AWARDLY INC. – TERMS OF SERVICE

These Terms of Service ("Terms") govern access to and use of the Awardly platform and related services (collectively, the "Services") provided by Awardly Inc., a company with offices at 600-1741 Lower Water Street, Halifax, NS B3J 0J2 ("Awardly", "we", "us", or "our").

By creating an account, accessing, or using the Services (including through a free trial or paid subscription), you agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "Customer" or "you" refers to that entity.

If you do not agree to these Terms, do not access or use the Services.

NOTE: If you have a separate written SaaS agreement signed with Awardly, that agreement will govern to the extent of any conflict with these Terms.

1. Definitions

For purposes of these Terms:

• "AI" means machine learning, deep learning, and other artificial intelligence technologies, including models (such as large language models) and related software and tools.
• "Aggregated Statistics" means data and information related to your use of the Services that is aggregated and anonymized, and used by Awardly for analytics, improvement, and other lawful purposes, without identifying you.
• "Authorized Users" means individuals you permit to access the Services under your account (e.g., employees, contractors, or other representatives), up to the number of seats included in your plan.
• "Customer Data" means data, content, documents, and other information submitted, uploaded, or transmitted in connection with your use of the Services, excluding Aggregated Statistics.
• "Documentation" means user guides, FAQs, and other materials we make available at awardly.ca/support or within the Services.
• "Law" means any applicable law, regulation, order, or governmental requirement.
• "Provider IP" means the Services, Documentation, underlying software, systems, Aggregated Statistics, and all related intellectual property owned by Awardly.
• "Third-Party Products" means third-party services, software, or data integrated with or used by the Services as described on awardly.ca from time to time.

2. Services and Access

2.1 Provision of Access

Subject to your payment of all applicable fees and compliance with these Terms, Awardly grants you a non-exclusive, non-transferable right to access and use the Services for your internal business purposes during your subscription term.

Access is provided via online account credentials. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account.

2.2 Plans and Features

The Services may include one or more subscription offerings, which may include (by way of example):

• Funding: aggregated Canadian grant/funding opportunities, notifications, AI eligibility analysis, deadline tracking, AI requirement extraction, Awardly Co-Pilot, historical data, AI application generation, collaboration tools.
• Tender: aggregated tenders/solicitations, real-time relevant tender notifications, AI opportunity matching, AI compliance matrices, document storage, Awardly Co-Pilot, deadline tracking, eligibility scoring, collaboration, AI-powered proposal generation.
• Unified Opportunity Suite: combined access to both Funding and Tender functionality.

The specific features available to you depend on your plan as described on our pricing page, in your order flow, or inside your account settings. We may modify features from time to time, provided that such changes do not materially degrade the core functionality of the Services you subscribed to.

2.3 Use Restrictions

You and your Authorized Users must not:

• Copy, modify, or create derivative works of the Services or Documentation.
• Sell, rent, lease, sublicense, transfer, or otherwise make the Services or Documentation available to any third party (except as expressly permitted by these Terms).
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services.
• Remove or alter proprietary notices or branding.
• Use the Services in violation of any Law or third-party rights (including intellectual property or privacy rights).

2.4 Reservation of Rights

Awardly reserves all rights not expressly granted in these Terms. You obtain no rights to the Provider IP except as explicitly granted here.

2.5 Suspension

We may temporarily suspend or restrict access to the Services if:

• We detect a security threat or attack on our systems,
• Your use disrupts or risks the security or operation of the Services or other customers,
• You (or your Authorized Users) use the Services for fraudulent or illegal purposes,
• You fail to pay fees when due, or
• We lose access to necessary Third-Party Products.

We will use commercially reasonable efforts to notify you of a suspension and restore access once the issue is resolved. We are not liable for any consequences of a Service suspension.

3. Customer Responsibilities

You are responsible for all use of the Services under your account, including by Authorized Users.

You must ensure Authorized Users comply with these Terms. Any act or omission by an Authorized User that would breach these Terms if done by you is deemed a breach by you.

4. Third-Party Products

The Services rely on Third-Party Products (e.g., infrastructure providers, data sources, AI model providers). You acknowledge that:

• Third-Party Products are owned and operated by third parties and may be subject to separate terms;
• We do not control or guarantee the accuracy, completeness, or availability of Third-Party Products;
• Certain features of the Services may be modified, suspended, or discontinued if Third-Party Products become unavailable, are terminated, or become commercially unreasonable to maintain; and
• Your use of Third-Party Products through the Services does not grant you independent rights to such products outside the Services.

