Master Services Agreement

PLEASE READ THESE TERMS CAREFULLY AS THEY MAY HAVE CHANGED FROM THE LAST TIME YOU VISITED THIS PAGE.

CollectiveXP Inc. (“CXP”) is in the business of providing various services including software development, team augmentation, fractional services, design services, advisory services, training and other related services and the party identified in the SOW (the “Client”) wishes to engage CXP to perform any one or more services as identified in the applicable SOW. All capitalized terms not defined in this Master Services Agreement (the “MSA”) shall take on the meaning as set out in the SOW.

NOW THEREFORE, for good and valuable consideration, of which the receipt and sufficiency are acknowledged, the Parties agree as follows:

Article 1 - Definitions

1.1 Definitions

(a) "AI Agent" is a software solution that uses artificial intelligence to make decisions and take actions autonomously based on provided inputs to achieve a specific goal.

(b) "Business Day" means every day except Saturday, Sunday and any statutory holidays in the province of Ontario.

(c) “Claim” means any civil, criminal, administrative, regulatory, arbitral or investigative demand, action, suit or proceeding or any other claim or demand.

(d) “Client Materials” has the meaning ascribed to it in Section 6.1.

(e) “Confidential Information” has the meaning ascribed to it in Section 5.1(a).

(f) “CXP Agent Platform” is CXP’s proprietary agent management platform that CXP uses to build, operate, monitor and/or maintain AI Agents. Reference to the CXP Agent Platform includes all front-end, back-end and other related technologies, and all updates, modifications and enhancements thereto. It further includes all methods, processes, data, information, models, wrappers and other business property related to and generated from the platform.

(g) “CXP Background IP” means any and all Intellectual Property Rights and proprietary materials of CXP, including software, source code, object code, libraries, APIs, SDKs, tools, templates, scripts, utilities, routines, algorithms, models, workflows, processes, methodologies, designs, documentation, inventions, know-how, techniques, trade secrets, and other technology or materials, that (i) existed prior to the beginning of the applicable SOW; (ii) are developed, conceived, reduced to practice, authored, or acquired by CXP independently of this Agreement and without use of Client’s Confidential Information; (iii) are used by CXP generally in its business or in providing services to other clients; or (iv) constitute improvements, modifications, enhancements, derivative works, or extensions of any of the foregoing. Background IP excludes Client Materials and any Deliverables expressly assigned to Customer, except to the extent such Deliverables contain or are based on CXP Background IP.

(h) “Expenses” has the meaning ascribed to it in Section 2.6.

(i) “Force Majeure Event” means an event that: (a) is caused by an occurrence that is beyond the reasonable control of a Party such as fire, flood, hurricane, earthquake, acts of God, pandemic, epidemic, war, terrorism, explosion, riots, civil disorders, rebellions or revolutions, lawful acts of Governmental Authorities; and (b) could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the such Party through the use of alternate sources, work-around plans or other means.

(j) “Governmental Authority” means (a) any government, agency, commission, board, tribunal, dispute settlement panel or body, bureau, official, minister, or court or other law, rule or regulation-making entity; and (b) any regulatory authority, self-regulatory organization or other entity having jurisdiction over either Party or the matters contained in this Agreement.

(k) "Intellectual Property Rights" means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), mask works, and rights in data and databases, (d) trade secrets and know how, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable law in any jurisdiction throughout the world.

(l) "Party" shall refer to (i) Client, or (ii) CXP, and "Parties" shall refer to both (i) and (ii).

(m) "Personnel" means a Party's employees and contractors.

(n) "SOW" has the meaning ascribed to it in Section 2.1.

(o) "Third Party" means a person who is not a party to this Agreement.

(p) "Third Party Materials" has the meaning ascribed to it in Section 6.4.

1.2 Interpretation

(a) Currency. Unless stated otherwise in this Agreement, all references to currency shall be in Canadian Dollars.

(b) Headings. Headings of sections are inserted for convenience of reference only and do not affect the construction or interpretation of this Agreement.

(c) "Includes" or "Including". Where the word "including" or "includes" is used in this Agreement, it means "including (or includes) without limitation".

(d) No Strict Construction. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

(e) Number and Gender. Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

(f) Time Periods. Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day.

(g) "Written" or "in writing". Unless expressly stated otherwise, where any notice, demand, consent or communication is required "in writing" or in written form, either Party may provide such notice, demand, consent or communication in written form and delivered by courier, registered mail or e-mail.

(h) Interpretation. In the event of any conflict between an SOW and this MSA, the conflict shall be resolved in favour of this MSA, subject to Section 8.5, unless the SOW clearly states that it amends or prevails over this MSA.

