End User License Agreement (EULA)

1. License Grant

We grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Software solely for your internal business operations in accordance with the terms of this Agreement, and any relevant Master Services Agreement (MSA), Service Level Agreement (SLA), or applicable vendor terms.

2. Scope of Use

You may use the Software only for the number of users and under the conditions specified in your order form, subscription, or agreement with us. All rights not expressly granted to you are reserved by us or the Software's original vendor.

3. Restrictions

You agree not to:

• Copy, modify, reverse-engineer, or decompile the Software;
• Use the Software in violation of applicable laws;
• Permit unauthorized third-party access;
• Use the Software to develop a competing product;
• Circumvent licensing restrictions or security features.

4. Intellectual Property

All rights, title, and interest in and to the Software, including any updates, enhancements, or derivative works, are the exclusive property of the Company or its licensors. If we develop in-house SaaS tools, these will be subject to this same Agreement or updated terms as made available.

5. Data Collection and Use

We may collect and analyze logs, telemetry, and operational data arising from your use of the Software for the purposes of:

• Service delivery and improvement;
• Performance monitoring;
• Security and incident response;
• Compliance with applicable laws.

We do not claim ownership of your data. All use of collected data is subject to our Privacy Policy, if executed.

6. Access and Credentials

In some cases, we may provision, manage, or access user accounts and credentials solely for the purposes of onboarding, support, or administration. It is your responsibility to secure credentials and notify us immediately of unauthorized access.

7. Third-Party Software

The Software may include access to third-party platforms. You acknowledge that:

• These third-party services are governed by their own license agreements;
• We are not liable for the performance, security, or availability of third-party software;
• Any disputes or issues with third-party software will be addressed according to the vendor's terms.

8. Support and Configuration Services

We may provide support, onboarding, configuration, and ongoing management services for the Software. These services are subject to a separate Master Services Agreement (MSA) and/or Service Level Agreement (SLA).

9. Warranties Disclaimer

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

To the fullest extent permitted by law, we are not liable for any indirect, incidental, special, or consequential damages arising out of or related to your use of the Software, even if advised of the possibility of such damages. Our total liability is limited to the amount you paid for the Software during the 12 months preceding the claim.

11. Termination

We may terminate or suspend your license if:

• You breach any provision of this Agreement;
• The underlying vendor terminates your access;
• We cease offering the Software.

Upon termination, you must cease all use and delete or destroy all copies of the Software, including any cached or archived versions.

12. Governing Law

This Agreement is governed by and constructed in accordance with the laws of Ontario, Canada without regard to its conflict of laws rules. You agree to submit to the exclusive jurisdiction of the courts in Ontario.

13. General Provisions

• Entire Agreement: This EULA, along with any applicable MSA, SLA, and Privacy Policy, constitutes the entire agreement.
• Severability: If any provision is held invalid, the rest will remain in effect.
• No Waiver: Failure to enforce any part of this Agreement is not a waiver of the right to enforce it later.

Contact Information

If you have questions about this Agreement, please contact us at: