Customer-controlled configurations. The Customer is not responsible to TGMT for unauthorized activity to the extent caused by a security vulnerability or failure in the Services that was not caused or materially contributed to by the Customer or its Users, or by an unauthorized act or omission of TGMT or its personnel.

6.3 TGMT may make available or require additional security controls, including multi-factor authentication, single sign-on configurations, password policies, or other reasonable measures. The Customer agrees to cooperate with security measures applicable to its plan or reasonably required to protect the Services.

6.4 If the Customer becomes aware of unauthorized access to its Account, compromised credentials, or a suspected security incident involving the Services, it will notify TGMT without undue delay at https://www.kohezion.com/contactus and take reasonable steps requested by TGMT to contain the issue.

6.5 TGMT may review usage and access records generated by the Services to verify compliance with named User, plan, or usage requirements. If individuals share credentials or otherwise access the Services without the required licenses, TGMT may invoice the Customer for the actual number of individuals accessing the Services at TGMT’s then-current rates, calculated from the earliest date reasonably established by the usage records, in addition to any other remedies available to TGMT.

6.6 TGMT Security Safeguards. TGMT will maintain commercially reasonable administrative, technical, organizational, and physical safeguards designed to protect Customer Content in TGMT’s possession or control against unauthorized access, use, disclosure, alteration, or destruction, taking into account the nature of the Services and the sensitivity of the information being processed. Additional or specialized safeguards applicable to Regulated Data may be described in an applicable DPA, BAA, Order Form, or other written agreement.

6.7 Security Incidents. TGMT will notify the Customer without undue delay after TGMT confirms a security incident resulting in unauthorized access to or acquisition, use, alteration, or disclosure of Customer Content in TGMT’s possession or control, except where notification is prohibited by applicable law. TGMT will provide information reasonably available to it concerning the nature of the incident and will provide reasonable updates as additional material information becomes available. Any different or additional incident-notification obligations expressly stated in an applicable DPA or BAA will govern with respect to the information covered by that agreement.

7. Privacy and Personal Information

7.1 TGMT’s privacy policy, available at https://www.kohezion.com/privacy-policy, describes TGMT’s privacy practices. The Customer acknowledges that the privacy policy is available for review before acceptance of this Agreement.

7.2 The Customer is responsible for determining whether it has a lawful basis to collect, use, disclose, upload, and otherwise process Personal Information through the Services and for providing any notices and obtaining any consents required by applicable law. TGMT will process Personal Information in connection with the Services for the purposes described in the privacy policy, this Agreement, any applicable DPA or BAA, or as otherwise instructed or authorized by the Customer.

7.3 Where TGMT processes Personal Information on behalf of the Customer and applicable law requires contractual data-processing terms, the Customer will, before submitting the affected Personal Information to the Services, execute TGMT’s then-current DPA or another written data protection agreement acceptable to TGMT, unless TGMT confirms in writing that another applicable data-processing arrangement satisfies that requirement. Once executed, the DPA is incorporated into this Agreement and prevails only with respect to the processing of Personal Information to the extent of an express conflict.

7.4 TGMT may use subprocessors and third-party service providers in connection with the Services. Where required by an applicable DPA, BAA, or law, TGMT will impose appropriate confidentiality and data-protection obligations on those subprocessors. TGMT may replace or add subprocessors in the ordinary course of operating the Services, subject to any notice or objection rights expressly stated in an applicable DPA or BAA.

8. Customer Content and Data Ownership

8.1 Ownership of Customer Content. As between the parties, the Customer owns and retains all right, title, and interest in and to Customer Content, including intellectual property rights subsisting in the Customer’s data, records, documents, files, images, text, logos, communications, and other content supplied by or on behalf of the Customer. Customer ownership of Customer Content does not extend to the Software or TGMT Materials. In particular, creating, configuring, or using an application, database, form, view, dashboard, report, workflow, automation, relationship, field, template, or other configuration within Kohezion does not transfer ownership of the underlying platform structure, definition, configuration object, metadata, logic, method, or TGMT Material to the Customer, even where that structure is configured specifically for the Customer or reflects Customer requirements.

8.2 Limited license to TGMT. The Customer grants TGMT and its Subsidiaries, Affiliates, contractors, and subprocessors a limited, non-exclusive, worldwide, royalty-free license to host, store, copy, back up, process, transmit, display, reproduce, and technically adapt Customer Content solely as necessary to (a) provide, operate, maintain, secure, and support the Services, (b) perform Customer-requested Professional Services, (c) prevent or address service, security, fraud, abuse, or technical problems, (d) comply with applicable law or valid legal process, or (e) act as otherwise expressly authorized by the Customer. This license ends when the applicable Customer Content is deleted in accordance with Section 20, subject to routine backup cycles, legal retention obligations, and residual copies that cannot reasonably be isolated from backups until overwritten in the ordinary course.

8.3 Responsibility for Customer Content. The Customer is responsible for the accuracy, quality, legality, integrity, and appropriateness of Customer Content and for having all rights, permissions, notices, and consents necessary to submit and process it through the Services. Unless agreed otherwise in writing, the Customer is responsible for protecting and enforcing its intellectual property rights in Customer Content, and TGMT has no obligation to do so on the Customer’s behalf.

8.4 Relationship to the Software and platform structures. Customer Content may be stored, displayed, organized, processed, or automated through TGMT Materials, including applications, database schemas, fields, relationships, forms, views, dashboards, reports, workflows, automations, and configuration objects. Those structural and configuration elements remain TGMT Materials regardless of whether they are configured by the Customer, its Users, or TGMT. The Customer retains all rights in Customer Content and Customer Confidential Information embodied in or processed through those structures, but acquires no ownership interest in the structures themselves, the Software, or other TGMT Materials. Creation or configuration of an application within the Services does not constitute a modification of or derivative work based on the Software and grants the Customer no rights in the underlying Software or TGMT Materials. For clarity, the Customer’s underlying data, proprietary business information, business requirements, process descriptions, instructions, and Customer Confidential Information do not become TGMT Materials merely because they are reflected, implemented, or processed through the Services. The technical implementation of those requirements within Kohezion, including application structures, schemas, field definitions, relationships, forms, views, dashboards, report definitions, workflow definitions, automations, configuration objects, platform logic, technical methods, and other platform elements, is TGMT Materials. For clarity, proprietary business rules, decision criteria, thresholds, sequences, exception logic, approval rules, calculations, and other non-public business process logic supplied by or on behalf of the Customer remain Customer Confidential Information even when reflected or implemented through TGMT Materials. TGMT’s ownership of the technical implementation, configuration, platform logic, or other TGMT Materials does not transfer ownership of, or grant TGMT any independent right to use or disclose, that Customer Confidential Information except as expressly permitted by this Agreement. Without limiting the foregoing, if notwithstanding this Agreement the Customer acquires or is deemed to acquire any right, title, or interest, including any intellectual property right, in or to any TGMT Materials, the Customer hereby irrevocably assigns to TGMT all such right, title, and interest. The Customer will execute, and will cause its personnel, contractors, and Users acting on its behalf to execute, any documents reasonably necessary to confirm or perfect TGMT’s ownership of such rights. To the extent any such individual holds moral rights or similar rights in any TGMT Materials, the Customer will cause that individual, to the extent permitted by applicable law, to waive those rights in favour of TGMT and its successors, assigns, and licensees. For greater certainty, this Section does not assign, transfer, or otherwise affect any right of the Customer in Customer Content or Customer Confidential Information.

