Master Subscription Agreement

"Client Data" means any data, or information directly provided by Client to KnowIdea as part of the Subscription Services, including but not limited to operational data (process metrics, KPIs, throughput, efficiency data), financial data (revenue, cost structures, budgets, forecasts), people and performance data (headcount, roles, productivity, engagement indicators), client and distributor data (customer profiles, transactions, retention, performance), and business context inputs (targets, constraints, assumptions, priorities, and strategic objectives) but excludes any Output that the Platform generates.

"Confidential Information" means any information, technical data or know-how of a party including that which comprises or relates to the party's confidential and proprietary trade secrets, hardware, software (source code and object code), screens, specifications, designs, plans, drawings, data, prototypes, discoveries, research, developments, processes, procedures, intellectual property, market research, marketing techniques and plans, business plans and strategies, customer names and other information related to customers, price lists, pricing policies and financial information or other business and/or technical information and materials, in oral, demonstrative, written, electronic, graphic or machine-readable form and any analyses, compilations, studies or documents. Confidential Information also includes the terms of this Agreement. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) is disclosed to a party by a third party, provided such information was not obtained by said third party, directly or indirectly, from the other party on a confidential basis; (c) is already known to a party; or (d) is independently developed or discovered by a party without access to Confidential Information of the other party.

"Client Feedback" means any feedback, suggestions, recommendations, and corrections provided by Client or any Users to KnowIdea regarding KnowIdea Platform, Subscription Services, and other KnowIdea products and services. Client Feedback includes any quantitative or qualitative information provided in response to KnowIdea questionnaires.

"KnowIdea Intellectual Property" means the Subscription Services, Platform, System, Metadata, Documentation, and all other intellectual property created, used or provided by KnowIdea to the Client pursuant to this Agreement, and all modifications or derivatives thereof or improvements thereto, excluding any Output.

"Documentation" means the documentation, work product, reports, training programs, training media and materials provided by KnowIdea to Client relating to the Subscription Services with respect to the use, technical specifications and functionality thereof, including any custom-built deliverables for Client.

"Intellectual Property Rights" means inventions, patents, copyrights, trademarks, service marks, industrial designs, design patents, integrated circuit topography rights, applications for registration of any of the foregoing, and know-how, trade secrets, confidential information, trade or business names and any other intellectual property rights.

"Output" means any data, analyses, explanations, predictions, recommendations including analytical insights, performance diagnostics, prioritized findings, scenario analyses, reports, insights and other information and materials generated from client inputs and platform logic by the Subscription Services but excludes any Metadata defined below.

"Personal Information" has the meaning given to it under the Personal Information Protection and Electronic Documents Act ("PIPEDA"), as may be amended from time to time.

"Platform" means the KnowIdea cloud-based web platform accessed through KnowIdea's secure website and web application.

"Proof of Concept" or "PoC" means a trial period during which Client may access and use the Subscription Services solely to evaluate functionality, performance, and suitability, in accordance with this Agreement.

"Subscription Services" means the on-line software as a service offerings delivered by KnowIdea to Client using the Platform, as made available by KnowIdea from time-to-time and as described on the Order Form of this Agreement, as well as the associated Documentation.

"Subscription Term" means the Subscription Term as set forth in the Order Form.

"System" means the technology used by KnowIdea and its third-party suppliers to deliver the Subscription Services to Client in accordance with this Agreement, including its Platform, software, algorithms, data, performance results, models, methodologies, workflows, logic, databases, user interfaces, equipment, tools, instructions, templates, molds, formulae, drawings, processes, methods, know how, show how, trade secrets, analysis, designs, lab journals, notebooks, blueprints, schematics, research and development, reports, technical and functional information, specifications, manufacturing and engineering information, inventions, discoveries, developments, concepts, ideas, whether or not any of the foregoing are patentable or registrable under patent or similar laws or are protected by copyright law.

"Trademarks" means any trademark, logo, word mark or other indicia of KnowIdea.

"Metadata" means all information, data and metadata that is collected, generated, observed, recorded, inferred or derived by KnowIdea from or in connection with Client's or any User's access to or use of the Subscription Services or the Platform, including but not limited to: (a) technical and operational data, such as IP address, device and browser type, cookies and identifiers, telemetry, event, access and audit logs, diagnostics, crash reports, API calls, authentication events and timestamps; (b) usage metrics and product analytics, such as feature usage, query volumes, session duration, clickstream and navigation patterns, throughput and latency, and utilization rates; (c) interaction metadata, such as the types and categories of questions, prompts, queries or requests submitted; workflows invoked; parameters, filters and configurations selected; transformations, processing steps and analytical methods applied by the Platform in producing outputs; and which results are viewed, exported or otherwise acted upon; and (d) derived insights and second-order data derived from statistical analyses of Client Data, including patterns, trends, correlations, learnings, performance characteristics, and other non-identifying insights inferred from (i) how Client and Users interact with the Platform, (ii) the nature of the questions asked and analyses requested, and (iii) the transformations and processing applied to inputs to generate outputs. Metadata excludes Client Data in identifiable form. For clarity, Metadata may include aggregated and de-identified information derived from Client Data or User interactions, provided that such information does not identify Client, any User, or any individual and is not reasonably capable of being re-identified.