We are not liable for errors, interruptions, or deficiencies in Third-Party Products.

5. Fees and Payment

5.1 Fees

Fees for the Services are described on our pricing page, in the online order flow, or in a separate order form. By subscribing, you agree to pay all fees associated with your selected plan, plus applicable taxes.

5.2 Billing and Renewals

Subscriptions are billed monthly or annually in advance, depending on the billing period you select during checkout.

Your subscription automatically renews for successive billing periods unless you cancel before the end of the current period.

You authorize us (or our payment processor, such as Stripe) to charge your payment method for each renewal period.

5.3 Late Payments

If any charge is declined or remains unpaid:

• We may charge interest on overdue amounts at 1.5% per month (or the maximum allowed by Law), and
• We may suspend or terminate your access if a payment remains unpaid for more than 60 days.

You are responsible for all reasonable costs we incur in collecting overdue amounts, including legal fees and collection costs.

5.4 Taxes

Fees are exclusive of taxes. You are responsible for all applicable HST, GST, PST, VAT, and other similar taxes, except taxes based on our income.

6. Confidentiality

Each party may receive non-public, confidential information from the other ("Confidential Information"). Confidential Information includes business, technical, financial, and other sensitive information, but excludes information that:

• Is or becomes publicly available without breach of these Terms,
• Was known to the receiving party without restriction before disclosure,
• Is received from a third party without breach of any duty, or
• Is independently developed without use of the disclosing party's Confidential Information.

The receiving party must:

• Use Confidential Information only as necessary to perform or receive the Services;
• Not disclose it to third parties except to employees or contractors who need to know and are bound by confidentiality obligations; and
• Protect it using reasonable care.

Confidentiality obligations generally last five (5) years from disclosure, except for trade secrets, which are protected for as long as they remain trade secrets under applicable law.

7. Intellectual Property, Customer Data, and Feedback

7.1 Provider IP

Awardly owns all rights, title, and interest in and to the Provider IP, including the Services, Documentation, Aggregated Statistics, and all improvements or derivatives. Third-Party Product providers retain their rights in their respective products.

You obtain no rights except the limited access rights expressly granted in these Terms.

7.2 Customer Data

You retain ownership of your Customer Data. You grant Awardly a non-exclusive, royalty-free, worldwide license to host, use, process, reproduce, and display Customer Data as necessary to:

• Provide, maintain, and support the Services; and
• Generate Aggregated Statistics (in anonymized/aggregated form).

You are responsible for obtaining all necessary rights and consents to submit Customer Data and for ensuring that your use of the Services and Customer Data complies with applicable Law.

7.3 Aggregated Statistics

We may collect and use Aggregated Statistics for analytics, service improvement, and other lawful business purposes, including public reports or benchmarks, provided they do not identify you or your Confidential Information. Awardly owns all rights in Aggregated Statistics.

7.4 Feedback

If you provide ideas, suggestions, or feedback ("Feedback") about the Services, we may use that Feedback without restriction or compensation. You assign to Awardly all rights in Feedback to the maximum extent permitted by law.

7.5 Publicity

Awardly may identify you as a customer and use your name, logo, and trademarks for that purpose in its marketing and promotional materials. You may opt out at any time by emailing contact@awardly.ca, and Awardly will stop using your marks in newly-produced materials and remove them from materials within its reasonable control (such as its website and active social media) within a reasonable period. This identification is not Confidential Information under Section 6.

8. AI Use and Limitations of AI Output

8.1 AI Use of Customer Data

Customer Data may be processed by AI tools solely to deliver the Services (e.g., recommendation, matching, drafting, summarization). Customer Data will not be used to train general-purpose AI models outside the Services or retained beyond what is reasonably necessary to operate the Services and comply with law. Awardly will use commercially reasonable safeguards to protect Customer Data and comply with applicable data protection laws.

8.2 Limitations of AI Output

You understand and agree that AI-generated outputs:

• May contain errors, omissions, or biases;
• Are provided "as is" for informational purposes; and
• Should be reviewed by you before relying on them, especially for legal, financial, compliance, or other critical decisions.

Awardly does not guarantee the accuracy, completeness, or suitability of AI outputs and is not liable for decisions or actions you take based on them.