8.5 Work performed by TGMT; standalone deliverables. Unless a separate Professional Services agreement, statement of work, or Order Form expressly states otherwise, all applications, database structures, forms, views, dashboards, reports, workflows, automations, configurations, code, components, and other work created or configured by TGMT in or for the Kohezion Services are TGMT Materials, while any Customer Content supplied by the Customer remains Customer Content. If a separate written Professional Services agreement, statement of work, Order Form, or other written agreement accepted by TGMT expressly identifies a deliverable developed outside the Kohezion platform as a “Customer-Specific Deliverable” that will be owned by the Customer, then, effective upon payment in full of the fees for that specific engagement, TGMT hereby assigns to the Customer all right, title, and interest that TGMT owns in that identified Customer-Specific Deliverable, excluding all TGMT Materials and third-party materials. To the extent permitted by law, TGMT waives, and will cause its personnel and contractors engaged to create the assigned Customer-Specific Deliverable to waive, moral rights in the assigned portions in favour of the Customer and its successors and assigns. No assignment or waiver is implied for work performed within Kohezion or for TGMT Materials, and any standalone ownership arrangement must be expressly identified in writing before or as part of the applicable engagement.

8.6 Output. As between TGMT and the Customer, Output generated from Customer Content submitted or selected by the Customer is Customer Content and is owned by the Customer to the extent any ownership or other intellectual property rights subsist in that Output. TGMT claims no ownership in such Output. TGMT retains all rights in the Software, models, engines, prompts, methods, algorithms, tools, and TGMT Materials used to generate Output. Output may not be unique, and other customers or users may receive identical or similar output from similar inputs. TGMT does not represent or warrant that Output is original, exclusive, protectable by copyright or other intellectual property rights, or free of third-party rights. Section 4.5 applies to the processing of Customer Content used to generate Output.

9. Account Protection; No Resale by TGMT

9.1 No resale or unauthorized disclosure. TGMT will not sell, resell, rent, or license the Customer’s Account or Customer Content to a third party as a data product. TGMT may disclose or make Customer Content available (a) to Subsidiaries, Affiliates, contractors, and subprocessors as reasonably necessary to provide, operate, secure, or support the Services, subject to applicable confidentiality and data-protection obligations, (b) with the Customer’s authorization, (c) as necessary to facilitate a Customer-requested third-party integration, or (d) where required by applicable law, court order, subpoena, or governmental authority. Where legally permitted and commercially practicable, TGMT will provide notice to the Customer before a compelled disclosure.

9.2 Independent development. Nothing in this Agreement restricts TGMT from independently developing, acquiring, licensing, or offering applications, templates, workflows, features, functions, products, or services that are similar to Customer Content, Customer requirements, or functionality used by the Customer, provided that TGMT does not copy or use Customer Content or Customer Confidential Information in doing so. Similarity alone does not constitute a breach of this Agreement or create exclusivity in favour of the Customer.

9.3 Aggregated Data. TGMT may generate and use Aggregated Data to operate, secure, analyze, benchmark, develop, and improve the Services and TGMT’s business. Aggregated Data will not identify the Customer, any User, or any individual and will not include Customer Content in identifiable form. Where a BAA applies, de-identification of PHI will comply with the BAA and applicable HIPAA requirements, and the BAA controls in the event of an express conflict.

9.4 Business transactions and transfers. In connection with a proposed merger, acquisition, financing, corporate reorganization, sale of assets, change of control, or similar transaction involving all or a material portion of TGMT’s business, TGMT may disclose information reasonably necessary for due diligence to prospective transaction parties and their professional advisers, subject to appropriate confidentiality obligations and, where reasonably practicable, using aggregated or de-identified information in place of identifiable Customer Content. An Account or Customer Content may be transferred to a successor or purchaser only in connection with the completion of a transaction involving the applicable business or Services, subject to applicable confidentiality, privacy, and data-protection obligations. Following completion of such a transfer, the successor will assume the applicable obligations governing Customer Content.

9.5 Mutual protection against commercial exploitation of Confidential Information. This Section prohibits either party from using the other party’s protected information as a sales-lead or displacement tool while preserving each party’s independent marketing, sales, product-development, and customer relationships and without creating exclusivity over any customer, prospect, market, or business opportunity.

9.5(a) No use as sales leads. TGMT will not at any time, including after termination or expiration of this Agreement, use Customer Content as a source for identifying, deriving, prioritizing, or targeting sales leads for TGMT or any third party. Neither party will use the other party’s Confidential Information as a source for identifying, deriving, prioritizing, or targeting sales leads for itself or any third party. This prohibition applies whether the protected information is obtained through use of the Services, Professional Services, support, analysis, implementation, or otherwise through the parties’ relationship.

9.5(b) No displacement using Confidential Information. Neither party will use the other party’s Confidential Information to identify or target a client, customer, prospect, business relationship, or other third party for the purpose of encouraging that person or entity to replace, bypass, or displace the Disclosing Party with respect to products, services, or a customer-specific solution or business relationship revealed through that Confidential Information.

9.5(c) No commercial exploitation of protected information. TGMT will not sell, resell, license, disclose, reproduce, or commercially exploit Customer Content or Customer Confidential Information, including proprietary business information or business process logic embodied in or reflected through a Kohezion application, workflow, automation, or configuration, except as expressly permitted by this Agreement or authorized by the Customer. The Customer will not sell, resell, license, disclose, reproduce, or commercially exploit TGMT Confidential Information or TGMT Materials except as expressly permitted by this Agreement or authorized by TGMT. For clarity, this subsection does not alter the ownership of TGMT Materials, including Kohezion application, workflow, automation, or configuration structures, or the ownership of Customer Content or Customer Confidential Information embodied in or reflected through those structures.

9.5(d) Independent marketing, sales, and customer relationships; no exclusivity. Nothing in this Section restricts either party from marketing, advertising, selling, licensing, contracting with, or providing products or services to any person or entity, including a client, customer, prospect, supplier, partner, or other business relationship of the other party, where the opportunity or relationship was identified or developed without use of the other party’s Confidential Information or, in TGMT’s case, Customer Content. Permitted sources include public information, general marketing or advertising, independently developed leads, pre-existing relationships, authorized referrals or introductions, and unsolicited or independently initiated inquiries. Neither party receives exclusivity over any customer, prospect, industry, market, territory, product, service, or business opportunity by virtue of this Agreement. Nothing in this Section restricts who may purchase, subscribe to, access, or use the Kohezion Services, and neither party is required to investigate whether an independently sourced person or entity has or previously had a relationship with the other party.

