1.1 Background

Indoc Systems Inc. (“Indoc”, “we”, “us”, “our”) entered into a Pilot SaaS Agreement (“SaaS Agreement”) either: (i) directly with your organization (“Organization”); or (ii) with an intermediary organization (“Intermediary”) that subsequently entered into an agreement with your Organization; to provide your Organization and its administrative and regular end users (collectively “you”, “your”) with access to an instance of Indoc’s software product, Pilot (“Pilot”).

1.2 Agreement to these Terms of Use

These Terms and Conditions of Use (“Terms of Use”) apply to your use of Pilot, and the features, functionality, and services related to Pilot and its use (collectively, the “Services”).

PLEASE READ THESE TERMS OF USE CAREFULLY. THESE TERMS OF USE CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND INDOC. THESE TERMS OF USE GOVERN YOUR ACCESS TO AND USE OF THE SERVICES. BY REGISTERING FOR AN ACCOUNT, USING PILOT OR OTHERWISE USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE (INCLUDING THE LINKED DOCUMENTS REFERRED TO IN THESE TERMS OF USE), AS REVISED FROM TIME TO TIME.

IF YOU DO NOT ACCEPT THESE TERMS OF USE, YOU MUST NOT ACCESS OR USE THE SERVICES. IF YOU ARE DISSATISFIED WITH THESE TERMS OF USE OR ANY OTHER TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESS TO AND USE OF PILOT AND ALL OTHER ASPECTS OF THE SERVICES.

YOU REPRESENT THAT YOU ARE AT LEAST THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION.

YOU, YOUR ORGANIZATION AND, IF APPLICABLE, YOUR ORGANIZATION’S INTERMEDIARY, ARE REFERRED TO IN THESE TERMS OF USE AS “YOUR PARTIES”.

These Terms of Use are effective on the earlier of the date (a) you click to accept these Terms of Use, or (b) you first register for an account, use, or access Pilot or otherwise use the Services.

You acknowledge the Indoc Systems Privacy Statement (the “Privacy Statement”) located at https://www.indocsystems.com/privacy-statement, as revised from time to time, and you consent and agree to our collection, use and disclosure of personal information as described in the Privacy Statement.

1.3 License to Use Pilot

Subject to your compliance with these Terms of Use, including the "Prohibited Activities/Restrictions" section below, we grant you a limited, non-exclusive, non-transferable, revocable, royalty-free personal license to access and use Pilot, and the content that we make available to you on your Organization’s instance of Pilot, including Our Content (as hereinafter defined).

1.4 Contacting us

You can contact us with any questions, comments, feedback, or concerns relating to Pilot at info@indocsystems.com.

1.5 Changes to the Terms of Use

The “last updated” legend above indicates when these Terms of Use were last amended. Indoc may unilaterally amend all or any part of these Terms of Use at any time by updating these Terms of Use on Pilot. We will provide you with notice of the changes by posting an amended version of these Terms of Use with an updated version date. We will include a link to the changes since the previous version beneath the version date. Your acceptance of the changed versions at login and/or continued use of the Services after such changes indicates your acceptance of the changed Terms of Use. You agree to review these Terms of Use regularly to determine your rights and responsibilities.

Your Organization directly, or indirectly, established a Pilot account (“Account”) for you to use the Services. Your Organization’s, or the Intermediary’s, Pilot administrator (“Administrator”) required you to provide certain information to establish your Account.

You represent and warrant that the information you provided to the Administrator was true, current, accurate, and complete. You agree to promptly notify your Administrator of any changes needed to keep such information true, current, accurate and complete.