Article 2 - Services and Fees

2.1 Services.

(a) The services to be provided pursuant to this MSA shall be described in a statement of work, order form, subscription agreement, or other agreement that incorporates this MSA by reference (each a “SOW”; the services described in the SOW, the “Services”; this MSA and all the SOWs shall be collectively referred to as the “Agreement”). Once executed by the Parties, CXP agrees to provide the Services in accordance with the SOW.

(b) If the SOW sets out any Client responsibilities, Client understands and agrees that CXP’s performance of the Services may be delayed or affected if Client fails to deliver on any of its responsibilities. Anything not specifically listed in the SOW as being within the scope of Services will be considered out of the scope.

2.2 Staff Augmentation / Fractional Services. If the Service (or a part thereof) is for staff augmentation and/or fractional services (the “Staff Services”), a qualified CXP Professional from the CXP Network may be assigned to Client in accordance with the SOW. “CXP Network” is a network maintained by CXP consisting of qualified professionals who may have certain skills, professional designations and/or experience (each a “CXP Professional”). CXP Professionals are not employees of CXP and while they are contractors of CXP, any Staff Services provided by a CXP Professional is independent work performed by the applicable CXP Professional. Notwithstanding anything in this Agreement, other than the responsibilities of CXP set out in the SOW, CXP shall not be responsible or liable for any Staff Services performed by the CXP Professional. It is the sole responsibility of Client to direct, supervise and satisfy itself of the work performed by the CXP Professional as part of the Staff Services

2.3 AI Agent and Agent Platform.

(1) If the Services include CXP building, maintaining or modifying an AI Agent, Client shall provide the following:

(a) Inputs. Client must provide (or provide access to) the inputs that the AI Agent will consider in making decisions and taking actions autonomously. Inputs to the AI Agent shall be considered Client Materials.

(b) Requirements. Client must provide detailed information regarding the actions and decisions that the AI Agent can and cannot take autonomously. CXP may make suggestions but ultimately, it is the decision of the Client to determine what actions and decisions that the AI Agent can and cannot take autonomously.

(c) Testing. Client understands and agrees that thorough testing is required from Client and as such, all AI Agents that are part of the Services shall be subject to the acceptance procedure set forth in Section 3.3. During the Acceptance Period, it is the responsibility of Client to test and verify the accuracy and suitability of the AI Agent before deploying to production.

(2) If the AI Agent incorporates the use of generative artificial intelligence, Schedule A – Generative AI shall apply.

(3) If the AI Agent operates on the CXP Agent Platform, Client may be provided access to the CXP Agent Platform to monitor certain metrics of the AI Agent. If access to and use of the CXP Agent Platform is provided, Client must not

(a) remove, obscure or alter any trademarks, patent notices, or other proprietary notices, labels or marks that appear on the CXP Agent Platform;

(b) use the CXP Agent Platform for the purpose of creating a service that performs substantially the same functionality as the CXP Agent Platform;

(c) reverse-engineer, decompile, disassemble or otherwise attempt to discover the source code or other trade secrets of the CXP Agent Platform;

(d) violate, circumvent, and otherwise tamper with the security of the CXP Agent Platform;

(e) download, republish, post, transmit, or distribute any portion of the CXP Agent Platform except as permitted by a functionality enabled on the CXP Agent Platform;

(f) link to, mirror, or frame any portion of the CXP Agent Platform without the express written permission of CXP;

(g) distribute viruses, worms, malicious code, or software intended to damage, overly burden, interfere with or alter the operations of the CXP Agent Platform or affect the devices of other users of the CXP Agent Platform;

(h) use any program or script to download, copy, capture, scrape, index or otherwise obtain any portion of the CXP Agent Platform without the express written permission of CXP; or

(i) perform any actions that would unduly burden or hinder the operations of the CXP Agent Platform.

2.4 Subcontractors. Client acknowledges and agrees that in the performance of the Services, CXP may use contractors. Except for Staff Services, if any of the Services are performed by contractors of CXP, CXP shall remain responsible and liable for work performed by its contractors.

2.5 Fees.

(a) Fees for the Services, together with the schedule of payments, if any, shall be set out in the SOW (the “Fees”). Unless stated otherwise in the SOW,

(i) for non-recurring Services (e.g. project based or a flat fee engagement), 50% of the Fees shall be due on signing of the SOW and the remaining Fees shall be due on completion of the Service; and

(ii) for recurring Services (e.g. managed services, Staff Services, CXP Agent Platform fee), monthly Fees will be invoiced in advance. For recurring Services, CXP reserves the right to raise its Fees annually by up to 10%.

(b) If an SOW indicates that the Fees are an estimated amount, Client acknowledges and agrees that the actual Fees may vary. While CXP agrees to exercise reasonable efforts to provide an accurate estimate of the actual Fees for the Services, the actual Fees may exceed the estimated amount. If CXP anticipates the actual Fees to be higher than the estimated Fees, CXP agrees to use commercially reasonable efforts to notify Client with the revised estimate.