9.5(e) Independent development preserved. Nothing in this Section limits TGMT’s rights under Section 9.2 to independently develop, acquire, license, market, sell, or provide applications, templates, workflows, features, functions, products, or services that are similar to those used by the Customer, provided TGMT does not copy or use Customer Content or Customer Confidential Information in doing so. Similarity alone does not create exclusivity or establish a breach of this Section.

10. Confidentiality and TGMT Intellectual Property

10.1 Confidential Information. “Confidential Information” means non-public information disclosed or made available by or on behalf of one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that a reasonable business person would understand to be confidential given its nature or the circumstances of disclosure, whether or not marked confidential. TGMT Confidential Information includes non-public Software and source code; product architecture; security information; penetration-test, vulnerability, audit, or security reports; non-public APIs and technical information; product roadmaps; pricing, discounts, proposals, business plans, and financial information; trade secrets; methods; know-how; and other non-public TGMT Materials. Customer Confidential Information includes Customer Content; non-public business plans, pricing, processes, security architecture, strategies, roadmaps, and financial information; proprietary business rules, decision criteria, thresholds, sequences, exception logic, approval rules, calculations, and other non-public business process logic; and other proprietary information disclosed or made available to TGMT, whether orally, in writing, through the Services, or by being embodied in or reflected through a Kohezion application, workflow, automation, configuration, or other TGMT Material. Confidential Information does not include information the Receiving Party can demonstrate by written records (a) is or becomes public through no breach of this Agreement, (b) was lawfully known to the Receiving Party without restriction before disclosure, (c) is lawfully received from a third party without a duty of confidentiality, or (d) was independently developed without use of or reference to the Disclosing Party’s Confidential Information.

10.2 Protection and permitted use. The Receiving Party will protect the Disclosing Party’s Confidential Information using at least reasonable care and no less than the care it uses to protect its own confidential information of similar sensitivity. The Receiving Party may use Confidential Information only to exercise its rights, perform its obligations, or receive or provide the Services or Professional Services under this Agreement, and may disclose it only to employees, Users, Subsidiaries, Affiliates, contractors, subprocessors, and professional advisers who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those in this Section. TGMT may process and disclose Customer Content as expressly permitted by Sections 8, 9, 15, and 25 and any applicable DPA or BAA. Each party is responsible for breaches of this Section by persons to whom it discloses the other party’s Confidential Information, except to the extent responsibility is allocated otherwise in an applicable DPA or BAA.

10.3 Compelled disclosure. If the Receiving Party is legally compelled to disclose the Disclosing Party’s Confidential Information, it may do so only to the extent legally required and, where legally permitted, will provide the Disclosing Party prompt notice and reasonable assistance, at the Disclosing Party’s expense, in seeking confidential treatment or protective relief.

10.4 Survival. The obligations in this Section survive termination for five (5) years, except that obligations concerning trade secrets survive for so long as the information remains a trade secret under applicable law. Obligations concerning Customer Content also remain subject to Sections 8, 9, and 20, applicable privacy law, and any DPA or BAA. Nothing in this Section limits the separate protections applicable to the Software, TGMT Materials, intellectual property rights, security controls, Personal Information, or Regulated Data.

10.5 The Customer acknowledges and agrees that TGMT and its licensors own all legal right, title, and interest in and to the Services, Software, and TGMT Materials, including all intellectual property rights, whether registered or unregistered and wherever those rights may exist.

10.6 Unless TGMT agrees otherwise in writing, nothing in the Agreement grants the Customer a right to use TGMT’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features except as necessary to identify the Services in the ordinary course of authorized use.

10.7 The Customer will not remove, obscure, or alter proprietary rights notices, copyright notices, trademark notices, or other notices contained in or affixed to the Services or TGMT Materials.

10.8 Unless expressly authorized by TGMT in writing, the Customer will not use any trademark, service mark, trade name, or logo in a manner likely to cause confusion regarding its owner, source, sponsorship, or authorized user.

10.9 All rights not expressly granted to the Customer are reserved by TGMT and its licensors. No license or other right is granted by implication, estoppel, exhaustion, or otherwise except to the extent such exclusion is prohibited by applicable law.

11. License from TGMT

11.1 Subject to timely payment of all applicable fees and continued compliance with this Agreement, TGMT grants the Customer a limited, non-exclusive, non-sublicensable, non-transferable right during the applicable Subscription Term to permit its authorized Users to access and use the Services and Software for the Customer’s own business purposes in the manner permitted by this Agreement, the applicable Order Form, and the Documentation.

11.2 The Customer may not, and may not permit any other person to, copy, modify, create a derivative work of, reverse engineer, decompile, disassemble, translate, or otherwise attempt to extract or derive source code, underlying structure, algorithms, or non-public elements of the Software or any part of it, except to the limited extent such restriction is expressly prohibited by applicable law notwithstanding this Agreement.

11.3 Unless TGMT expressly agrees in writing, the Customer may not assign, sublicense, pledge, grant a security interest in, or otherwise transfer any right to use the Software or Services. The Customer acquires no right to possession or delivery of source code, source materials, or development tools.

12. Feedback

12.1 Feedback is voluntary. If the Customer or its Users provide Feedback, TGMT may use, disclose, reproduce, license, develop from, and otherwise exploit the Feedback freely and without restriction, obligation, compensation, or attribution, on a perpetual and irrevocable basis. Feedback does not include Customer Content, and this Section does not grant TGMT rights in Customer Content.

12.2 Any features, functions, products, services, methods, or improvements that TGMT develops, whether or not prompted by Feedback or similar to Customer Content, are TGMT Materials and are owned exclusively by TGMT or its licensors. Nothing in this Section transfers, assigns, limits, or otherwise affects the Customer’s rights in Customer Content or Customer Confidential Information.

13. Software Updates

13.1 The Software may automatically display, download, install, or receive updates from time to time. Updates may include bug fixes, security updates, enhanced functions, new modules, replacement components, or new versions. The Customer agrees to receive such updates as part of the Services. TGMT may determine the timing, content, and availability of updates and may discontinue support for older versions or components where reasonably necessary.

13.2 TGMT may update the Documentation from time to time to reflect changes in the Services, technical requirements, security practices, and supported functionality. A change to Documentation does not, by itself, materially reduce the scope of the Services or license rights purchased for the then-current paid Subscription Term. Any TGMT-initiated material adverse change to contractual rights is governed by Section 26.