You agree that: (i) email addresses, usernames/user identifiers (“UIDs”), passwords, and multi-factor authentication ("MFA”) are required to access Pilot; (ii) you are responsible for keeping your password, UIDs, MFA app, and your Account confidential and secure; (iii) we will not be responsible for weak passwords or for compromised Accounts; (iv) you are responsible for all use of your Account including all activities of any persons who gain access to your Account with or without your permission; (v) you, along with Your Parties are responsible for the privacy and protection of Your Parties’ data – you should safeguard  your passwords and use of MFA with this in mind; (vi) you will notify us immediately if you suspect any unauthorized use of your Account or any breach of security with respect to your Account or any of the services provided through it, and to help us, if requested, to stop or remedy any breach of security related to your Account; (vii) your Account is not transferrable; (viii) you may not share your Account or Account credentials with anybody; and (ix) you shall abide by all applicable local, provincial, national and foreign laws, treaties and regulations in connection with use of the Services, including those related to data privacy, international communications and the transmission of technical or personal information.

3.1 Your Data

Indoc will have no ownership in any: (i) data, results and other information generated or entered/uploaded into Pilot by Your Parties; (ii) data, results or metadata generated from Your Parties’ use of Pilot when processing, manipulating, or analysing the foregoing (collectively “Your Data”). Depending on your agreement with your Organization and/or your Organization’s agreement with an Intermediary (if applicable), one or some combination of Your Parties will own Your Data and all associated/underlying intellectual property rights therein.

You acknowledge and agree that Your Parties are solely responsible for all of Your Data you submit, provide or upload and the consequences for submitting, providing, or uploading it.

You agree and acknowledge that we are not Your Parties’ data controller or custodian. Your Parties are your own data controller(s)/custodian(s). As such, Your Parties are responsible for complying with all laws and regulations in all relevant jurisdictions when using Pilot including those pertaining to the use, collection, and dissemination of personal information (“PI”), also known as personally identifiable information (“PII”).

3.2 Your Apps

Depending on your use of Pilot, you may access software such as source code and applications that have been contributed by Your Parties (collectively “Your Apps”). We make no ownership claim to Your Apps and have no right, title, and interest in and to Your Apps. Your Parties retain full ownership of Your Apps and all underlying intellectual property rights, or other proprietary rights associated with Your Apps. Your Parties are responsible for executing and maintaining Your Apps. Despite the above, you may not upload source code or other software to Pilot not owned or properly licensed by Your Parties.

3.3 Your Content

To protect the integrity and security of our products and services, we may use automated systems to: (i) scan, block, limit or remove Your Data or Your Apps (collectively “Your Content"); (ii) to help detect malicious threats such as malware and viruses to protect the security of Pilot and its users; and (iii) to prevent the use of unlicensed software or content on Pilot.

Other than providing Pilot and its Services to you for your use, we will not maintain or process Your Content for you unless one of Your Parties engage our professional services under a separate written agreement to do so.

You agree that by providing any of Your Content in whatever form and through whatever means, you grant to Indoc a perpetual, worldwide, irrevocable, non-exclusive, sublicensable, royalty-free license to use, reproduce, process, display, publish, distribute, and make available all or any portion of Your Content in connection with providing the Services to you, Your Parties (to the extent applicable), and to incorporate Your Content in any form into the Services. This license includes the right to host, index, cache or otherwise format Your Content. In posting Your Content, you represent to Indoc that you have obtained at your own expense all necessary consents, rights and permissions required to grant to Indoc the license provided in this Section 3.3, and that its provision to Indoc and Indoc’s use of Your Content will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other rights of any third party. You agree to pay all royalties, fees and any other monies owing to any person by reason of Your Content being uploaded, displayed, or otherwise provided by you to Pilot. You will only include in Your Content the personal information of another individual if you have the express permission of that individual or if you are otherwise entitled to do so at law.

Indoc has the right, without notice to you to: (i) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (ii) at all times, take such actions with respect to any of Your Content we deem necessary or appropriate in our sole discretion; and (iii) take appropriate legal action, including, without limitation, referral to law enforcement or any other governmental authority with respect to Your Content or your use of any of the Services. Without limiting the foregoing, we will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through Pilot or the Services.