9. Service Levels and Support

We will use commercially reasonable efforts to maintain service availability and provide technical support during standard business hours (9:00 a.m. to 5:00 p.m. Atlantic Time, Monday–Friday, excluding public holidays), via our support portal at awardly.ca/support or by email.

Indicative response targets (not guarantees) may classify issues such as:

• Critical – platform unavailable / major functionality broken
• High – significant feature impaired with workaround
• Normal – minor issues / general questions
• Low – feature requests / cosmetic issues

Support does not cover issues caused by your systems, unauthorized modifications, conflicts with third-party software, or factors outside our control.

We may schedule maintenance (with reasonable notice) and perform emergency maintenance as needed.

10. Warranties and Disclaimers

10.1 Limited Warranty

Awardly will use commercially reasonable efforts to provide the Services with professional care and to correct material errors or defects once identified or reported.

10.2 Disclaimer

Except as expressly stated above, the Services and Provider IP are provided "as is" and "as available". Awardly disclaims all other warranties and conditions, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from usage or trade practices.

Awardly does not warrant that the Services or AI outputs will:

• Meet all of your requirements,
• Be uninterrupted or error-free,
• Be compatible with all systems, or
• Be completely secure or free from harmful code.

We make no warranties regarding Third-Party Products.

11. Indemnification by Customer

You will indemnify and hold harmless Awardly from any third-party claims, damages, losses, and expenses arising from:

• Your Customer Data (including any claim that Customer Data infringes third-party rights);
• Your or your Authorized Users' use of the Services in violation of these Terms or Law; or
• Your negligence or wilful misconduct.

We will notify you of any such claim and allow you to control the defence and settlement, provided that any settlement that imposes obligations on Awardly requires our prior written consent.

12. Limitation of Liability

To the maximum extent permitted by Law:

No Indirect Damages. Awardly is not liable for any consequential, incidental, indirect, special, or punitive damages; loss of profits, revenue, goodwill, or data; or cost of substitute services, even if advised of the possibility.

Cap. Awardly's total aggregate liability arising out of or relating to the Services or these Terms will not exceed the amounts you paid to Awardly for the Services in the 12 months preceding the event giving rise to the claim.

Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you to the extent prohibited by Law.

13. Term, Renewal, and Termination

13.1 Term and Renewals

Your subscription begins when you first subscribe or gain access to the Services and continues for the billing period you selected (e.g., monthly or annually). It automatically renews for additional periods unless you cancel.

13.2 Your Right to Cancel

You may cancel your subscription at any time via your account or by contacting support. Cancellation takes effect at the end of your current billing period, and you remain responsible for fees for that period. Unless we are legally required to do so, fees are non-refundable.

13.3 Our Right to Terminate

We may terminate or suspend your access if:

• You fail to pay fees within a reasonable time after notice;
• You materially breach these Terms and do not cure within 30 days of notice (or the breach cannot be cured); or
• You become insolvent or subject to bankruptcy or similar proceedings.

13.4 Effect of Termination

Upon termination or expiry:

• Your right to use the Services ends immediately;
• You must stop using the Services and any Provider IP; and
• You remain liable for unpaid fees up to the termination date.

We may retain Aggregated Statistics and may retain Customer Data as required by law or for legitimate business purposes, subject to applicable privacy requirements.

Certain provisions survive termination, including those relating to fees, confidentiality, IP, limitations of liability, and governing law.

14. Governing Law and Disputes

These Terms are governed by the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules.

All disputes arising out of or relating to these Terms or the Services will be brought exclusively in the courts of the Province of Nova Scotia, and you consent to their jurisdiction and venue.

15. Miscellaneous

Changes to These Terms. We may update these Terms from time to time. If we make material changes, we will notify you (e.g., by email or in-app notice). Your continued use of the Services after the effective date of changes constitutes acceptance of the updated Terms.

Entire Agreement. These Terms, together with any order or plan selected through the Services and any policies referenced by link, constitute the entire agreement between you and Awardly regarding the Services and supersede prior agreements on the subject.

No Waiver. Failure to enforce a provision is not a waiver of that provision.

Severability. If any part of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force.

Assignment. You may not assign these Terms without our prior written consent. We may assign or transfer these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets.

Notices. We may send notices to the email address associated with your account or via in-app messaging. You may send legal notices to our registered address above or to contact@awardly.ca (or another address we specify).