14. Regulated Data and Protected Health Information

14.1 The Customer must not submit, store, or process PHI through the Services unless (a) the Customer is using a TGMT plan or environment that TGMT identifies as eligible for PHI, and (b) a BAA has been executed between the Customer and TGMT. If a BAA is in place, it governs the treatment of PHI, and in the event of an express conflict between this Agreement and the BAA with respect to PHI, the BAA prevails only to the extent of that conflict.

14.2 Subject to Section 14.1, the Customer may submit ordinary Personal Information through the Services in accordance with this Agreement. The Customer must not submit, store, or process Regulated Data through the Services unless the applicable Service, plan, Documentation, DPA, BAA, or Order Form expressly supports that category of data or TGMT has otherwise agreed to it in writing. TGMT may identify categories of Regulated Data that are prohibited or supported only in specified plans, environments, or configurations. Without limitation, payment card primary account numbers or authentication data may not be submitted unless TGMT expressly documents the applicable Service as supporting such data.

14.3 TGMT may suspend access to, quarantine, block, or require removal of Regulated Data submitted in violation of this Section and may take reasonable measures to protect the Services, TGMT, and third parties. The Customer will indemnify TGMT under Section 23 for claims arising from Regulated Data submitted or processed in violation of this Agreement.

14.4 AI features are disabled by default for Accounts subject to a BAA unless TGMT and the Customer configure them otherwise. If the Customer enables an AI feature for PHI, PHI will be processed only through providers and configurations permitted under the applicable BAA and TGMT’s HIPAA program. The Customer remains responsible for deciding whether and how to use AI features for its regulated activities.

14.5 The Customer is responsible for configuring its Account, permissions, retention settings, workflows, and Users in a manner appropriate for the Regulated Data it chooses to process and for determining whether its use of the Services satisfies laws, regulations, professional rules, and contractual requirements applicable to the Customer. TGMT does not provide legal or regulatory compliance advice.

15. Hosting and Data Residency

15.1 Unless an applicable Enterprise Order Form specifies another Hosting Region, the default Hosting Region for Customer Content is Canada. Customer Content at rest in the primary production data stores and routine backups maintained by TGMT will be stored in the applicable Hosting Region, subject to the remainder of this Section.

15.2 Enterprise Customers may request an alternative Hosting Region made available by TGMT, including a United States Hosting Region where available for eligible Enterprise Accounts, including Accounts operating under a BAA. An alternative Hosting Region is effective only when expressly confirmed by TGMT in an Order Form or other written agreement. HIPAA does not by itself require a United States Hosting Region, and the Customer is responsible for selecting a region appropriate to its requirements.

15.3 Data residency applies to storage of Customer Content at rest as described in Section 15.1. Unless an Order Form, DPA, or BAA expressly provides otherwise, Customer Content may be transmitted through, accessed from, or transiently processed outside the Hosting Region by TGMT personnel, Subsidiaries, Affiliates, subprocessors, or third-party providers as reasonably necessary to provide support, security, communications, integrations, AI features, disaster recovery, or other Customer-requested functionality, subject to applicable confidentiality, privacy, DPA, and BAA obligations.

15.4 A request to change an existing Hosting Region may require migration work, downtime, technical review, a new or amended Order Form, additional fees, or a new Subscription Term. TGMT is not obligated to offer every Hosting Region for every Service, plan, feature, or Customer.

16. Subscriptions, Renewals, Payments, and Plan Changes

16.1 The applicable Order Form identifies the purchased Services, User quantities, Subscription Term, and fees. Unless an Order Form states otherwise, a paid subscription automatically renews for successive periods equal to the then-current monthly or annual Subscription Term unless either party gives notice of non-renewal before the renewal date.

16.2 Except where this Agreement expressly provides otherwise, subscriptions and committed User quantities are non-cancellable during the Subscription Term. A Customer may request a reduction in plan level, User quantity, or other committed capacity, but any approved reduction takes effect no earlier than the next renewal date and is subject to TGMT’s then-current plan requirements and minimums. Ceasing use, closing an Account, or reducing actual usage does not reduce fees already committed for a Subscription Term.

16.3 Upgrades, additional Users, storage, features, or capacity may take effect during a Subscription Term and may be invoiced on a prorated basis for the remainder of the then-current term. Unless TGMT agrees otherwise in writing, renewals will include the upgraded or increased quantities at the applicable renewal rates.

16.4 Fees are exclusive of applicable sales, use, value-added, withholding, and similar taxes, duties, or governmental charges, all of which are the responsibility of the Customer other than taxes imposed on TGMT’s net income. If the Customer is required by law to withhold tax from a payment, the Customer will gross up the payment to the extent permitted by law so that TGMT receives the amount it would have received absent the withholding, except where prohibited by applicable law.

16.5 TGMT may suspend or terminate the Services for non-payment in accordance with Sections 19 and 20. Suspension or termination for non-payment does not cancel amounts already invoiced or committed for the Subscription Term.

16.6 TGMT may revise its fees from time to time. Unless an Order Form states otherwise, revised recurring subscription fees take effect upon the Customer’s next renewal, provided TGMT gives at least thirty (30) days’ prior notice where the increase is material. If the Customer does not agree with the revised fees, its remedy is to elect not to renew before the applicable renewal date.

16.7 Amounts not paid when due bear interest at the lesser of one and one-half percent (1.5%) per month, eighteen percent (18%) per year, and the maximum rate permitted by applicable law, from the due date until paid in full. The Customer will reimburse TGMT for reasonable collection costs, including reasonable legal fees and collection agency fees.

16.8 Except as expressly stated in this Agreement, all fees are non-refundable and non-cancellable, and the Customer may not withhold, offset, recoup, or set off amounts owed to TGMT against amounts the Customer claims TGMT owes it. Any refund expressly provided under this Agreement applies only to prepaid recurring subscription fees for the period after the effective termination date and never to Professional Services, setup, implementation, configuration, custom development, analysis, training, migration, consulting, or other one-time fees, which are non-refundable once performed or incurred. Fees are payable in the currency specified in the applicable Order Form or invoice.

16.9 Unless an Order Form or invoice states another due date, invoices are due within thirty (30) days of the invoice date. A good-faith invoice dispute must be raised in writing with reasonable detail before the payment due date, and the Customer must timely pay all undisputed amounts.

16.10 Purchase orders are for the Customer’s internal administrative convenience only. Terms contained in or referenced by a purchase order, vendor portal, procurement document, click-through procurement system, or similar Customer document do not modify this Agreement and are rejected, even if TGMT processes the document or accepts payment referencing it, unless TGMT expressly agrees to the specific modification in a signed written agreement that satisfies Section 27.1.

17. Technical Support

17.1 Unless an Order Form states otherwise, technical support is limited to one question per month for Free Trial subscriptions, one question per week for Standard subscriptions, and five questions per week for Enterprise subscriptions. Support entitlements apply to technical assistance concerning the Services and do not include Professional Services, custom development, data cleanup, business analysis, or consulting.