(c) If an SOW sets out a schedule of payments but the performance of the Services is delayed through no fault of CXP, which persists for more than thirty (30) days, CXP reserves the right to invoice Client for all Fees and Expenses incurred but not yet invoiced up to the date of the creation of such invoice. Any pre-paid Fees shall be non-refundable.

(d) Fees take into consideration any assumptions and exceptions set out in the SOW, if any. Any changes to such assumptions and exceptions may result in variation of the Fees or any timelines specified in the SOW from being affected.

2.6 Expenses. Fees are exclusive of any reasonable out-of-pocket expenses, such as travel costs and Third Party tools necessary for the performance of the Services, which are pre-approved by Client (the “Expenses”).

2.7 Invoices. CXP will invoice Client in accordance with this Agreement and unless otherwise stated in the SOW, Client agrees to pay such invoice within fifteen (15) days of receipt. Unpaid amounts may be subject to interest at the lesser of 1.5% per month, or the maximum permitted by law, plus collection costs. Any Fees and Expenses paid by credit card may be subject to a surcharge of 2.4%, or the maximum permitted by law, whichever is less. Additionally, CXP reserves the right to suspend the provision of Services until all overdue amounts, together with any accrued interests, are paid by Client. Client agrees that CXP’s exercise of its suspension right shall not be deemed a breach or termination of the applicable SOW.

2.8 Taxes. Fees are exclusive of any applicable taxes and shall be in addition to the Fees stated in the applicable SOW. Client will be responsible for any damages (taxes, penalties or interest incurred by CXP) that might apply based on CXP’s failure to charge appropriate tax due to incomplete or incorrect information provided by Client, including the failure to advise CXP if Client’s tax status changes during the Term (as defined below).

Article 3 - Deliverables

3.1 Deliverables.

(a) The Services performed by CXP or CXP Professionals vary depending on the type of Services. Some are services based (e.g. Staff Services), whereas others may lead to original work being produced.

(b) If original work is produced and delivered as part of the Services, such work shall be referred to as “Deliverables”, and may be specifically identified in the SOW. The SOW may specify a delivery schedule for the Deliverables or a part thereof. If the delivery schedule is dependent upon performance of any task by Client, its Personnel and/or by a third party outside of CXP’s control, the delivery schedule shall be automatically adjusted to account for any delays caused by such party.

3.2 Changes. If any changes to the Services and/or Deliverables are required, the Parties shall document such changes in writing. Any changes that result in a variance of the Fees and/or Expenses shall be agreed to in writing.

3.3 Acceptance. Unless otherwise stated in an SOW, Client shall have fifteen (15) days to test the Deliverables (“Acceptance Period”) against the acceptance criteria set forth in the applicable SOW and notify any deficiencies to CXP in writing. The notice shall set out the details of the deficiencies and unless such deficiencies were as a result of Client, its Personnel, Client Materials, or Third Party Materials, CXP shall use commercially reasonable efforts to correct the deficiencies within a reasonable time period. If Client fails to provide the written notice within the Acceptance Period, Client shall be deemed to have accepted the Deliverables.

Article 4 - Term and Termination

4.1 SOW Term. The term of each SOW shall be stated in the SOW (each term of the SOW, including all the renewals, the "SOW Term"). Unless stated otherwise in the applicable SOW, each SOW shall auto-renew for a term equal to the initial SOW Term unless Client has notified CXP in writing of its intention not to renew the applicable SOW at least thirty (30) days prior to the expiration of the applicable SOW Term.

4.2 Term of this MSA. This MSA shall apply to all the SOWs during the SOW Terms and shall terminate when all SOW Terms have expired or terminated. For the purposes of this Agreement, “Term” shall mean the time period during which this MSA applies to all the SOWs until terminated in accordance with this MSA.

4.3 Termination for Convenience. CXP may terminate this MSA, or any SOW, by providing Client with thirty (30) days’ written notice.

4.4 Termination for Breach. Either Party may terminate this MSA and/or the applicable SOW if the other Party materially breaches this MSA and/or the applicable SOW. The other Party shall be considered to be in material breach if any of the following events occur: (i) if the other Party is Client, where Client fails to pay any overdue invoices fifteen (15) days after Client receives written notice of non-payment; (ii) the other Party is in breach of a material, non-monetary term, condition, or provision of this Agreement and such breach is not cured within thirty (30) days of the written notice; or (iii) the other Party undertakes liquidation, dissolution or winding-up, is unable to pay its debts or obligations as they become due, makes an assignment for the benefit of creditors, becomes subject to direct control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding under federal, provincial or state law. The written notice for termination shall include a detailed explanation of the material breach justifying the termination in accordance with this Section 4.4.

