Terms of Service

Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (an individual or the entity you represent, "Client" or "you") and AuxDynamics Inc. ("AuxDynamics," "we," "us," or "our"), a corporation incorporated under the federal laws of Canada (Canada Business Corporations Act) with its principal place of business in Calgary, Alberta.

By accessing or using our website at auxdynamics.com ("Site"), submitting an inquiry, booking a discovery call, executing a Statement of Work, or otherwise engaging with AuxDynamics professional services, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not have such authority, or if you do not agree with any part of these Terms, you must not access or use our services.

We reserve the right to update these Terms at any time. The most current version will always be posted at auxdynamics.com/terms.html with an updated effective date. Continued use of our services after changes are posted constitutes acceptance of the revised Terms.

Definitions

Throughout these Terms, the following defined terms apply:

Website Use

Subject to these Terms, AuxDynamics grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Site for your own lawful business purposes. This licence does not include the right to:

• Scrape, crawl, or systematically extract data from the Site using automated tools without our express written consent
• Reproduce, duplicate, copy, sell, or resell any portion of the Site or its content for commercial purposes
• Use the Site in any manner that could damage, disable, overburden, or impair our servers or networks
• Attempt to gain unauthorized access to any portion of the Site or any systems connected to it
• Use the Site to transmit malicious code, spam, or any content that is unlawful, harmful, defamatory, or abusive
• Frame or mirror any content on the Site without our prior written authorization
• Remove or alter any proprietary notices, logos, or branding from the Site

We reserve the right to terminate or restrict access to the Site at our sole discretion, without notice, for any conduct that we determine violates these Terms or is harmful to our interests or the interests of other users.

All content on the Site — including text, graphics, logos, icons, images, audio clips, and software — is the property of AuxDynamics or its content suppliers and is protected by Canadian and international intellectual property laws. Unauthorized use of Site content is strictly prohibited.

Prohibited uses and excluded engagements. AuxDynamics does not accept engagements, and reserves the right to decline or terminate any engagement, that involves any of the following:

• Any unlawful, fraudulent, or illegal activity, or any activity intended to facilitate the violation of applicable laws in any jurisdiction in which AuxDynamics or the Client operates
• Adult content, pornography, or sexually explicit material, including hosting, distribution, or platform development for such content
• Online gambling, casino, sports-book, or chance-based gaming operations of any kind
• The development, targeting, or operation of weapons systems, weapons-of-war platforms, or military targeting and engagement systems
• Any service or system whose primary purpose is to enable the surveillance, harassment, or unlawful tracking of individuals

If AuxDynamics determines, at any time and at its sole discretion, that an engagement falls within an excluded category above, it may terminate the engagement immediately on written notice without further obligation, and the Client remains liable for fees properly incurred up to the date of termination.

Professional Services

AuxDynamics provides professional technology services including, but not limited to: AI strategy and implementation, cloud architecture and migration, cybersecurity and compliance programs, software and product development, data engineering and analytics, and DevOps and infrastructure automation.

All professional services engagements are governed by:

1. These Terms of Service, which form the master agreement
2. A signed Statement of Work ("SOW") that specifies scope, deliverables, timeline, and fees for each engagement
3. Any applicable Non-Disclosure Agreement ("NDA") executed separately between the parties

In the event of a conflict between these Terms and a signed Statement of Work, the Statement of Work will govern with respect to the specific engagement it covers, and these Terms will govern for all other matters.

Discovery calls, consultations, and preliminary discussions do not constitute a commitment to provide services and are not binding on either party. Services commence only upon execution of a signed Statement of Work and receipt of any required deposit payment as specified therein.

Statements of Work

Each Statement of Work will specify, at minimum:

• Project scope, objectives, and key assumptions
• Specific deliverables and acceptance criteria
• Estimated timeline and milestone schedule
• Fees, payment schedule, and billing terms
• Client responsibilities and required inputs
• Team composition and named AuxDynamics personnel where applicable

Scope changes: Any changes to the agreed scope, timeline, or deliverables must be documented in a written Change Order signed by both parties before work commences on the changed scope. Work performed outside the agreed scope without a signed Change Order is performed at AuxDynamics' discretion and may be invoiced at our standard rates.

Estimates: Where a Statement of Work includes time or effort estimates rather than fixed-price commitments, those estimates are provided in good faith based on information available at the time of scoping. AuxDynamics will notify the Client promptly if actual effort is projected to materially exceed estimates, and will not exceed estimates by more than 15% without prior written Client approval.