17.2 By requesting technical support, the Customer authorizes TGMT to access its Account and Customer Content to the extent reasonably necessary to investigate and provide the requested support. TGMT may use diagnostic tools, logs, or support access mechanisms for this purpose subject to its confidentiality and data-protection obligations.

17.3 Technical support requests must originate from an email address or authenticated channel associated with an authorized Kohezion User unless TGMT approves another method. TGMT may modify support channels, hours, or procedures from time to time.

18. Free Accounts and Trials

18.1 Free accounts may be deleted after thirty (30) days if there are no logins by the Account administrator. Free, evaluation, and trial Services are provided as-is and as available, may be modified or discontinued at any time without liability, and may have reduced functionality, storage, security features, or support. The liability cap in Section 22 applicable to no-fee Services applies to all free and trial use.

19. Suspension of the Services

19.1 TGMT may suspend, restrict, or disable access to all or part of the Services, with notice where practicable, if (a) amounts owed by the Customer remain unpaid after notice or beyond the applicable due date, (b) the Customer’s use presents or may reasonably present a security, fraud, legal, operational, or reputational risk to TGMT, the Services, a provider, or a third party, (c) the Customer or a User materially breaches this Agreement, including Sections 5, 6, 10, 11, or 14, (d) suspension is required by law, court order, regulator, or a material third-party provider, (e) TGMT reasonably suspects fraudulent, abusive, unauthorized, or malicious activity, or (f) immediate action is reasonably necessary to prevent harm, preserve evidence, or protect the integrity of the Services.

19.2 TGMT will use commercially reasonable efforts to limit a suspension to the scope and duration reasonably necessary under the circumstances and, where the cause is capable of cure, to restore access after the cause has been resolved to TGMT’s reasonable satisfaction. TGMT is not liable for damages arising from a suspension applied in good faith under this Section, and fees continue to accrue during a suspension caused by the Customer, its Users, or Customer Content.

19.3 TGMT may act without prior notice where advance notice could increase a security or legal risk, impair TGMT’s ability to protect the Services, violate law or a governmental direction, or be impracticable under the circumstances. Where permitted, TGMT will provide notice after the suspension within a reasonable time.

20. Term, Termination, and Data Export

20.1 This Agreement applies while the Customer has an Account, an active Subscription Term, unpaid obligations, or continuing rights or obligations under provisions that survive termination.

20.2 Customer cancellation and non-renewal. The Customer may elect not to renew a subscription by providing notice before the applicable renewal date in accordance with the cancellation method made available by TGMT or by written notice to TGMT. Except where this Agreement expressly provides a right to terminate earlier, cancellation does not become effective until expiration of the then-current Subscription Term. The Customer remains responsible for all fees payable for the entire Subscription Term. Closing an Account, ceasing use of the Services, reducing usage, or providing notice of cancellation does not relieve the Customer of payment obligations accrued or committed before the effective date of termination.

20.3 TGMT termination. TGMT may terminate this Agreement, an Account, or an affected subscription if (a) the Customer materially breaches this Agreement or acts in a manner that clearly demonstrates an intention or inability to comply with it, (b) amounts due remain unpaid and are not cured following notice where notice is practicable, (c) TGMT is required to terminate by law, governmental authority, or a material provider dependency, (d) to the extent permitted by applicable insolvency law, the Customer becomes insolvent, makes an assignment for the benefit of creditors, enters liquidation or receivership, ceases substantial business operations, or becomes subject to a similar insolvency proceeding that is not dismissed within sixty (60) days, or (e) TGMT elects to discontinue the applicable Service or terminate the relationship for convenience. If TGMT terminates solely under subsection (e), TGMT will provide at least thirty (30) days’ prior notice and refund, on a pro-rata basis, prepaid recurring subscription fees covering the period after the effective termination date. No refund is due for termination under subsections (a) through (d) to the extent permitted by applicable law.

20.4 Data export. For thirty (30) days after the effective termination or expiration date, the Customer may use the standard export tools then made available in the Services to export Customer Content that those tools support for export. Upon request during that period, TGMT may provide a standard export of supported Customer Content in JSON or Microsoft Excel format, as supported by TGMT. The export right applies to Customer Content and Customer data, not to the Kohezion application or platform structures used to organize or process that data. Exports do not include Software or TGMT Materials, including application definitions, database schemas or structures, field definitions or types, relationships, forms or layouts, views, dashboard or report definitions, workflows, automations, configuration objects, templates, platform metadata, source code, internal system metadata, security information, or other proprietary platform elements. Any custom, transformed, specially structured, or assisted export, migration, restoration, or data-conversion work is Professional Services, is subject to technical feasibility and TGMT’s then-current fees, and may require a separate statement of work. After the export period, TGMT has no obligation to retain or make Customer Content available.

20.5 Secure disposal. At the Customer’s request during the term where technically and legally feasible, or after expiration of the export period in Section 20.4 following termination or expiration, TGMT will securely dispose of Customer Content from active systems in accordance with TGMT’s then-current data-retention and deletion procedures, subject to routine backup cycles, legal retention requirements, security logs, fraud-prevention records, and residual backup copies that are overwritten in the ordinary course.

20.6 Effect of termination. Termination does not affect accrued rights, payment obligations, remedies, or liabilities. Sections 1, 4.9(f) through 4.9(h), 5.9, 6.2, 8, 9, 10, 11.2, 12, 14, 16, 20 through 24, and 27, together with any other provision that by its nature is intended to survive, survive termination or expiration to the extent applicable after termination.

21. Exclusion of Warranties

21.1 NOTHING IN THIS AGREEMENT, INCLUDING SECTIONS 21 AND 22, EXCLUDES OR LIMITS A WARRANTY OR LIABILITY TO THE EXTENT IT MAY NOT LAWFULLY BE EXCLUDED OR LIMITED. ONLY LIMITATIONS THAT ARE LAWFUL IN THE APPLICABLE JURISDICTION APPLY, AND TGMT’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

21.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CUSTOMER’S USE OF THE SERVICES AND PROFESSIONAL SERVICES IS AT ITS SOLE RISK, AND THE SERVICES, SOFTWARE, DOCUMENTATION, PROFESSIONAL SERVICES, DELIVERABLES RESULTING FROM PROFESSIONAL SERVICES, BETA FEATURES, AI FEATURES, AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”.

21.3 TGMT, ITS SUBSIDIARIES AND AFFILIATES, LICENSORS, SUPPLIERS, CONTRACTORS, AND SUBPROCESSORS DO NOT REPRESENT OR WARRANT THAT (A) THE SERVICES, PROFESSIONAL SERVICES, OR DELIVERABLES WILL MEET THE CUSTOMER’S REQUIREMENTS OR ACHIEVE ANY PARTICULAR BUSINESS, LEGAL, REGULATORY, CLINICAL, OR FINANCIAL RESULT, (B) USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) INFORMATION OR OUTPUT OBTAINED THROUGH THE SERVICES OR PROFESSIONAL SERVICES WILL BE ACCURATE, COMPLETE, UNIQUE, OR RELIABLE, (D) DEFECTS OR ERRORS WILL BE CORRECTED, OR (E) THE SERVICES WILL BE COMPATIBLE WITH EVERY SYSTEM, INTEGRATION, BROWSER, DEVICE, OR THIRD-PARTY SERVICE.