Notwithstanding the foregoing, we have no obligation, nor any responsibility to any party to monitor Pilot or the Services, and do not and cannot undertake to review material that you, Your Parties or other users of Pilot submit. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.

3.4 Your Feedback

You grant to Indoc and its affiliates a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) license to use and incorporate into Pilot, the Services and Our Content, and any other Indoc products and services any ideas, descriptions, suggestions, enhancement request, recommendation, correction or any other feedback in the form of message, text, images, graphics, photos, audio, video or any other form or medium provided by you.

4.1 Our IP

Pilot, its contents and functionality are the property of Indoc and its licensors.

We own or license all of the Services provided by Pilot including all of: (i) the underlying source code, object code, databases, functionality, software, content, materials, website designs, audio, video, text, photographs, and graphics (collectively, “Our Content”); (ii) the trademarks, service marks, logos or other proprietary marks contained therein (the “Marks”); (iii) any and all other intellectual property rights, including all patent, copyright, trade secret and other intellectual property rights; and (iv) all copies, modifications, enhancements or derivative works of all of the foregoing. Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in Canada and around the world. Any use of any of the Marks and Our Content, in whole or in part without prior written authorization of Indoc is strictly prohibited. Other trademarks, trade names, trade dress and associated products and services mentioned on Pilot, or through Our Content and the Services, may be the trademarks of their respective owners. The display of these trademarks, trade names, trade dress and associated products and services on Pilot or in Our Content does not convey or create any licence or other rights in these trademarks or trade names. Any unauthorized use of them is strictly prohibited.

Nothing herein conveys any right, title, or interest to you other than as expressly set forth in these Terms of Use. You acknowledge that you are only obtaining a limited right to access and use Our IP (as hereinafter defined).

4.2 Your Use of Our IP

Should you encounter technical difficulties, you agree to take the corrective actions reasonably directed by us to resolve such difficulties.

Except as set out in these Terms of Use, You will not, and will not permit any third party to use or access Pilot, the Services, Our Content, the Marks and Our Apps (as hereinafter defined) (collectively, “Our IP”) to: (i) alter, modify, reproduce, or create derivative works of Our IP, in whole or in part, or otherwise violate local or worldwide copyright laws in your use of Our IP; (ii) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Our IP; or (iii) use, alter, obscure or remove any copyright, trademark, or any other notices that are provided on or in connection with any of Our IP. We have not verified the accuracy of and will not be responsible for any errors or omissions in, any of Our Content provided by third parties through the Services.

If you wish to make any use of Our IP in any manner other than as expressly permitted by these Terms of Use, please address your request to: info@indocsystems.com. If we grant such a request, you agree to identify us as the owner or licensor of Our IP and you must ensure that all proprietary notices, including any copyright and trademark notices, appearing on/in Our IP are reproduced without change.

4.3 Open Source

Pilot and Our Apps (as hereinafter defined) may contain or be provided together with free or open-source software. Each item of free or open-source software is subject to its own applicable license terms, which can be found in the applicable documentation or the applicable help, notices, about or source files as required by the terms of the applicable open-source license. Copyrights to the free and open-source software are held by the respective copyright holders indicated therein.

You may use Pilot only for lawful uses/purposes in accordance with these Terms of Use. Such permitted uses/purposes include various activities related to processing Your Content, including collecting, using, disclosing, uploading, storing, deleting, downloading, creating, modifying, copying, sharing, transmitting, and analysing Your Content (“Processing”). Despite the forgoing you are prohibited from Processing Your Content in any manner that: (i) infringes third-party rights; (ii) results from inappropriate or lack of consent; (iii) does not comply with laws and regulations in all applicable jurisdictions.

Any use of Pilot in violation of the foregoing may result in, among other things, termination, or suspension of your rights to use Pilot.

You may not access or use Pilot for any purpose other than that for which we make it available. Pilot may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.

You agree not to, and will not permit any third party (including Your Parties) to:

• use Our IP for any purpose except as expressly permitted under these Terms of Use or by us in writing, or for any other illegal or unauthorized purpose;

• use Our IP on behalf of, or provide access to Pilot to any person, site or organization not authorized by Your Parties;

• use Our IP in any way that violates any laws or regulations in any applicable jurisdiction;

• retrieve data or other content that is not Your Content from Our IP to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

• make any unauthorized use of Pilot or the Services, including collecting usernames and/or email addresses of users by electronic or other means including for the purpose of sending unsolicited email.

• attempt to gain unauthorized access to Pilot or the Services or their related systems or networks.

• probe, scan, or test the vulnerability of the Services or any network connected to them or circumvent, disable, or otherwise interfere with or breach the security-related features of Pilot or the Services, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services and/or the content contained therein.

• engage in unauthorized framing, mirroring of or linking to the Services.

• trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive Account information such as personally identifying information and user passwords.

• make improper use of our support services or submit false reports of abuse or misconduct.

• engage in any inappropriate automated use of the system, such as using scripts to send comments or messages, or using any inappropriate data mining, robots, or similar data gathering and extraction tools.

• interfere with, disrupt, or create an undue burden or disproportionately large load on the infrastructure of Pilot, the Services or the networks or services connected thereto.

• attempt to impersonate another user or person or use the login credentials of another user.

• use any information obtained from Our IP in order to harass, abuse, or harm another person.

• use Pilot or the Services as part of any effort to compete with us or otherwise use Our IP Content for any revenue-generating endeavor or commercial enterprise.

• except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of Our IP and its related downloadable software or apps.

• attempt to bypass any measures of Pilot or the Services designed to prevent or restrict access to Pilot, or any portion of the Services.

• harass, annoy, intimidate, or threaten any of our employees, contractors or agents engaged in providing any portion of the Services to you.

• Remove, alter, obscure, or delete our Marks or any proprietary notices from Our IP.

• copy or adapt Pilot’s software, including but not limited to PHP, HTML, JavaScript, or other code.

• upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other malicious code, content or material that interferes with any party’s (or other users) uninterrupted use of Pilot or the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of Pilot or the Services.

• upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).

• use Pilot or the Services to publish or transmit any content of links that incite violence, depict a violent act, depict child pornography, or threaten anyone’s health and safety, or to store or transmit infringing, libelous, obscene, defamatory or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights, including intellectual property rights and privacy rights.

• except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, unauthorized utility, scraper, or offline reader that accesses Pilot, or use or launch any unauthorized script or other software when accessing Pilot.

• disparage, tarnish, or otherwise harm, in our opinion, our reputation, our licensors reputation, or Our IP.

• use Pilot in a manner inconsistent with any applicable laws or regulations.

If you are an Administrator, in addition to the above restrictions,

• you agree not to create/establish any account other than accounts specifically authorized by your Organization or, if applicable, the Intermediary.

• you agree to (i) administer users accounts as directed by your Organization and/or an Intermediary, if applicable, in accordance with the provisions of these Terms of Use; (ii) delete or cut off access to any user account when the user is in breach of these Terms of Use or as otherwise directed from time to time by Indoc, your Organization or the Intermediary.

Our Services may contain downloadable material. While we make commercially reasonable efforts to scan content before accepting it into Pilot, we cannot guarantee that downloadable material is free of viruses, spyware, or malware. You are advised to have antivirus and anti-spam software on your computer to protect Your Content, your system, information, and your network.

We may provide downloadable or mobile software or other apps for use in connection with Pilot (“Our Apps”). If such software/apps are accompanied by an end user license agreement (“EULA”), the terms of the EULA will govern your use of the software/app. If such software is not accompanied by a EULA, then we grant to you a non-exclusive, revocable, personal, and non-transferable license to use Our Apps solely in connection with your use of Pilot and the Services in accordance with these Terms of Use and only during the term of these Terms of Use. You may not reproduce or redistribute Our Apps, in whole or in part, except in accordance with the EULA or these Terms of Use.

We reserve the right, but not the obligation, to, in our sole discretion and without limitation, notice, or liability: (i) monitor your use of Pilot or the Services for violations of these Terms of Use; (ii) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (iii) refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of Your Content or any portion thereof; (iv) remove from Pilot or otherwise disable all files and content that are excessive in size or are in any way burdensome to Pilot or contrary to these Terms of Use; and (v) otherwise manage Pilot in a manner designed to protect our, Your Parties’ and other users’ rights and property and to facilitate Pilot’s proper functioning.

We use audit logging to detect unauthorized activities and provide accountability for our personnel. Audit logs can capture information about system change and events and can identify when the activity took place and who was responsible for performing the activity. Potential incidents are escalated to our security event management team for investigation. Audit logs are restricted to authorized personnel and are securely stored in compliance with our security policies.

You acknowledge and agree that Indoc and its related parties reserve the right to use Pilot-generated usage and metadata related to your use of Pilot (e.g., Pilot performance and diagnostic metadata) (“Usage Data”) to maintain or improve Pilot, for our own marketing, promotional and product development and optimization purposes, for other projects and applications and to manage Pilot’s performance and integrity. Usage Data may be used to develop or train machine learning and artificial intelligence models, algorithms, and weightings, and more specifically may be stored in a database and used by us to identify, customize and personalize user access and user experience within Pilot. Such information may be shared in de-identified form with our affiliates, suppliers, licensors, partners, and clients in furtherance of the foregoing purposes. For greater certainty, such information shall not identify you or Your Parties in any way whatsoever.

Although we perform regular routine backups of data, you are solely responsible for backing up Your Content (including Your Data) that you transmit to, that is generated from your use of, or that relates to any activity you have undertaken using Pilot or the Services. You agree that we will have no liability to Your Parties for any loss or corruption of any of Your Content, and you hereby waive any right of action against us arising from any such loss or corruption of Your Content.

These Terms of Use are governed by and to be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. You agree to submit to the non-exclusive jurisdiction of: (i) the courts of the Province of Ontario; and (ii) the federal courts of Canada; located in Toronto, without regard to any conflicts of laws rules that might apply to the laws of any other jurisdiction.

Pilot may contain links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through Pilot or any Third-Party Content posted on, available through, or installed from Pilot, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content.

Inclusion of, linking to, or permitting the use of, access to, or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to access the Third-Party Websites linked to from Pilot or to use, access or install any Third-Party Content, you do so at your own risk. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate to from Pilot or relating to any applications you use or install from Third-Party Websites. We do not guarantee the continued availability of Third-Party Content, and we may disable Third-Party Content at our sole discretion. You agree and acknowledge that we do not endorse the products, Third-Party Content or services offered on Third-Party Websites and you acknowledge and agree that we expressly disclaim responsibility and will have no liability for any damages or losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or Third-Party Websites.

Your Account may be terminated immediately:

• on the direction of your Organization or the Intermediary, if applicable;

• on the termination or expiration of the SaaS Agreement;

• on the termination or expiration of the agreement between your Organization and your Intermediary (if applicable); and

• on your breach of these Terms of Use.

In addition to terminating or suspending your Account following your breach of these Terms of Use, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Your rights and ability to access or egress Your Content after such termination/expiration will be as provided under the SaaS Agreement.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, TO DENY ACCESS TO AND USE OF PILOT OR ANY OF ITS SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR ANY ACTUAL, SUSPECTED OR ALLEGED BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR RIGHT TO USE PILOT AND ITS SERVICES OR DELETE YOUR ACCOUNT AND ANY OF YOUR CONTENT AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

You acknowledge that any breach, threatened or actual, of these Terms of Use will cause irreparable harm to Indoc, such harm would not be quantifiable in monetary damages, and Indoc would not have an adequate remedy at law. You agree that Indoc shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction anywhere in the world restraining any breach, threatened or actual, of your obligations under any provision of these Terms of Use, and without the necessity of showing or proving any actual or threatened damage or harm, notwithstanding any rule of law or equity to the contrary. You hereby waive any requirement that Indoc post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Indoc to enforce any provision of these Terms of Use.

We reserve the right to change, modify, or remove the scope, contents, look, feel, features and functionality of Pilot its Services and Our Apps at any time or for any reason at our sole discretion without notice. We may remove or deprecate features and functionality. We may modify APIs without notice. We will not be obligated to provide support for older versions of Pilot or Our Apps or training on how to use newer versions of Pilot or Our Apps. We have no obligation to update Pilot, its Services or Our Apps. We will not be liable to you or any third party for any modification, suspension, or discontinuance of Pilot, the Services or Our Apps.

We cannot guarantee that Our IP will be available at all times. Our IP and its availability depend on the Internet including networks, cabling, facilities, and equipment that are not under our control. Accordingly: (i) any representation made by us regarding access performance, speeds, reliability, availability, use or consistency of Our IP is on a “commercially reasonable efforts” basis, (ii) we cannot guarantee any minimum level regarding such performance, speed, reliability, availability, use or consistency, and (iii) data, messages, information, or materials sent over the Internet may not be completely private, and your anonymity is not guaranteed.

We may experience hardware, software, or other problems or need to perform maintenance related to Our IP, resulting in interruptions, delays, errors, or events of force majeure. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify Our IP at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use of Our IP during any downtime or discontinuance. Nothing in these Terms of Use will be construed to obligate us to maintain and support Our IP or to supply any corrections, updates, or releases in connection therewith.

There may be information on Pilot that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on Our IP at any time, without prior notice and you may not rely on any such information.

OUR IP, IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF OUR IP WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH OUR IP AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF OUR IP OR FUNCTIONALITY OF ANY WEBSITES, SOFTWARE OR MOBILE APPLICATIONS LINKED TO, OR MADE AVAILABLE THROUGH, PILOT, THE SERVICES OR OUR APPS AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (1) ERRORS, MISTAKES, OR INACCURACIES OF OUR IP; (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR IP; (3) LOSS OF, UNAUTHORIZED ACCESS TO, OR USE OF YOUR CONTENT OR YOUR USE OF OUR IP AND/OR ANY AND ALL PERSONAL OR OTHER INFORMATION STORED THEREIN; (4) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR IP; (5) BUGS, VIRUSES, DEFECTS, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR IP BY ANY THIRD PARTY, AND/OR; (6) ERRORS OR OMISSIONS IN ANY OF OUR IP OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (INCLUDING THIRD PARTY CONTENT AND THIRD PARTY LINKS) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE TO, FROM OR VIA OUR IP. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY HYPERLINKED THIRD-PARTY WEBSITE OR THIRD PARTY CONTENT. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH OUR IP IS TO STOP USING THEM.

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, affiliates, employees and contractors, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (i) Your Content; (ii) your use of Pilot, Our Apps or the Services; (iii) your breach of these Terms of Use; (iv) your breach of your representations and warranties set forth in these Terms of Use; (v) your violation/infringement of the rights of a third party, including but not limited to intellectual property rights; or (vi) any overt harmful act toward any other user of Pilot, Our Apps or the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, LOSS OF SAVINGS, LOSS OF GOODWILL OR REPUTATION, LOSS OF YOUR CONTENT OR OTHER DAMAGES ARISING FROM YOUR USE OF OUR IP, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY OR OTHERWISE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY OR OTHERWISE, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR CDN $100,000.

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Any proceedings to resolve or litigate any dispute, controversy or claim arising under, out of, in connection with, or related to (i) Our IP, or (ii) these Terms of Use, or their subject matter, negotiation, performance, renewal, termination, interpretation, or formation, will be conducted solely on an individual basis. Neither you nor Indoc will seek to have any such dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. If this class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then this section will not apply to those parts.