Client Obligations

The quality and timeliness of our work depends on your cooperation. By engaging our services, you agree to:

• Appoint a qualified technical or business contact who has authority to provide approvals and decisions required to progress the engagement
• Provide all required Client Materials, access credentials, and information in a timely manner as specified in the SOW
• Ensure that all Client Materials provided to AuxDynamics are accurate, complete, and that you have the right to share them
• Not provide AuxDynamics with access to systems or data you are not authorized to share
• Review and respond to deliverables, questions, and approval requests within the timelines specified in the SOW
• Ensure your internal technical environments (staging, development, cloud accounts) are in a functional state sufficient to support the engagement
• Notify AuxDynamics promptly of any changes in your organization, technical environment, or project requirements that may affect the engagement
• Pay all invoices in accordance with the payment terms set out in the applicable SOW

AuxDynamics is not responsible for delays, defects, or failures in deliverables that result directly from Client's failure to fulfill its obligations under this section. In such cases, timeline adjustments will be made and, where applicable, additional fees may be charged via Change Order.

Fees & Payment

All fees are set out in the applicable Statement of Work. Unless otherwise specified in the SOW, the following standard payment terms apply:

Work suspension: AuxDynamics reserves the right to suspend work on an engagement if invoices remain unpaid beyond 21 days of the due date, following written notice to the Client. Work suspension does not affect the Client's obligation to pay outstanding invoices. AuxDynamics is not liable for any project delays resulting from a work suspension due to non-payment.

Expense reimbursement: Out-of-pocket expenses reasonably incurred in connection with an engagement (travel, software licenses, third-party API costs, etc.) will be reimbursed by the Client at cost, where pre-approved in the SOW or in writing. Expenses exceeding $500 CAD require prior written Client approval.

Disputed invoices: If you believe an invoice contains an error, you must notify us in writing within 7 days of the invoice date, specifying the disputed amount and reason. Undisputed portions of invoices remain due on the standard payment schedule.

Intellectual Property

Client ownership of deliverables: Upon full payment of all fees due under a Statement of Work, AuxDynamics assigns to the Client all right, title, and interest in and to the custom Deliverables created specifically for that engagement, including all intellectual property rights therein, except as set out below.

Background IP retained by AuxDynamics: AuxDynamics retains all ownership of Background IP — including pre-existing tools, frameworks, libraries, methodologies, know-how, and reusable components developed independently of the Client engagement. Where Deliverables incorporate Background IP, AuxDynamics grants the Client a perpetual, non-exclusive, royalty-free licence to use that Background IP solely as embedded in the Deliverables for the Client's internal business purposes.

Open source components: Deliverables may incorporate open-source software components. Such components are governed by their respective open-source licences, which will be disclosed in project documentation. The Client is responsible for compliance with applicable open-source licence terms.

Client Materials: The Client retains all ownership of Client Materials. By providing Client Materials to AuxDynamics, the Client grants us a limited, non-exclusive licence to use those materials solely for the purpose of delivering the contracted Services. We will not use Client Materials for any other purpose.

Portfolio and case studies: Unless the Client requests otherwise in writing, AuxDynamics reserves the right to reference the Client's name, logo, and a high-level description of the engagement type in our portfolio, marketing materials, and case studies. We will never disclose confidential technical details, proprietary data, or commercially sensitive information in such references without express written consent.

Confidentiality

Each party ("Disclosing Party") may disclose Confidential Information to the other party ("Receiving Party") in connection with these Terms or a Statement of Work. The Receiving Party agrees to:

• Hold all Confidential Information of the Disclosing Party in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care
• Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than these Terms
• Use Confidential Information of the Disclosing Party solely for the purposes of performing obligations or exercising rights under these Terms
• Promptly notify the Disclosing Party upon becoming aware of any unauthorized disclosure or use of Confidential Information

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt prior written notice to the Disclosing Party where legally permissible.

Confidentiality obligations under this section survive the termination or expiration of these Terms for a period of three (3) years. For trade secrets, obligations survive indefinitely.

Where parties have executed a separate Non-Disclosure Agreement, the terms of that NDA govern and supplement this section. In the event of conflict, the more protective provisions apply.

Representations & Warranties

AuxDynamics warrants that:

• It has the legal right and authority to enter into and perform obligations under these Terms and any applicable SOW
• Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards for comparable professional services
• To AuxDynamics' knowledge, Deliverables created under an SOW will not infringe the intellectual property rights of any third party
• Personnel assigned to Client engagements possess the skills and qualifications reasonably required to perform the contracted Services

The Client warrants that:

• It has the legal right and authority to enter into and perform obligations under these Terms and any applicable SOW
• All Client Materials provided to AuxDynamics are accurate, complete, and provided with the right to use them for the contracted Services
• Use of any Client Materials or systems by AuxDynamics in connection with the Services does not infringe the rights of any third party
• It will use Deliverables in compliance with all applicable laws and regulations

Limitation of Liability

Exclusion of consequential damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AUXDYNAMICS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, INCLUDING LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF AUXDYNAMICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Aggregate liability cap: AUXDYNAMICS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY STATEMENT OF WORK, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO AUXDYNAMICS UNDER THE APPLICABLE STATEMENT OF WORK DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

Exceptions: The above limitations do not apply to: (a) liability for death or personal injury caused by AuxDynamics' gross negligence; (b) liability for fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable Alberta or Canadian law.