21.4 ANY MATERIAL, DATA, FILE, EXPORT, INTEGRATION OUTPUT, OR OTHER CONTENT DOWNLOADED OR OBTAINED THROUGH THE SERVICES IS USED AT THE CUSTOMER’S DISCRETION AND RISK. THE CUSTOMER IS RESPONSIBLE FOR MAINTAINING APPROPRIATE COPIES, EXPORTS, VALIDATION PROCEDURES, BUSINESS-CONTINUITY MEASURES, AND SECURITY PRACTICES SUITABLE FOR ITS USE OF THE SERVICES.

21.5 NO ADVICE, STATEMENT, DESCRIPTION, ROADMAP, ESTIMATE, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TGMT OR THROUGH THE SERVICES CREATES A WARRANTY, COMMITMENT, OR OBLIGATION NOT EXPRESSLY STATED IN A WRITTEN AGREEMENT SIGNED OR ACCEPTED BY TGMT.

21.6 EXCEPT FOR TGMT’S EXPRESS OBLIGATIONS UNDER SECTION 23.3, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WITH RESPECT TO THE SERVICES, SOFTWARE, DOCUMENTATION, PROFESSIONAL SERVICES, DELIVERABLES, BETA FEATURES, AI FEATURES, AND OUTPUTS, TGMT DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

21.7 THE SERVICES ARE DATA-MANAGEMENT AND SOFTWARE TOOLS. THEY DO NOT PROVIDE MEDICAL, LEGAL, FINANCIAL, ACCOUNTING, CLINICAL, REGULATORY, OR OTHER PROFESSIONAL ADVICE. THE CUSTOMER IS SOLELY RESPONSIBLE FOR ITS PROFESSIONAL, BUSINESS, CLINICAL, REGULATORY, AND OTHER DECISIONS; FOR THE ACTS AND OMISSIONS OF ITS PERSONNEL AND USERS; AND FOR DETERMINING THAT ITS USE OF THE SERVICES COMPLIES WITH LAWS, REGULATIONS, CONTRACTS, POLICIES, AND PROFESSIONAL STANDARDS APPLICABLE TO THE CUSTOMER.

21.8 AI FEATURES AND THIRD-PARTY INTEGRATIONS MAY DEPEND ON THIRD-PARTY TECHNOLOGY, SERVICES, MODELS, APIS, OR DATA. TGMT DOES NOT WARRANT THE CONTINUED AVAILABILITY, FUNCTIONALITY, SECURITY, ACCURACY, OR PERFORMANCE OF A THIRD-PARTY SERVICE OR AI OUTPUT AND IS NOT RESPONSIBLE FOR CHANGES, SUSPENSIONS, ERRORS, OR DISCONTINUATION CAUSED BY A THIRD-PARTY PROVIDER, EXCEPT TO THE EXTENT TGMT HAS EXPRESSLY ASSUMED A SPECIFIC OBLIGATION IN AN APPLICABLE DPA, BAA, ORDER FORM, OR SLA.

22. Limitation of Liability

22.1 SUBJECT TO SECTION 21.1 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, TGMT, ITS SUBSIDIARIES AND AFFILIATES, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUBPROCESSORS, HOSTING PROVIDERS, AND SUPPLIERS (COLLECTIVELY, THE “TGMT PARTIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, SAVINGS, BUSINESS OPPORTUNITY, GOODWILL, REPUTATION, BUSINESS INTERRUPTION, USE, DATA, OR ANTICIPATED BENEFIT, OR FOR COSTS OF SUBSTITUTE SERVICES, DATA RESTORATION OR RECONSTRUCTION, OR SIMILAR LOSS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS.

22.2 SUBJECT TO SECTION 21.1, THE TOTAL CUMULATIVE AND AGGREGATE LIABILITY OF ALL TGMT PARTIES, COLLECTIVELY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY ORDER FORM, THE SERVICES, SOFTWARE, PROFESSIONAL SERVICES, OR ANY RELATED ACT OR OMISSION WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CUSTOMER TO TGMT FOR THE AFFECTED SERVICES AND/OR PROFESSIONAL SERVICES, AS APPLICABLE, DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THIS IS A SINGLE AGGREGATE CAP FOR ALL CLAIMS, EVENTS, USERS, AND THEORIES OF LIABILITY COMBINED, NOT A PER-CLAIM OR PER-EVENT CAP. FOR FREE, TRIAL, OR OTHER NO-FEE SERVICES, THE TOTAL AGGREGATE LIABILITY OF ALL TGMT PARTIES WILL NOT EXCEED CAD $100.

22.3 THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, INDEMNITY, MISREPRESENTATION, OR OTHERWISE, AND WHETHER OR NOT A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY APPLY TO LOSSES ARISING FROM CHANGES TO OR CESSATION OF THE SERVICES; DELETION, CORRUPTION, UNAVAILABILITY, OR FAILURE TO STORE DATA; SECURITY EVENTS; THIRD-PARTY SERVICES OR INTEGRATIONS; CUSTOMER CONFIGURATION; INACCURATE ACCOUNT INFORMATION; OR FAILURE TO PROTECT CREDENTIALS, EXCEPT TO THE EXTENT A LIMITATION IS PROHIBITED BY APPLICABLE LAW.

22.4 The limitations in this Section are an essential basis of the bargain between the parties and reflect the allocation of risk on which TGMT’s pricing is based. The Customer’s payment obligations, obligations to indemnify TGMT, and liability arising from unauthorized use or infringement of TGMT intellectual property are not limited by this Section.

23. Indemnification

23.1 The Customer will defend, indemnify, and hold harmless the TGMT Parties from and against third-party claims, demands, actions, proceedings, losses, damages, judgments, penalties, fines, liabilities, and reasonable legal fees and expenses arising out of or relating to (a) Customer Content, including allegations that Customer Content infringes, misappropriates, or violates a third party’s rights or applicable law, (b) the Customer’s or its Users’ use of the Services in violation of this Agreement, applicable law, or the rights of a third party, (c) Regulated Data submitted or processed in violation of Section 14, (d) the Customer’s failure to obtain required rights, notices, consents, or lawful authority for Customer Content or Personal Information, (e) a Customer-requested third-party integration or third-party service to the extent the claim is not caused by TGMT’s breach of this Agreement, or (f) credential sharing, unauthorized access, fraudulent activity, or malicious conduct attributable to the Customer or its Users.