4.5 Additional Termination Rights. Unless additional termination rights are provided in an SOW, the Parties agree that the termination rights set out in this Article 4 shall be the exclusive rights and remedies for termination of each Party.

4.6 Effect of Termination

(a) If an SOW is terminated but there are other SOWs with active SOW Terms

(i) all rights pertaining to the terminated SOW shall cease immediately;

(ii) (ii) Client shall pay all Fees and Expenses due under the terminated SOW, including any interest accrued thereon; and

(iii) this MSA shall remain valid for the SOWs with active SOW Terms.

(b) If all SOWs have been terminated and there are no active SOW Terms,

(i) all rights granted to Client herein shall cease immediately;

(ii) Client shall pay all Fees and Expenses due under all SOWs, including any interest accrued thereon; and

(iii) Parties shall comply with Section 5.2(b) of this Agreement.

(c) CXP shall keep any Client Materials that are no longer associated with any SOW with an active SOW Term for thirty (30) days, after which it may be deleted.

(d) Article 1, Article 5, Article 7, Article 8 and Sections 2.3, 2.8, 6.5 and 6.7 shall survive termination or expiration of this Agreement.

4.7 Transition Services. If requested by Client, CXP agrees to provide transition services, at the then hourly rate of CXP, to ensure that the business operations of the Client can continue without material interruption.

Article 5 - Confidentiality

5.1 Confidential Information

(a) "Confidential Information" means any non-public information disclosed to one Party (“Receiving Party”) by the other Party (“Disclosing Party”) during the Term that is either furnished or made available, and that is marked or otherwise designated as confidential, proprietary or other similar designation, or that would be reasonably considered confidential or proprietary. Receiving Party may disclose the Confidential Information to its Personnel solely in connection with performing the Services (“Purpose”). Receiving Party shall cause its Personnel that have been disclosed the Confidential Information to observe the terms set out in this Article 5 (“Confidentiality Provisions”) and shall be responsible for any breach of these Confidentiality Provisions by its Personnel.

(b) Confidential Information shall not include information that:

(i) is or subsequently becomes publicly available without breach of any obligation owed to Disclosing Party;

(ii) became known to Receiving Party without confidentiality restrictions, prior to Disclosing Party's disclosure of such information to Receiving Party pursuant to this Agreement, as shown by Receiving Party's records;

(iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of a confidentiality agreement or a contractual, legal or fiduciary obligation; or

(iv) is independently developed by Receiving Party without any use of or reference to the Confidential Information. Burden of proving that information is not Confidential Information rests with Receiving Party.

5.2 Obligations

(a) Receiving Party shall:

(i) not disclose, reproduce, summarize and/or distribute the Confidential Information, except as otherwise permitted in these Confidentiality Provisions;

(ii) use the Confidential Information solely for the Purpose; and

(iii) make the same effort to safeguard the Confidential Information as it would for its own Confidential Information, but in no case less than reasonable care.

(b) Upon termination of this Agreement or at Disclosing Party's request, Receiving Party shall return all Confidential Information, or at Receiving Party's option, certify destruction of same within ten (10) Business Days of the request. This obligation shall include all reproduction, summarization and any derivatives made and permitted in accordance with these Confidentiality Provisions.

5.3 Legal Disclosures

The disclosure restrictions contained in these Confidentiality Provisions do not apply to disclosure that is required (i) by law or any order of any competent court or other authority; or (ii) pursuant to the rules of any relevant stock exchange; unless Receiving Party is permitted or required by law, order or such rule to refrain from making such disclosure for confidentiality or other reasons. Prior to making such disclosure, Receiving Party shall, to the extent not prohibited by such law, order or rule:

(a) give Disclosing Party prompt notice of the requirement and the proposed content of any disclosure;

(b) at Disclosing Party's request and expense, co-operate with Disclosing Party in limiting the extent of the disclosure and in obtaining an appropriate protective order or pursuing such legal action, remedy or assurance as Disclosing Party deems necessary to preserve the confidentiality of the Confidential Information; and

(c) if a protective order or other remedy is not obtained or Disclosing Party fails to waive compliance with these Confidentiality Provisions, disclose only that portion of the Confidential Information that Receiving Party is, on the advice of counsel, required to disclose and exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment is given to the Confidential Information disclosed.

5.4 Ownership. All Confidential Information shall at all times remain the property of Disclosing Party. Nothing in these Confidentiality Provisions or in the disclosure of any Confidential Information confers any interest in the Confidential Information to Receiving Party or its Personnel.