The parties acknowledge that the fees payable under these Terms reflect the allocation of risk set out in this section, and that AuxDynamics would not have entered into these Terms without these limitations.

Indemnification

Client indemnification of AuxDynamics: The Client agrees to indemnify, defend, and hold harmless AuxDynamics and its officers, directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• The Client's breach of any representation, warranty, or obligation under these Terms or an applicable SOW
• The Client's use of Deliverables in a manner that violates applicable law or these Terms
• Any claim that Client Materials infringe the intellectual property rights or other rights of a third party
• The Client's gross negligence or wilful misconduct in connection with the engagement

AuxDynamics indemnification of Client: AuxDynamics agrees to indemnify, defend, and hold harmless the Client from and against any third-party claims alleging that the custom Deliverables produced by AuxDynamics under an SOW (excluding Client Materials and third-party components) infringe the intellectual property rights of a third party, provided that the Client: (a) promptly notifies AuxDynamics in writing of the claim; (b) grants AuxDynamics sole control of the defense; and (c) cooperates fully with AuxDynamics in the defense of the claim.

Termination

Termination for cause: Either party may terminate a Statement of Work immediately by written notice if the other party: (a) materially breaches these Terms or the SOW and fails to cure the breach within 14 days of written notice specifying the breach; (b) becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed; or (c) ceases to carry on business.

Termination for convenience: Either party may terminate a Statement of Work for convenience by providing 30 days written notice. Upon termination for convenience by the Client, the Client will pay AuxDynamics for: (a) all work completed and accepted to the termination date; (b) all reasonable costs and non-cancellable commitments incurred in connection with the SOW prior to notice; and (c) a termination fee equal to 20% of the remaining SOW value, representing reasonable lost opportunity cost.

Upon termination:

• AuxDynamics will deliver all completed and in-progress Deliverables to the Client in a usable format within 10 business days
• Each party will return or certifiably destroy the other party's Confidential Information, except as required for legal compliance
• All outstanding invoices for work performed become immediately due and payable
• Sections 7, 8, 9, 10, 11, 12, 14, and 15 survive termination

Website access termination: AuxDynamics may terminate or suspend your access to the Site at any time, without notice, for any reason including violation of these Terms.

Disputes & Governing Law

Governing law: These Terms and any disputes arising out of or related to them or the Services are governed exclusively by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law provisions.

Dispute resolution process: Before initiating formal legal proceedings, both parties agree to make a genuine good-faith effort to resolve any dispute through the following escalation process:

1. Direct negotiation — The parties' designated contacts will attempt to resolve the dispute within 14 calendar days of written notice of the dispute
2. Senior escalation — If unresolved, the dispute is escalated to the parties' respective senior representatives for a further 14-day resolution period
3. Mediation — If still unresolved, the parties will attempt non-binding mediation through a mutually agreed mediator in Calgary, Alberta, at shared cost, within 30 days
4. Litigation — If mediation fails or is not completed within 45 days of initiation, either party may pursue legal proceedings in the courts of Alberta

Jurisdiction: Each party irrevocably submits to the exclusive jurisdiction of the courts of the Province of Alberta, sitting in Calgary, for resolution of any disputes that proceed to litigation under these Terms.

Injunctive relief: Nothing in this section prevents either party from seeking immediate injunctive or other equitable relief from a court of competent jurisdiction where necessary to protect its intellectual property rights or Confidential Information.

General Provisions

Entire agreement: These Terms, together with any applicable Statement of Work and Non-Disclosure Agreement, constitute the entire agreement between the parties with respect to its subject matter and supersede all prior agreements, representations, and understandings, whether written or oral.

Severability: If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

Waiver: Failure by either party to enforce any provision of these Terms will not constitute a waiver of that party's right to enforce the provision in the future. No waiver of any breach will be deemed a waiver of any subsequent breach.

Assignment: The Client may not assign or transfer any rights or obligations under these Terms or a Statement of Work without AuxDynamics' prior written consent. AuxDynamics may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations herein.

Subcontracting: AuxDynamics may subcontract portions of the Services to qualified third-party professionals, subject to confidentiality obligations equivalent to those in Section 9. AuxDynamics remains responsible for the quality of work performed by any subcontractors.

Independent contractors: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment relationship, agency, or franchise between the parties. Neither party has authority to bind the other or incur obligations on the other's behalf.

Force majeure: Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, acts of government, labour disputes, cyberattacks on third-party infrastructure, or communications network failures. The affected party must promptly notify the other and make reasonable efforts to mitigate the impact.

Notices: All legal notices under these Terms must be in writing and delivered by email with confirmed receipt or by registered mail to the addresses on file between the parties. Notices to AuxDynamics should be addressed to [email protected].

Language: These Terms are written in English. The English version governs in all cases. Any translations provided are for convenience only.

Contact

If you have questions about these Terms, need to send a legal notice, or wish to discuss a specific engagement, please contact us through the appropriate channel below: