Terms of Service

Governing Use of the TAATIQ AI Platform, Website, and Related Services

TAATIQ Technology Inc.  ·  Last Updated: March 2026

1. Definitions

In these Terms, the following words and phrases have the meanings set out below. Defined terms may appear in singular or plural form.

2. Acceptance of Terms

By accessing the Website, creating an Account, clicking an 'I Agree' button, executing an Order Form, or otherwise using any part of the Services, you represent that:

• You have read and understood these Terms in their entirety;
• You have the legal authority to enter into a binding agreement on behalf of yourself or the entity you represent;
• You agree to be bound by these Terms and all documents incorporated by reference; and
• Where you are accepting on behalf of an organization, that organization is legally bound by these Terms.

If you do not agree to these Terms, you must immediately cease accessing and using the Services. Your continued use of the Services following any update to these Terms constitutes acceptance of the revised Terms, subject to the notice provisions in Section 19.

Enterprise Clients

Where a Client has executed a separately negotiated Master Services Agreement (MSA) or Enterprise Agreement with TAATIQ Technology Inc., the terms of that agreement will prevail over these Terms of Service to the extent of any inconsistency.

3. Description of Services

TAATIQ Technology Inc. provides an AI-powered intelligent agent platform designed to automate and enhance customer engagement for enterprise organizations. The Services include, but are not limited to:

• Deployment of AI agents across voice, chat, SMS, email, and other digital channels;
• Automated customer interaction management, including qualification, resolution, and escalation;
• Integration with Client-operated CRM, scheduling, ticketing, and enterprise communication systems;
• Analytics, reporting, and conversation intelligence dashboards;
• APIs for custom integration and workflow automation;
• Professional services including implementation, configuration, and training; and
• Technical support as specified in the applicable Order Form or Support Schedule.

TAATIQ reserves the right to modify, enhance, discontinue, or add features to the Services at any time, provided that material reductions in functionality will be communicated to Clients with reasonable notice as set out in Section 19.

4. Eligibility and Account Registration

4.1 Eligibility

The Services are intended for business use by organizations and their authorized representatives. To use the Platform, you must:

• Be a legal entity (corporation, partnership, sole proprietorship, or other recognized business form) or an individual acting in a business capacity;
• Be of the age of majority in your jurisdiction;
• Not be prohibited from receiving services under applicable law; and
• Not be in a country subject to applicable Canadian or international sanctions.

4.2 Account Registration

To access the Platform, you must create an Account by providing accurate, current, and complete information. You agree to:

• Maintain the accuracy of your Account information and promptly update it as necessary;
• Keep your Account credentials confidential and not share them with unauthorized parties;
• Notify TAATIQ immediately at info@taatiq.com if you suspect unauthorized access to your Account;
• Be responsible for all activity that occurs under your Account, whether or not authorized by you; and
• Ensure that all Authorized Users comply with these Terms.

TAATIQ reserves the right to refuse registration, suspend, or terminate any Account at its discretion, including where information provided is found to be inaccurate, false, or misleading.

4.3 Authorized Users

Clients are responsible for managing access by Authorized Users and ensuring that the number of active Authorized Users does not exceed the limits specified in the applicable Order Form. Clients must promptly revoke access for any individual who ceases to be an Authorized User.

5. Subscriptions, Fees, and Payment

5.1 Subscription Tiers

Access to the Platform is provided on a subscription basis. Subscription tiers, features, usage limits, and pricing are as specified in the applicable Order Form or as published on the Website. TAATIQ reserves the right to update its pricing with notice as provided in Section 19.

5.2 Fees and Invoicing

Unless otherwise stated in an Order Form:

• Subscription fees are invoiced in advance on a monthly or annual basis as agreed;
• Usage-based or overage fees are invoiced in arrears following the billing period in which they are incurred;
• All fees are stated in Canadian dollars (CAD) unless otherwise specified; and
• Invoices are due and payable within thirty (30) days of the invoice date.

5.3 Taxes

All fees are exclusive of applicable taxes. The Client is responsible for all taxes, duties, and levies applicable to the Services, including Harmonized Sales Tax (HST), Goods and Services Tax (GST), or equivalent, as applicable under Canadian federal and Ontario provincial law. Where TAATIQ is required to collect taxes, they will appear as a separate line item on invoices.

5.4 Late Payment

Fees not paid by the due date will accrue interest at the rate of one and one-half percent (1.5%) per month (18% per annum), or the maximum rate permitted by applicable law, whichever is lower. TAATIQ may suspend access to the Services in the event of overdue amounts as described in Section 17.

5.5 Disputed Invoices

If a Client disputes an invoice in good faith, it must notify TAATIQ in writing within fifteen (15) days of the invoice date, specifying the disputed amount and the basis of the dispute. Undisputed amounts remain due and payable on the original due date. Parties will work in good faith to resolve disputes within thirty (30) days of notice.