"UserID" is defined in Section 3.1.

"Users" means Client's employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Services on behalf of Client and have been supplied user identifications and passwords for this purpose.

5.1 KnowIdea IP. Client acknowledges and agrees that KnowIdea is the sole and exclusive owner of and retains all right, title and interest, including all intellectual property rights, in and to the KnowIdea Intellectual Property, including all updates, improvements, enhancements, modifications, changes and derivative works in relation thereto.

5.2 Know-How. With the exception of Client's Confidential Information, KnowIdea and its personnel may use and disclose their general skills, knowledge, experience and know-how, including, without limitation, general processes, concepts, methods, methodologies, techniques, ideas and other residual information gained or learned in the provision of the Subscription Services. Nothing herein shall prevent KnowIdea from creating, developing, providing services or products which are the same or materially the same as the Documentation or anything developed pursuant to this Agreement or an applicable Order Form for itself or for any third-party.

5.3 Feedback. Client grants KnowIdea a worldwide, perpetual, irrevocable, royalty-free, transferable, and sublicensable (through multiple tiers) license to use, modify, and incorporate Client Feedback into KnowIdea's products and services without restriction, obligation, or compensation to Client. KnowIdea will not publicly identify Client or any User in connection with the use of Client Feedback without Client's prior written consent.

5.4 License to KnowIdea. Client grants to KnowIdea a worldwide, non-exclusive, royalty-free license during the Subscription Term to use Client's name, logo, and trademarks solely to identify Client as a customer of KnowIdea on KnowIdea's website, in marketing materials, and in presentations to prospective customers. Client may revoke this license at any time upon 30 days' written notice to KnowIdea. Upon termination or expiration of this Agreement, or upon Client's revocation of this license, KnowIdea will cease all use of Client's name and trademarks within 30 days and remove them from publicly available materials, except that KnowIdea may retain Client's name and trademarks in archived materials not actively distributed.

5.5 Client Data. Client retains all right, title and interest in and to the Client Data and Output. Client acknowledges that it has no obligation to upload, input, or provide any proprietary data, formulations, specifications, or other confidential information to use the Subscription Services. Client grants to KnowIdea a worldwide, royalty-free, non-exclusive license to: (a) use, host, copy, transmit, display, modify and create derivative works of the Client Data and Output for the purposes of providing the Subscription Services to Client during the Subscription Term; (b) sublicense to KnowIdea's affiliates and authorized subprocessors solely to perform the foregoing; and (c) use, copy, display, modify and process the Client Data and Output to generate Metadata and use such Metadata for KnowIdea's internal business purposes in perpetuity, including training and improving KnowIdea's systems and proprietary technology, products and services.

5.6 Metadata. KnowIdea may collect and use Metadata for the purposes of operating, securing, supporting, analyzing, and improving the Subscription Services or Documentation and developing new features and offerings. KnowIdea owns all right, title and interest in and to Metadata. KnowIdea will not disclose Metadata in a manner that identifies Client except with Client's consent.

6.1 Confidentiality. Each party will keep strictly confidential and will not disclose or use for any purpose other than for performing its obligations under this Agreement any Confidential Information of the other party. Except as expressly provided in this Agreement, neither party will obtain any interest in the other party's Confidential Information by reason of this Agreement or by reason of the disclosure of such Confidential Information pursuant to this Agreement. Each party will take the steps reasonably necessary to protect the confidentiality of the other party's Confidential Information. Each party will provide the other party's Confidential Information at least the same level of protection that it provides for its own Confidential Information (except that such level of protection will not be less than a reasonable level). Each party may disclose the other party's Confidential Information only to its directors, officers, agents, employees, contractors and professional advisors who have a need to know such Confidential Information for the performance of this Agreement, provided that such directors, officers, agents, employees, contractors and professional advisors are bound by obligations of nondisclosure and non-use substantially the same in scope as those contained in this Section 6. Nothing in this Section 6 will restrict a party's use or disclosure of its own Confidential Information.