Creating an Account, adding/uploading Your Content to Pilot or sending us emails and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and through Pilot (its software and apps), satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US, INCLUDING VIA PILOT, ITS ASSOCIATED SOFTWARE AND APPS. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.

These Terms of Use are expressly made subject to any laws, regulations, orders, or other restrictions on export from the United States of America (U.S.) or Canada of Our IP, or any information about any of them, which may be imposed from time to time by the governments of the U.S. or Canada. You shall not export Our IP, or any information about any of them without the prior written consent of Indoc and compliance with such laws, regulations, orders, and other restrictions. You represent and warrant that (i) you are not located in a country that is subject to a U.S. or Canadian government embargo, or that has been designated by the U.S. or Canadian government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. or Canadian government list of prohibited or restricted parties.

In the event of a conflict between any of these Terms of Use and the SaaS Agreement, the provisions contained in the SaaS Agreement will govern to the extent of the conflict. In the event of a conflict between a EULA and the SaaS Agreement, the provisions contained in the SaaS Agreement will govern to the extent of the conflict. In the event of a conflict between any of these Terms of Use and a EULA, the provisions contained in these Terms of Use will govern to the extent of the conflict.

If any provision of these Terms of Use is unlawful, void, or unenforceable, then that provision shall be deemed severed from the remaining provisions and shall not affect the validity and enforceability of the remaining provisions. All rights and remedies of Indoc granted or recognized in these Terms of Use are cumulative, are in addition to and not in substitution for any rights or remedies at law and may be exercised at any time and from time to time independently or in any combination. In these Terms of Use (i) references to currency are to the lawful money of Canada, (ii) “person” includes individuals, corporations, partnerships, joint ventures, associations, trusts, unincorporated organizations, societies and all other organizations and entities recognized by law, and (iii) “including” (and similar variations) means including without limitation. These Terms of Use, together with the SaaS Agreement, any EULAs and any additional service terms presented on Pilot (“Additional Service Terms”) represent the entire agreement between you and Indoc with respect to use of Pilot, the Services, Our Content and Our Apps, and they supersede all prior or contemporaneous terms, agreements, communications and proposals, whether electronic, oral, or written between you and Indoc with respect to any of the foregoing. Failure by Indoc to insist on strict performance of any of the terms or conditions of these Terms of Use or any Additional Service Terms will not operate as a waiver by Indoc of that or any subsequent default or failure of performance. Indoc’s affiliates, directors, officers, employees, partners, suppliers, and agents are third party beneficiaries of the sections titled “Disclaimer”, “Limitation of Liability”, and “Indemnity”. There are no other third-party beneficiaries of these Terms of Use. You may not assign these Terms of Use without the prior written consent of Indoc. Indoc may assign these Terms of Use without restriction. These Terms of Use will enure to the benefit of and will be binding on you and Indoc and your and its respective successors and permitted assigns.

Changes from Version 1 (March 1, 2024)

• We provided more detail to Section 1.2 Agreements to these Terms of Use to make it clearer what you are agreeing to when you accept the Terms of Use.

• We added Section 25 Changes from Previous Versions so you can see what changed from earlier versions of the Terms of Use.

• We included more detail throughout the Terms of Use about the use of Pilot such as the types of security controls we use to keep your account safe, your and our responsibilities for using and protecting your content, and your use restrictions on Pilot.

• We added Section 4.3 Open Source to inform you of your responsibility for abiding by applicable open-source licenses that may be associated with your use of Pilot.

• We expanded the content in Section 10 Usage Data & Metadata to describe other ways in which we may use Pilot usage data to enhance our product and user experience.

• We updated Section 14 Termination, Section 17 Disclaimer, and Section 18 Indemnification with added provisions to clarify your and our responsibilities.

• We added Section 20 Class Action Waiver, Section 22 Export Controls, and Section 24 General.