5.6 No Refunds

Except as expressly provided in an Order Form or required by applicable consumer protection law, all fees paid to TAATIQ are non-refundable. This includes fees for subscription periods not fully utilized following early termination by the Client.

6. Acceptable Use Policy

By using the Services, you agree to use them only for lawful purposes and in accordance with these Terms. The following uses are strictly prohibited:

6.1 Prohibited Activities

• Using the Services to violate any applicable law, regulation, or third-party right, including privacy laws, consumer protection legislation, anti-spam law (Canada's Anti-Spam Legislation, CASL), and human rights legislation;
• Transmitting, storing, or processing content that is unlawful, defamatory, fraudulent, harassing, abusive, threatening, obscene, or that promotes hatred or discrimination;
• Using the Platform to contact individuals without a lawful basis or required consent under CASL or applicable telemarketing laws;
• Reverse engineering, decompiling, disassembling, or attempting to derive source code from the Platform;
• Attempting to gain unauthorized access to any part of the Services, TAATIQ's systems, or third-party systems connected to the Platform;
• Uploading, transmitting, or introducing malware, viruses, or other malicious or destructive code;
• Using the Services in any manner that could disable, overburden, damage, or impair the Platform or its infrastructure;
• Scraping, crawling, or data-mining the Platform or Website without TAATIQ's prior written consent;
• Reselling, sublicensing, or white-labelling the Services without a separate written agreement with TAATIQ;
• Using the Services to build a competing product or service;
• Misrepresenting affiliation with TAATIQ or using TAATIQ's brand in an unauthorized manner; and
• Using AI-generated outputs from the Platform in a manner that is deceptive, manipulative, or harmful to End Customers.

6.2 Responsibility for End Customer Interactions

The Client is solely responsible for ensuring that its use of the Platform to interact with End Customers complies with all applicable laws, including disclosure requirements regarding the use of AI in customer interactions, telemarketing rules, and privacy laws. TAATIQ is not responsible for the Client's obligations to its End Customers.

6.3 Monitoring and Enforcement

TAATIQ reserves the right (but has no obligation) to monitor use of the Services for compliance with this Acceptable Use Policy. TAATIQ may investigate and take appropriate action, including suspension or termination of access, in response to violations.

7. Intellectual Property Rights

7.1 TAATIQ's Intellectual Property

The Platform, Website, and all underlying technology, software, algorithms, models, interfaces, documentation, trademarks, and brand elements are the exclusive Intellectual Property of TAATIQ Technology Inc. or its licensors. Nothing in these Terms transfers any ownership of TAATIQ's Intellectual Property to the Client.

Subject to the Client's compliance with these Terms and payment of applicable fees, TAATIQ grants the Client a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform solely for the Client's internal business purposes during the applicable Subscription term.

7.2 Client's Intellectual Property

The Client retains all Intellectual Property rights in Client Data. The Client grants TAATIQ a limited, non-exclusive, worldwide licence to access, process, store, and transmit Client Data solely to the extent necessary to provide the Services and as otherwise described in the Privacy Policy and any applicable Data Processing Agreement.

7.3 AI-Generated Outputs

Outputs generated by the Platform in response to Client inputs or End Customer interactions ("Outputs") are provided to the Client for its use. TAATIQ does not claim ownership over Client-specific Outputs. However, the Client acknowledges that: (a) Outputs are generated by AI and may not always be accurate or complete; (b) the Client is responsible for reviewing and verifying Outputs where accuracy is material; and (c) similar Outputs may be generated for other clients using similar inputs.

7.4 Feedback

If the Client provides TAATIQ with feedback, suggestions, or recommendations regarding the Services ("Feedback"), the Client grants TAATIQ an irrevocable, perpetual, royalty-free, worldwide licence to use that Feedback for any purpose, including to improve the Services, without any obligation of compensation or attribution to the Client.

7.5 Restrictions

Except as expressly permitted in these Terms, the Client must not: copy, modify, adapt, or create derivative works of the Platform; frame or mirror any content from the Website without TAATIQ's written consent; use TAATIQ's trademarks without prior written approval; or remove any proprietary notices or labels from the Platform.

8. Client Data and Data Processing

8.1 Client Ownership and Responsibility

The Client retains ownership of all Client Data. The Client is the data controller (or equivalent) for Client Data and is solely responsible for: ensuring it has the right to provide Client Data to TAATIQ; ensuring Client Data is collected and processed in compliance with applicable privacy laws (including PIPEDA, CASL, and applicable provincial law); and ensuring End Customers have been appropriately informed about the use of AI in their interactions.

8.2 TAATIQ as Data Processor

Where TAATIQ processes personal information contained in Client Data on behalf of the Client, TAATIQ acts as a service provider / data processor under the Client's instructions. Such processing is governed by a separate Data Processing Agreement (DPA), which forms part of the Agreement and is incorporated herein by reference. Enterprise Clients are required to execute a DPA prior to processing personal information through the Platform.