6.2 Permitted Disclosures. Either party may disclose the other party's Confidential Information if required by law, regulation, court order, or administrative process, provided it: (a) gives prompt notice to the other party; (b) maintains confidentiality to the greatest extent possible; and (c) takes such steps as may be reasonable in the circumstances to allow the other party reasonable opportunity to seek a protective order.

6.3 Injunction. The parties acknowledge and agree that the breach by either party of any of the provisions of this Section 6 would cause serious and irreparable harm to the other party that could not adequately be compensated for in damages and, in the event of a breach by either party of any of such provisions, the breaching party hereby consents to an injunction being issued against it restraining it from any further breach of such provision, but such action will not be construed so as to be in derogation of any other remedy that the other party may have in the event of such a breach.

7.1 Invoicing and Payment. Unless otherwise agreed to in writing between the parties, all invoices by KnowIdea to Client will be payable by Client to KnowIdea within 30 days of receipt. If any amount payable hereunder is not paid when due, Client will pay to KnowIdea interest on such amount from the date payment was due until the date that payment is received in full at the rate of the lesser of (a) 1.5% compounded monthly (19.56% annually), or (b) the maximum amount allowed by law, which interest shall be paid monthly. Client shall reimburse KnowIdea for all reasonable costs incurred by KnowIdea in collecting any late payments or interest, including legal fees, court costs, and collection agency fees.

7.2 Taxes. The amounts provided for in this Agreement are exclusive of all sales, use, goods and services, value added and other similar taxes, tariffs or duties, all of which will be paid by Client, excluding tax payable on income or capital of KnowIdea. Concurrently with payments to KnowIdea hereunder, Client will remit to KnowIdea all taxes due in respect of the amounts payable by Client hereunder.

7.3 Currency. In this Agreement, all references to money or payments will mean the lawful currency set forth on the Order Form of this Agreement and, unless otherwise expressly agreed to in writing, all payments made under this Agreement will be made in that currency.

8.1 Term. The term of this Agreement will commence on the Effective Date and will continue in full force, until terminated by either party as provided under Section 8.2 unless otherwise stated on the applicable Order Form.

8.2 Renewal. The Subscription Term is fixed for the period set forth in the applicable Order Form and will end upon expiration of the Subscription Term. This Agreement will not automatically renew or extend. Any renewal or extension will occur only by explicit mutual written agreement of the parties.

8.3 Modification of Fees. If after the Effective Date, Client requests modifications, customizations, integrations, or enhancements to the Subscription Services, or if Client's use involves materially greater complexity, data volume, or technical requirements than originally anticipated in the Order Form, KnowIdea may charge additional fees. KnowIdea will provide written notice describing the additional complexity and proposed fees. Client may accept the additional fees and proceed or reject them and maintain the Subscription Services at the original scope.

8.4 Termination. Without limiting the remedies otherwise available under this Agreement or at law, this Agreement may be terminated:

• by either party only as expressly set out in the applicable Order Form between the parties;
• by either party if the other party commits a material breach or failure of any of its obligations under this Agreement and has not cured such breach (or, if the breach or failure is such that its cure would take a longer period, has not commenced and diligently proceeded to cure such breach or failure) within 30 days after receiving written notice from the non-breaching party specifying such breach or failure; or
• by Client, if the Order Form identifies an enterprise implementation, and within 60 days after the Effective Date if the Subscription Services do not meet the agreed expectations. If Client terminates under this provision within such 60-day period, KnowIdea will provide a pro-rata refund for any remaining unused months of the Subscription Term, less any API costs directly attributable to Client's usage during that period.
• by either party if the other party becomes subject to any bankruptcy or insolvency proceeding under applicable law (unless removed or dismissed within 60 days from the filing thereof), or becomes insolvent, becomes subject to direct control of a trustee, receiver or similar authority, or makes an assignment for the benefit of creditors.

8.5 Effect of Termination. The termination or expiry of this Agreement will not affect the rights of any party to make a claim for damages arising from a breach of any provision of this Agreement which occurred prior to such expiry or termination. Upon termination or expiry of this Agreement:

• Client will pay all fees and amounts owing under this Agreement up to the effective date of termination or expiry of this Agreement;
• Client will immediately cease all use of the Subscription Services; and
• each party will return to the other party or destroy (as designated by the other party) any and all Confidential Information of the other party received in connection with this Agreement in its possession or control.