5.5 Remedy. Receiving Party acknowledges that the disclosure of any aspect of the Confidential Information contrary to these Confidentiality Provisions will give rise to irreparable injury to Disclosing Party inadequately compensable in damages. Disclosing Party may, in addition to any other remedy, enforce the performance of these Confidentiality Provisions by way of injunction or specific performance upon application to a court of competent jurisdiction without proof of actual damages (and without the requirement of posting a bond or other security) and, notwithstanding that damages may be readily quantifiable, Receiving Party agrees not to plead sufficiency of damages as a defence in any such proceeding. The rights and remedies provided herein are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or equity. All such rights and remedies may be exercised from time to time, and as often and in such order as Disclosing Party deems expedient. Receiving Party shall immediately notify Disclosing Party of any breach of these Confidentiality Provisions.

Article 6 - Proprietary Rights

6.1 Client Materials.

(a) If Client provides any information or materials that it owns or licenses to CXP in connection with the provision of the Services (“Client Materials”), Client represents and warrants that it has all rights necessary to such Client Materials and that the Client Materials do not infringe or misappropriate the Intellectual Property Rights of a third party.

(b) Client shall retain all right, title and interest (including any Intellectual Property Rights) in the Client Materials. Client grants to CXP and its Personnel a limited, non-exclusive, non-transferable, non-sublicensable and non-assignable right to use the Client Materials for the sole purpose of providing the Services to Client.

6.2 Deliverables

(a) CXP retains all right, title and interest (including any Intellectual Property Rights) in the Deliverables, excluding any Third Party Materials used with the Deliverables, and CXP grants to Client a limited, non-exclusive, non-transferable and non-sublicensable license to use the Deliverables solely for internal business purposes of Client.

(b) If the SOW states that the Deliverables are owned by Client, ownership of the Deliverables shall be assigned to Client upon payment of all Fees and Expenses due under the SOW; otherwise, CXP shall retain ownership of the Deliverables as per subsection (a). The SOW must describe in sufficient details the Deliverables for which ownership will be assigned in accordance with this section. Upon compliance with this Agreement by Client, CXP hereby assigns to Client, all right, title and interest (including Intellectual Property Rights) in the Deliverables (excluding Third Party Materials and CXP Materials incorporated therein or used therewith) and CXP hereby waives all moral rights to such Deliverables.

6.3 CXP Materials.

(a) Other than Third Party Materials, Client Materials and any Deliverables for which SOW states that ownership is assigned to Client pursuant to Section 6.2(b), all materials, information, or other intellectual property used or created in the provision of Services, including any CXP Background IP, shall be owned by CXP (the “CXP Materials”) and CXP retains all right, title and interest (including any Intellectual Property Rights) in the CXP Materials. For clarity, CXP Materials include the CXP Agent Platform.

(b) Except for the CXP Agent Platform and AI Agent(s), to the extent that CXP Materials are incorporated into the Deliverables, CXP hereby grants Client a limited, non-exclusive, non-transferable and non-sublicensable license to use the CXP Materials solely with the Deliverables.

(c) For AI Agents operating on the CXP Agent Platform, continued access to and use of the CXP Agent Platform and AI Agents shall be subject to a fee as set out in the SOW. With respect to AI Agents, unless the SOW expressly states that the AI Agent is a Deliverable of the Services, AI Agent shall not form part of the Deliverables and shall form part of the CXP Materials. With respect to the CXP Agent Platform, notwithstanding anything in this Agreement and SOW, CXP Agent Platform shall never form part of the Deliverables.

6.4 Third Party Materials. If any Deliverables use any product, service, material or any other Intellectual Property Rights of a Third Party (“Third Party Materials”), the use of the Third Party Materials may require additional fees charged by the Third Party and/or may require Client to enter into separate terms and conditions with the Third Party. Unless otherwise stated in the SOW, any Third Party Materials incorporated or used with the Deliverables shall be between Client and the Third Party who owns or licenses the Third Party Materials.

6.5 Feedback. During the Term, if Client or its Personnel provide any suggestions for changes, modifications or improvements to the Services (those suggestions, the "Feedback"), all such Feedback shall be solely owned by CXP. Client shall do (and shall cause its Personnel to do) all that is necessary to assign the ownership of such Feedback to CXP.

6.6 Marketing. Client hereby grants CXP the right to display Client’s name and logo on its website for marketing purposes. If CXP was subcontracted by Client to provide the Services (or a portion thereof) for Client's client (the "Head Client"), CXP shall also have the right to display the name and logo of the Head Client and Client shall ensure that it has obtained the necessary rights for CXP to display such name and logo. If any testimonial or review was provided, CXP shall be permitted to display such testimonial or review on its website or on its marketing materials.

6.7 Residuals. Nothing in this Agreement shall prevent CXP from using any Residual Information obtained during the provision of the Services. “Residual Information” means the ideas, know-how, concepts or techniques that may be retained in the unaided memory of a person who had access to information (including Confidential Information) of Client. A person’s memory is unaided if such person has not intentionally memorized such information for the purpose of retaining and subsequently using or disclosing it.