23.2 TGMT will provide reasonably prompt notice of an indemnified claim and reasonable cooperation at the Customer’s expense. The Customer may control the defense using counsel reasonably acceptable to TGMT, but TGMT may participate with counsel of its choosing at its own expense. TGMT may assume control of the defense at the Customer’s expense if the claim presents an actual conflict of interest, seeks injunctive relief against TGMT, or could materially affect TGMT’s rights, technology, reputation, or continued operation of the Services. The Customer may not settle a claim in a manner that admits fault by TGMT, imposes non-monetary obligations on a TGMT Party, restricts TGMT’s business or technology, or fails to provide a full release of the TGMT Parties without TGMT’s prior written consent.

23.3 Limited TGMT intellectual property indemnity. Subject to Sections 22 and 23.4, TGMT will defend the Customer against a third-party claim alleging that the paid Services, as provided by TGMT and used by the Customer in accordance with this Agreement and the Documentation, directly infringe that third party’s copyright, patent, or registered trademark, and TGMT will pay damages finally awarded against the Customer or amounts included in a settlement approved by TGMT that are attributable to the covered infringement claim. TGMT’s obligations under this Section are part of, and not in addition to, the single aggregate liability cap in Section 22.2.

23.4 Exclusions and remedies for TGMT IP indemnity. TGMT has no obligation under Section 23.3 to the extent a claim arises from (a) Customer Content, Customer Confidential Information, Output, or materials not supplied by TGMT, (b) modification of the Services by anyone other than TGMT, (c) combination or use of the Services with products, data, processes, or services not supplied or expressly authorized by TGMT where the claim would not otherwise have arisen, (d) use contrary to this Agreement or the Documentation, (e) continued use after TGMT has notified the Customer to stop due to an infringement claim, (f) Customer-requested specifications or instructions, (g) Third-Party Services or third-party or open-source components identified as subject to separate license terms, or (h) free, trial, beta, preview, pilot, experimental, or evaluation features. If a covered claim occurs or TGMT reasonably believes one is likely, TGMT may, at its option, procure the right for the Customer to continue using the affected Services, modify or replace the affected functionality with materially comparable non-infringing functionality, or terminate the affected Services and refund prepaid recurring subscription fees for the unused portion of the then-current Subscription Term. The Customer must provide prompt notice of the claim, reasonable cooperation at TGMT’s expense, and control of the defence and settlement to TGMT, provided TGMT may not settle a claim in a manner that admits fault by the Customer or imposes non-monetary obligations on the Customer without the Customer’s prior written consent. Sections 23.3 and 23.4 state TGMT’s sole and exclusive liability, and the Customer’s sole and exclusive remedy, for third-party intellectual property infringement claims relating to the Services.

24. Force Majeure

24.1 Neither party is liable for failure or delay in performance, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, fire, flood, severe weather, war, terrorism, civil unrest, labour disputes, governmental action, epidemics, pandemics, widespread cyberattacks or denial-of-service attacks, failures of the internet or telecommunications networks, power outages, supply-chain disruptions, or failures, outages, or acts of third-party hosting, cloud, telecommunications, AI, or infrastructure providers. The affected party will use reasonable efforts to mitigate the effects and resume performance. If a force majeure event prevents TGMT from providing all or substantially all of the affected paid Services for more than sixty (60) consecutive days, either party may terminate the affected subscription by written notice, in which case TGMT will refund prepaid recurring subscription fees covering the period after the effective termination date.

25. Third-Party Websites, Services, and Integrations

25.1 The Services may contain links to, interoperate with, rely on, or enable integrations with websites, software, APIs, artificial intelligence providers, cloud services, communications services, identity providers, payment providers, or other products and resources provided by third parties (“Third-Party Services”).

25.2 Third-Party Services are not controlled by TGMT, even if made accessible through the Services. Except for obligations TGMT expressly assumes concerning a subprocessor under an applicable DPA or BAA, TGMT is not responsible for a Third-Party Service’s availability, security, content, accuracy, functionality, pricing, terms, privacy practices, API changes, service changes, suspension, or discontinuation and does not warrant or endorse any Third-Party Service.

25.3 If the Customer enables, connects, or requests a Third-Party Service, the Customer authorizes TGMT to exchange Customer Content and other information with that Third-Party Service as necessary to provide the requested integration. Once information is transmitted to a third party at the Customer’s direction, that third party’s terms and privacy practices may apply. The Customer is responsible for obtaining and maintaining all third-party accounts, licenses, permissions, and consents necessary for its chosen integrations.

25.4 TGMT may add, replace, or discontinue Third-Party Services, providers, integrations, or underlying technical dependencies from time to time. TGMT is not liable for a resulting change or discontinuation except to the extent expressly stated in an applicable Order Form, DPA, BAA, or SLA.

26. Changes to the Terms

26.1 TGMT may update these Terms from time to time. The current version will be made available at https://www.kohezion.com/licenseagmt or another location designated by TGMT. For material changes, TGMT will use reasonable efforts to provide notice by email, through the Services, or by another reasonable method.

26.2 Non-material changes, clarifications, corrections, and changes that do not materially reduce the Customer’s contractual rights may take effect upon posting or the date stated in the notice. Changes required to comply with applicable law, regulation, governmental direction, or security requirements may take effect upon notice, including during a current Subscription Term, to the extent reasonably necessary. A change made because of a material third-party provider change or dependency may also take effect during a current Subscription Term where reasonably necessary to continue providing, securing, or supporting the Services, provided TGMT uses commercially reasonable efforts to preserve substantially equivalent contractual protections.

26.3 A change initiated by TGMT that materially and adversely affects an existing Customer’s rights under a paid subscription, and that is not described in Section 26.2, will take effect for that subscription no earlier than its next renewal date. The prior version will continue to govern the existing Subscription Term. If the Customer does not agree with the updated Terms, its remedy is to elect not to renew the affected subscription before the renewal date.

26.4 Continued use of the Services after updated Terms become effective constitutes acceptance of those updated Terms to the extent permitted by applicable law. No proposed Customer amendment, alternative terms, purchase-order terms, or other modification becomes effective unless expressly accepted by TGMT in accordance with Section 27.1.

27. General Legal Terms

27.1 Entire agreement and order of precedence. This Agreement, together with applicable Order Forms and any DPA, BAA, statement of work, SLA, or other written agreement expressly incorporated by TGMT, constitutes the entire agreement between the parties concerning the Services and supersedes prior or contemporaneous agreements, proposals, representations, and communications on the same subject. In the event of an express conflict: (a) a BAA prevails only with respect to PHI and HIPAA obligations; (b) a DPA prevails only with respect to processing of Personal Information governed by that DPA; (c) an Order Form prevails over this Agreement only if it expressly identifies the specific provision of this Agreement being overridden and expressly states the parties’ intent to override it; (d) a statement of work prevails only with respect to the scope, fees, acceptance, and delivery of the Professional Services described in it and does not modify licensing, intellectual property, confidentiality, warranty, indemnity, or liability provisions unless it expressly identifies the specific provision being overridden; and (e) this Agreement otherwise controls. A separate written agreement may override this Agreement only to the extent it expressly identifies the provision being overridden and is signed by an authorized representative of TGMT. Customer purchase-order, procurement, portal, or vendor-form terms never modify this Agreement unless separately accepted by TGMT under the preceding sentence.

27.2 Notices. TGMT may provide operational and contractual notices, including notices regarding changes to the Terms, by email to an Account administrator or billing contact, by a notice within the Services, or by another electronic method reasonably calculated to reach the Customer. Formal notices from the Customer concerning breach, indemnity claims, or legal disputes must be delivered in writing to TGMT at the address in Section 1 or through a legal-notice method expressly designated by TGMT. Subscription cancellation and non-renewal notices are governed by Section 20.2. Notices are effective when received, except that an electronic notice is deemed received when sent unless the sender receives a delivery failure notice.

27.3 Failure or delay by TGMT to exercise or enforce a legal right or remedy is not a waiver of that right or remedy. A waiver is effective only if in writing and signed by an authorized representative of the waiving party and applies only to the specific instance stated.

27.4 If a court or arbitrator with jurisdiction determines that a provision of this Agreement is invalid, illegal, or unenforceable, the provision will be enforced to the maximum extent permitted and, if necessary, modified to the minimum extent required to make it enforceable while preserving its intended commercial effect. The remaining provisions remain in full force.

27.5 The Subsidiaries and Affiliates of TGMT and the other TGMT Parties are intended third-party beneficiaries of provisions that confer protections or rights on them, including Sections 10, 21, 22, and 23, and may enforce those provisions. Except as expressly stated, no other person is a third-party beneficiary.

27.6 The Customer may not assign, transfer, delegate, or novate this Agreement, an Order Form, or rights under them without TGMT’s prior written consent, including by operation of law, merger, or change of control. TGMT may assign, transfer, delegate, or novate this Agreement or any rights or obligations under it, in whole or in part, without the Customer’s consent to a Subsidiary or Affiliate or in connection with a merger, acquisition, financing, corporate reorganization, sale of assets, change of control, or transfer of the applicable business or Services. Any prohibited assignment by the Customer is void to the extent permitted by law.

27.7 Governing law. This Agreement and any dispute arising out of or relating to it, the Services, an Order Form, or the relationship between the parties are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For court proceedings permitted under Sections 27.10 or 27.11, each party irrevocably submits to the exclusive jurisdiction of the courts located in Ottawa, Ontario, Canada, except that TGMT may seek recognition or enforcement of an arbitral award or injunction in any court of competent jurisdiction.

27.8 Binding arbitration. Except for matters expressly permitted to proceed in court under Sections 27.10 or 27.11, any dispute, controversy, or claim arising out of or relating to this Agreement, an Order Form, the Services, or the parties’ relationship, including the existence, validity, interpretation, breach, termination, or enforceability of this Agreement, will be finally resolved by confidential binding arbitration before one arbitrator. The seat and legal place of arbitration will be Ottawa, Ontario, Canada, and the arbitration will be conducted in English. The arbitration will be governed by the arbitration legislation applicable in Ontario, including the Arbitration Act, 1991 or, where applicable, the International Commercial Arbitration Act, 2017. The parties will attempt in good faith to select the arbitrator within fifteen (15) days after a written demand for arbitration; if they do not agree, the arbitrator will be appointed in accordance with the applicable arbitration legislation.

27.9 Arbitration procedure and award. Unless urgent relief is required, the parties will first attempt in good faith for fifteen (15) days after written notice of a dispute to resolve it through discussions between representatives with authority to settle. Mediation may occur only if both parties agree and is not a prerequisite to arbitration. The arbitrator may award any remedy available under this Agreement and applicable law, but may not rewrite, expand, or disregard this Agreement. The award will be in writing, will provide a concise statement of reasons unless the parties agree otherwise, and will be final and binding. To the maximum extent permitted by applicable law, the parties waive any right to appeal an arbitral award, including any appeal under section 45 of the Arbitration Act, 1991, on any question of law, fact, or mixed fact and law. Nothing in the preceding sentence limits a party’s right to apply to set aside or resist enforcement of an award on a ground that cannot lawfully be waived. To the maximum extent permitted by law, each dispute will be resolved on an individual basis and not as a class, collective, consolidated, or representative proceeding without TGMT’s written consent. The arbitrator may allocate arbitration costs and reasonable legal fees in the award, taking into account the outcome and conduct of the parties.

27.10 Injunctive and protective relief. Nothing in Sections 27.8 or 27.9 prevents either party from seeking temporary, preliminary, injunctive, protective, or other equitable relief from a court of competent jurisdiction to protect its Confidential Information, intellectual property, data, or other rights from unauthorized use, disclosure, or imminent or irreparable harm. Without limiting the foregoing, TGMT may seek such relief to protect the Services, Software, TGMT Materials, security, credentials, systems, APIs, or data; prevent unauthorized access, misuse, reverse engineering, or circumvention; or preserve evidence. Seeking such relief does not waive arbitration of the underlying dispute. Either party may apply to a court to compel arbitration, appoint an arbitrator where permitted, recognize or enforce an arbitration award, or obtain other court assistance expressly permitted by applicable arbitration law.

27.11 Collection proceedings and confidentiality. TGMT may pursue undisputed or overdue fees, collection costs, and related payment obligations in the courts described in Section 27.7 instead of arbitration, without waiving arbitration for other disputes. The existence, filings, evidence, submissions, hearings, and result of an arbitration or mutually agreed mediation will be kept confidential by the parties except to the extent disclosure is reasonably necessary to enforce rights, obtain professional advice, comply with law, make required corporate or insurance disclosures, or recognize or enforce an award.

27.12 Nothing in this Agreement creates joint ownership, joint authorship, a partnership, fiduciary relationship, franchise, joint venture, employment relationship, or agency between the parties, and neither party has authority to bind the other unless expressly authorized in writing.

27.13 The Customer acknowledges that a breach or threatened breach of Sections 5.9, 6, 10, or 11 may cause TGMT irreparable harm for which monetary damages may be an inadequate remedy. TGMT may seek injunctive or other equitable relief in addition to any other remedies available at law, in equity, or under this Agreement, without the need to prove actual damages or post security except to the extent required by applicable law.

27.14 Interpretation and electronic execution. In this Agreement, “including” and similar terms mean “including without limitation”; headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa where the context requires; and references to laws include amendments and successor legislation. This Agreement, Order Forms, and other agreements contemplated by it may be accepted and executed electronically, and electronic acceptance, signatures, and records have the same force and effect as originals to the extent permitted by law.

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