9.1 By KnowIdea. KnowIdea will defend, indemnify and hold harmless Client and its employees, officers and directors against all actions, proceedings, demands, claims, liabilities, losses, damages, judgments, costs and expenses (including reasonable legal fees), arising from any third party claim asserted against Client that the underlying code and software of the System, as delivered by KnowIdea, infringes any Intellectual Property Rights of any third party. For clarity, this indemnity does not apply to, and KnowIdea makes no representation or warranty regarding the infringement or non-infringement of any Intellectual Property Rights by: (i) any Outputs generated by the Subscription Services; (ii) any use, sale, offer for sale, commercialization, or application of such Outputs by Client; or (iii) any products, materials, or formulations developed, manufactured, or sold by Client based on or incorporating such Outputs. KnowIdea may, at its option and expense, and as Client's exclusive remedy hereunder, (a) procure for Client the right to continue using the Subscription Services, (b) replace or modify the Subscription Services or System so that they are no longer infringing but continue to provide comparable functionality, or (c) terminate this Agreement and Client's access to the Subscription Services and refund any amounts previously paid for the Subscription Services attributable to the remainder of the then-current Subscription Term. KnowIdea shall have no liability to Client for any infringement action which arises out of a breach of the terms and conditions of this Agreement by Client or of the use of the Subscription Services (i) after they have been modified by Client or a third party without KnowIdea's prior written consent, (ii) in combination with any other service, equipment, software or process not provided by KnowIdea; or (iii) use of the Subscription Services contrary to Documentation. This Section 9.1 sets forth the entire obligation of KnowIdea and the exclusive remedy of Client against KnowIdea or any of its suppliers for any alleged infringement or adjudicated infringement of any Intellectual Property Rights by the Subscription Services.

9.2 By Client. Client will defend, indemnify and hold harmless KnowIdea, its affiliates, and their respective officers, directors, employees, agents, subcontractors, successors and permitted assigns from and against any and all actions, proceedings, demands, claims, liabilities, losses, damages, judgments, costs and expenses (including reasonable legal fees) arising out of or relating to any third‑party claim, to the extent resulting from: (a) Client Data, or KnowIdea's use of Client Data as permitted under this Agreement, infringing or misappropriating any intellectual property or other rights, or violating applicable law; (b) Client's breach of this Agreement (including its representations, warranties or covenants set forth in this Agreement); (c) death or bodily injury, or damage to tangible real or personal property, to the extent caused by Client's or its Users' misuse of the Subscription Services or negligence or willful misconduct; or (d) any claim that the use, creation, sale, offer for sale, commercialization of any product or service incorporating or using the information contained in an Output infringes upon the Intellectual Property Rights of a third-party.

9.3 Conditions. Any party that is seeking to be indemnified under the provision of this Section 9 (an "Indemnified Party") must (a) promptly notify the other party (the "Indemnifying Party") of any third party claim for which it is seeking an indemnity hereunder (a "Claim"), and (b) give the Indemnifying Party the sole control over the defense of such Claim. However, if an Indemnified Party fails to notify the Indemnifying Party promptly, the Indemnifying Party will be relieved of its obligations under this Section 9 only if and to the extent that its ability to defend the Claim is materially prejudiced by such failure. The Indemnifying Party may settle or compromise a Claim without the Indemnified Party's prior approval of any such settlement or compromise only if (i) such settlement involves no finding or admission of any breach by an Indemnified Party of any obligation to any third party, (ii) such settlement has no effect on any other claim that may be made against an Indemnified Party or any defense that an Indemnified Party may assert in any such claim, and (iii) the sole relief provided in connection with such settlement is monetary damages that are paid in full by the Indemnifying Party. Upon the Indemnifying Party's assumption of the defense of such Claim, the Indemnified Party will cooperate with the Indemnifying Party in such defense, at the Indemnifying Party's expense.

10.1 Limitation of Liability. THE AGGREGATE LIABILITY OF KNOWIDEA ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES AND OTHER AMOUNTS PAID BY CLIENT TO KNOWIDEA UNDER THIS AGREEMENT FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM FOR DAMAGES IN THE ONE (1) MONTH IMMEDIATELY PRECEDING SUCH CLAIM.

10.2 Damages Exclusions. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST BUSINESS REVENUE, LOST PROFITS, ECONOMIC LOSS, PECUNIARY LOSS, FAILURE TO REALIZE EXPECTED SAVINGS OR LOSS OF BUSINESS OPPORTUNITY), LOSS OF DATA OR PROCUREMENT COSTS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Application of Limitations and Exclusions. Except as otherwise explicitly specified, the limitations in the foregoing Sections 10.1 and 10.2 will apply to all causes of action and regardless of the form of action including breach of contract, strict liability, tort including negligence and any other legal or equitable theory.