Article 7 - Disclaimers and Limitation of Liabilities

7.1 Limited Warranty. CXP warrants to Client that its Personnel have the necessary experience and skills to perform the Services and that such Services will be performed in a professional manner. However, with respect to Staff Services, it is the responsibility of Client to supervise and satisfy itself of the competence of the CXP Professional and verify the services rendered by the CXP Professional.

7.2 Client Materials. CXP shall not be responsible or liable for any liabilities or obligations arising from, in connection with or related to the Client Materials.

7.3 General Disclaimer

(a) EXCEPT FOR ANY REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, THE CXP MATERIALS AND THE DELIVERABLES ARE PROVIDED ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ACCURACY OF MEASUREMENTS OR OTHER OUTPUTS, THAT THE SERVICES, CXP MATERIALS OR DELIVERABLES WILL BE FREE OF FAULT OR INTERRUPTIONS OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. UNLESS AN EXPRESS INDEMNITY IS PROVIDED, CXP HAS NO OBLIGATION TO INDEMNIFY, DEFEND OR HOLD HARMLESS CLIENT OR ANY OF ITS SUCCESSORS, ASSIGNS, SHAREHOLDERS, PARTNERS, DIRECTORS, OFFICERS, AGENTS, AFFILIATES, SUBSIDIARIES, EMPLOYEES OR CONTRACTORS, INCLUDING AGAINST CLAIMS RELATED TO PRODUCT LIABILITY OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

(b) THE USE OF THE THIRD PARTY MATERIALS IS GOVERNED BY AND LIMITED TO THE TERMS AND CONDITIONS BETWEEN SUCH THIRD PARTY AND CLIENT. CXP DOES NOT PROVIDE ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR INDEMNITIES WITH RESPECT TO ANY THIRD PARTY MATERIALS. CXP AND ITS PERSONNEL SHALL HAVE NO RESPONSIBILITY, LIABILITY, OBLIGATIONS FOR ANY CLAIMS ARISING FROM, IN CONNECTION WITH OR RELATED TO THE THIRD PARTY MATERIALS.

7.4 CXP Network and CXP Professionals Disclaimers

(a) Acknowledgement. Client acknowledges and agrees that CXP does not typically participate, supervise or manage the performance of the Staff Services provided by CXP Professionals. CXP Professionals are independent contractors and not employees or agents of CXP. CXP Professionals work directly with Client without any involvement from CXP and CXP shall not be responsible for the work performed or any professional services provided by CXP Professionals as part of the Staff Services. With Staff Services, CXP’s sole role and responsibility is to find the right CXP Professional(s) with the skills and experience as requested by Client from its CXP Network.

(b) THEREFORE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND SECTION 7.3, CLIENT ACKNOWLEDGES AND AGREES THAT UNLESS THE SOW EXPRESSLY STATES THAT CXP IS PROVIDING WARRANTIES WITH RESPECT TO THE CXP PROFESSIONAL’S WORK, ALL SERVICES PROVIDED BY CXP PROFESSIONALS SHALL BE BETWEEN CLIENT AND CXP PROFESSIONALS, AND CXP DOES NOT PROVIDE ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR INDEMNITIES WITH RESPECT TO SERVICES PROVIDED BY THE CXP PROFESSIONALS.

7.5 Limitation of Liabilities

(a) THE TOTAL LIABILITY AND OBLIGATIONS OF CXP SHALL NOT EXCEED: (i) FOR ALL CLAIMS ARISING OUT OF, IN CONNECTION WITH, OR RELATED TO AN SOW, THE FEES PAID BY CLIENT TO CXP UNDER SUCH SOW IN THE SIX (6) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO SUCH LIABILITY OR OBLIGATION; OR (ii) IN THE AGGREGATE FOR ALL CLAIMS ARISING OUT OF, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT, THE FEES PAID PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO SUCH LIABILITY OR OBLIGATION. THE LIMITS OF LIABILITY IN THIS SECTION ARE CUMULATIVE AND NOT PER-INCIDENT.

(b) THE PARTIES SHALL BE LIABLE ONLY FOR DIRECT DAMAGES, AND SHALL NOT BE LIABLE FOR LOSS OF PROFITS, DAMAGE TO REPUTATION, LOSS OF GOODWILL, LOSS OF REVENUES, OR FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) TO THE EXTENT PERMITTED BY LAW, THE LIMITATIONS OF LIABILITY IN THIS SECTION 7.5 SHALL APPLY (i) REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE; (ii) EVEN IF THE OTHER PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iii) EVEN IF THE OTHER PARTY’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE DISCLAIMERS OF LIABILITY, THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

Article 8 - General

Article 8 - General

8.1 Non-Solicitation. During the Term and for a period of twelve (12) months from the end of the Term, Client will not, individually or, through or in connection with any Person, directly or indirectly, solicit or entice, or attempt to solicit or entice any CXP Personnel or CXP Professional involved in the performance of the Services to terminate his/her/its relationship (employment, contractual or otherwise) with CXP.

8.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral, between the Parties. The Parties expressly disclaim any reliance on any and all communications, discussions, proposals and/or agreements (verbal or written) between the Parties. Except as expressly provided herein, there are no other representations, warranties, covenants, conditions, other agreements or acknowledgements, whether direct or collateral, express or implied, that form part of or affect this Agreement.

8.3 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. This Agreement will be deemed to be made in the Province of Ontario and, subject to Section 8.5, the Parties hereby submit to the exclusive jurisdiction of the courts of the Province of Ontario for any legal action arising out of or related to this Agreement and agree not to commence any action, suit or proceeding in any jurisdiction other than the Province of Ontario. A Party may bring suit against the other Party in a forum other than Ontario, Canada, provided that (A) such suit is solely for an injunction to enforce this Agreement and is not for damages; (B) such suit is brought against the other Party in a jurisdiction or forum in which the other Party is doing business; and (C) the other Party is not a resident of Ontario, Canada and would not otherwise be directly subject to an injunction issued by an Ontario, Canada court.

8.4 Force Majeure. Notwithstanding anything to the contrary contained herein, except for the payment of Fees and Expenses due under this Agreement, a failure or delay in performance by a Party shall be excused to the extent caused by a Force Majeure Event provided that, the affected Party notifies the other Party promptly and in detail of the commencement and nature of such Force Majeure Event, and provided further that the affected Party uses its commercially reasonable efforts to render performance in a timely manner utilizing to such end all resources reasonably required in the circumstances.

8.5 Dispute Resolution Procedure

(a) In the event of any dispute or disagreement between the Parties with respect to the interpretation of any provision hereof, the performance of either Party hereunder, or any other matter that is in dispute between the Parties arising from or in connection with or related to this Agreement ("Dispute"), upon the written request of either Party, the Parties will promptly meet for the purpose of resolving such Dispute. The Parties agree to discuss the Dispute and negotiate in good faith without the necessity of any formal proceedings. If the Parties are unable to resolve the Dispute within fifteen (15) Business Days, either Party may submit the matter to final and binding arbitration.

(b) The Dispute will be referred to and determined exclusively through binding arbitration conducted in Toronto, Ontario, Canada or such other location as may be mutually agreed by the Parties, before a single arbitrator and in accordance with the applicable Ontario arbitration statute (the Arbitration Act, 1991, S.O. 1991, c.17, as amended, or the International Commercial Arbitration Act, R.S.O. 1990, c. I.9, as amended, or such other statute that may be enacted). Except as may be necessary for a Party to comply with or enforce a decision of the arbitrator, the arbitration proceedings and the award of the arbitrator shall be kept confidential.

(c) The fees and expenses of the arbitrator and costs of the arbitration facilities will be periodically billed to and paid in equal proportions by the Parties as the arbitration proceeds. Each Party will be responsible for its own costs, including attorneys' fees, in any negotiation, arbitration or court proceeding.

(d) Notwithstanding anything in this Section 8.5, Disputes relating to the following matters or requesting the following types of relief will not be resolved by final and binding arbitration: (i) ownership or infringement of Intellectual Property Rights; (ii) Claims related to Confidential Information; (iii) Claims in respect of death or bodily injury; or (iv) interim or interlocutory Claims for injunctive relief ("Non-Arbitrable Dispute"). In the event of a Non-Arbitrable Dispute, either Party may proceed directly to court.

(e) Each Party shall continue performing its obligations under this Agreement while any Dispute is being resolved in accordance with this Section 8.5, unless and until such obligations are terminated or expire in accordance with the provisions of this Agreement.

8.6 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement will be deemed to create a partnership or joint venture or a relationship of principal and agent, employer-employee, master-servant, or franchisor-franchisee among or between the Parties. The relationship between the Parties is non-exclusive.

8.7 No Assignment. Except as expressly permitted in this Agreement, Client may not assign, transfer or sub-license any of its rights or delegate any of its responsibilities without the written consent of CXP.

8.8 Severability. The Parties agree that it is the intention of each Party not to violate any public policy or law. To the extent that any provision of this Agreement is deemed to be invalid, illegal or unenforceable, such provision will be severed and deleted or limited so as to give effect to the intent of the Parties insofar as possible and the Parties will use their best efforts to substitute a new provision of like economic intent and effect for the illegal, invalid or unenforceable provisions and the remainder of this Agreement will remain binding upon the Parties.

8.9 No Waiver. Either Party's failure to enforce any provision or right in this Agreement will not be construed as a waiver of any such provision or right. Waiver of any provision or right must be specifically in writing by the waiving Party. Except as expressly stated in the written waiver, a Party's waiver shall not operate or be construed as a continuous waiver to such provision or right.