11.1 Authorization. Each party represents and warrants that it has full authorization to enter into this Agreement, that this Agreement is valid and binding against it, and that performing this Agreement will not violate any applicable law, regulation, or contract.

11.2 Subcontractors. KnowIdea may use subcontractors to perform its obligations under this Agreement, provided they remain under KnowIdea's direction and control.

11.3 Cumulative Remedies. Except where expressly stated as sole or exclusive, remedies under this Agreement are cumulative and do not limit any rights available at law, in equity or by statute.

11.4 Amendments. KnowIdea may propose modifications to this Agreement in connection with a proposed renewal or extension by providing Client with written notice at least 90 days prior to the end of the Subscription Term. Any renewal or extension, and any related modifications to this Agreement, will be effective only if expressly agreed in writing by the parties (for example, via a new Order Form), and the Agreement will otherwise expire at the end of the then-current Subscription Term.

11.5 Relationship. The parties to this Agreement are acting as independent contractors to each other, and nothing in this Agreement will accord any status to a party of being the employee, partner, joint venturer, franchisee or agent of the other, with respect to this Agreement.

11.6 Assignment. Neither party may assign any rights or obligations arising under this Agreement, whether by operation or law or otherwise, without the prior written consent of the other; except that KnowIdea may assign this Agreement without consent of Client in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or shares. This Agreement shall inure to the benefit of and shall be binding on the successors and permitted assignees of the parties.

11.7 Export Controls. Client will comply with all export laws, restrictions and regulations having application to it.

11.8 Force Majeure. Except with respect to a delay or failure to pay amount owing under this Agreement, neither party will be liable for any delay or failure to perform any provision of this Agreement if such delay or failure to perform is caused by any circumstances beyond a Party's reasonable control, including acts of God, labor strikes and other labor disturbances, pandemics, epidemics, power surges or failures, Internet connectivity, or the act or omission of any third party (each, a "Force Majeure Event"). Each Party will use reasonable efforts to implement industry standard procedures to minimize the disruption of such Force Majeure Events and shall use reasonable efforts to remove such causes of non-performance.

11.9 Paramountcy. In the event of a conflict between the terms in this Master Subscription Agreement, any Order Form, and any supplemental terms, the order of paramountcy, listed in descending (i.e., highest to lowest) order of priority, is as follows: (i) first, the Order Form, but only with respect to the Subscription Services provided under that Order Form and not with respect to other Order Forms made hereunder; (ii) second, the supplemental terms, but only with respect to the Subscription Services governed by such supplemental terms; and (iii) third, this Master Subscription Agreement. For the avoidance of doubt, a conflict shall only exist where compliance with two provisions is impossible or commercially impracticable.

11.10 Interpretation. In this Agreement: (a) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; and (b) all usage of the word "including" or the phrase "e.g.," shall mean "including, without limitation,".

11.11 Headings. The headings in this Agreement are solely for convenience and will not be used for purposes of interpreting the provisions hereof.

11.12 Notices. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing to the other party at the address set forth on the Order Form of this Agreement (each party may change its address from time to time upon written notice to the other party of the new address). Notices will be deemed to have been given upon receipt (or when delivery is refused) and may be (a) delivered personally, (b) sent via certified mail (return receipt requested) (c) sent via email to data@knowidea.dev (with confirmation of receipt), or (d) sent by recognized air courier service.

11.13 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes all written or oral prior agreements or understandings with respect thereto. There is no representation, warranty, collateral term or condition or collateral agreement affecting this Agreement, other than as expressed in writing in this Agreement.

11.14 Applicable Law. This Agreement will be construed, interpreted and governed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein excluding conflicts of law principles that would apply a different body of law.

11.15 No Waiver. No failure to exercise and no delay in exercising, on the part of either party, any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege under this Agreement preclude further exercise of the same right or the exercise of any other right under this Agreement, by statute, at law or in equity.

11.16 Severability. If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions will not be impaired thereby and, in such an event, such provisions will be interpreted so as to best accomplish the intent of the parties within the limits of applicable law; provided, however, that in the event such invalidity, illegality or unenforceability materially and adversely alters the rights of a party under this Agreement, the parties will promptly negotiate in good faith an acceptable replacement provision.

11.17 Counterparts. This Agreement may be executed in one or more counterparts (including by fax or other means of electronic communication producing a printed copy), each of which will be deemed an original, but all of which together will constitute the same instrument.

11.18 Survival. Sections 5, 6, 8, 9 and 10 and such other provisions as may reasonably be expected to remain in force will survive the expiry or termination of this Agreement and will remain in full force and effect following such expiry or termination.