8.10 Notices. Any demand, notice, consent, authorization or other communication required or permitted to be given in connection with this Agreement must be given in writing and will be given by personal delivery or sent by, courier, prepaid registered mail or electronically receipted e-mail, in each case addressed to the recipient as follows: (1) in the case of CXP, Attn: legal, email to legal@collectivexp.io; and (2) in the case of Client, to the address on the SOW, or to such other address, individual, or email address as may be designated by notice given by either Party to the other Party in the same manner. Any demand, notice, consent, authorization or other communication if given by personal delivery (including courier) will be deemed to have been given on the day of actual delivery thereof, if given by registered mail will be deemed to have been given on the tenth Business Day following the deposit thereof in the mail, if given by electronically receipted e-mail will be deemed to have been given upon receipt thereof.

8.11 Counterparts and Electronic Execution. The execution of the SOW, which incorporates this MSA by reference, whether executed electronically or physically, and delivered by electronic means or sent to the addresses set forth in Section 8.10, shall constitute effective delivery by that Party of an original executed copy of this Agreement to the Party receiving the transmission. Also, the SOW may be executed by the Parties in several counterparts, each of which will be deemed to be an original, but all of which taken together will constitute one and the same instrument.

8.12 Customer Terms. No terms in any purchase order or other order forms of the Client, other than the identification of the Services being purchased, the applicable pricing and the address for invoicing shall be binding on CXP, and all such terms are hereby expressly rejected.

Schedule A - Generative AI

This schedule shall apply to any Services (including Deliverables provided as part of the Services) that incorporate generative artificial intelligence features or functionalities.

1. Definitions.

(a) "Generative AI Feature" means any feature or functionality that uses or incorporates generative artificial intelligence systems, including large language models and other machine learning models, to produce text, images, audio, code, or other content in response to Inputs.

(b) "Inputs" means any data, prompts, instructions, files, or other content, provided by Client or by any end user, used by the Generative AI Feature to generate the Outputs.

(c) “Outputs" means any content produced by a Generative AI Feature to be used by an end user or to be used as part of broader system (such as an AI Agent).

2. Acknowledgement. Client acknowledges and agrees that Generative AI Features:

(a) rely on third-party models and services that are inherently probabilistic and non-deterministic in operation;

(b) may produce outputs that are inaccurate, incomplete, misleading, offensive, biased, harmful, unlawful, or that infringe the rights of third parties;

(c) may produce different outputs in response to identical or similar inputs;

(d) cannot be guaranteed to behave in any particular manner or to comply with any particular standard;

(e) are influenced by the inputs provided, for which CXP may not have control over;

(f) are not a substitute for professional advice of any kind, including legal, medical, financial, or other regulated advice; and

(g) may depend on the services provided by a Third Party that may become unavailable, which may affect the useability of the Services (or Deliverables) incorporating such Generative AI Features.

3. Limited Scope and Disclaimer.

(a) As acknowledged in Section 2 above, Client understands and agrees to the risks and limitations set out above and that Client shall not hold CXP liability or responsible for the Outputs of any Generative AI Features.

(b) Client shall exercise diligence in reviewing and testing the Generative AI Features and is responsible for approving, the scope, intended use, and any safeguards or restrictions of each Generative AI Feature, including input safeguards, output safeguards, content filters, output classifiers, human-in-the-loop review, and restrictions on subject matter. CXP will implement such safeguards as agreed by the Parties from time to time, whether documented in the applicable SOW, project documentation, or other written communications between the Parties. CXP may provide recommendations regarding any of the foregoing, but any such recommendations are advisory only and do not shift authority or responsibility to CXP. Client acknowledges that (i) safeguards rely on probabilistic systems and cannot be guaranteed to detect, filter, prevent, or correct every problematic Input or Output, and (ii) CXP has no control over Inputs once submitted or over the content of any Output.

(c) It is the responsibility of Client to include any end-user-facing terms of use, acceptable use policies, disclaimers, warnings, and notices governing the submission of Inputs by end users and the reliance on Outputs by end users. As between Client and CXP, Client bears all risk and liability for any Inputs submitted by end users and for any decision or action taken by end users in reliance on Outputs, regardless of any safeguards implemented by CXP. This allocation of risk is solely as between Client and CXP. Nothing in this section is intended to establish, limit, or affect the rights, obligations, or liability of Client or any end user as between themselves, or to limit any defense available to Client in any claim brought by an end user.

(d) For Generative AI Features that are used for internal business purposes of Client, Client shall ensure that its Personnel receive proper training in their use and if the Output is used for business-critical functions, Client implements a human-in-the-loop process before any business-critical functions are performed.