8.3 Data Security

TAATIQ implements and maintains commercially reasonable technical and organizational security measures to protect Client Data against unauthorized access, disclosure, alteration, or destruction. These measures include encryption at rest and in transit, access controls, and regular security testing.

8.4 Data Retention and Deletion

TAATIQ retains Client Data in accordance with the DPA and applicable retention schedules. Upon termination of the Agreement, TAATIQ will, at the Client's election and subject to applicable law, delete or return Client Data within thirty (30) days of the termination date, after which TAATIQ shall have no further obligation to retain such data.

8.5 No Use for Model Training

TAATIQ will not use Client Data or the content of End Customer interactions to train, fine-tune, or improve its AI models or those of any third party without the Client's prior explicit written consent.

8.6 Canadian Privacy and Anti-Spam Compliance

This Section 8.6 applies to all Clients whose use of the Services involves the collection, use, or disclosure of personal information of Canadian individuals, or the sending of commercial electronic messages to Canadian electronic addresses. It supplements Section 8 (Client Data and Data Processing) and, in the event of any conflict specific to Canadian law, takes precedence.

8.6.1 PIPEDA Obligations

The Personal Information Protection and Electronic Documents Act (PIPEDA), S.C. 2000, c. 5, applies to the collection, use, and disclosure of personal information in the course of commercial activity. Where the Platform processes personal information of Canadian individuals on behalf of a Client:

• The Client is the data controller (organization) under PIPEDA and is solely responsible for determining the purposes and means of collection, ensuring meaningful consent has been obtained from individuals, providing required notice of collection at or before the time of collection, and responding to individual access and correction requests.
• TAATIQ acts as a service provider under PIPEDA, processing personal information only on the documented instructions of the Client and only to the extent necessary to provide the Services.
• The Client warrants that it has obtained all consents required under PIPEDA for the collection, use, and disclosure of personal information through the Platform, including consent to the use of AI-powered agents in interactions with individuals.
• The Client warrants that it has provided individuals with accurate notice of the purposes of collection, the identity of the organization collecting the information, and the means by which individuals can access their personal information or withdraw consent.
• Where TAATIQ processes personal information on behalf of a Client, this processing is governed by the Data Processing Agreement (DPA) required under Section 8.2, which sets out TAATIQ's obligations as a service provider under PIPEDA.
• Cross-border transfers. Where personal information is transferred outside Canada for processing, TAATIQ discloses this to the Client in the applicable DPA and ensures that contractual protections comparable to PIPEDA Schedule 1 principles are in place. TAATIQ's primary infrastructure for Canadian clients is located in Canada (AWS ca-central-1, Montreal).

8.6.2 CASL Obligations

Canada's Anti-Spam Legislation (CASL), S.C. 2010, c. 23, applies to commercial electronic messages (CEMs) and to the installation of computer programs on electronic devices. Where the Client uses the Platform to send outbound messages (including voice calls, SMS, email, or any other electronic communication) to individuals:

• Sender responsibility. The Client is the sender of all CEMs transmitted through the Platform and is solely responsible for CASL compliance, including obtaining the required express or implied consent before sending any CEM, ensuring each CEM contains the sender's identification information and a valid mailing address, providing a functioning unsubscribe mechanism in every CEM, and honouring unsubscribe requests within 10 business days.
• Consent records. The Client must maintain records of all consents obtained for the purpose of sending CEMs through the Platform. These records must be retained for a minimum of three years. TAATIQ may, upon request, provide the Client with access to system logs that evidence message delivery, but the Client is responsible for maintaining evidence of consent independent of those logs.
• Prohibited uses. The Client must not use the Platform to send CEMs to individuals who have not provided consent under CASL, to individuals who have previously unsubscribed from communications from the Client, or to electronic addresses acquired through address harvesting or dictionary attacks.
• Voice calls and telemarketing. Where the Platform is used to make outbound voice calls to consumers, the Client must additionally comply with the Canadian Radio-television and Telecommunications Commission's (CRTC) Unsolicited Telecommunications Rules, including the obligation not to call numbers registered on the National Do Not Call List (DNCL), to call only within permitted hours, and to include required identification at the outset of each call.
• Indemnification for CASL breaches. Without limiting Section 15.1, the Client agrees to indemnify TAATIQ for any fines, penalties, damages, legal fees, or other costs arising from the Client's failure to comply with CASL or the CRTC's Unsolicited Telecommunications Rules in connection with use of the Platform.
• TAATIQ's own CASL compliance. Where TAATIQ sends CEMs to Clients or prospective clients in its own name (for example, marketing and promotional emails), TAATIQ complies with CASL independently, including maintaining its own consent records and honouring unsubscribe requests.

8.6.3 Quebec Law 25 Additional Obligations

For Clients whose use of the Platform involves the collection, use, or disclosure of personal information of Quebec residents, the additional requirements of Law 25 (An Act to modernize legislative provisions as regards the protection of personal information, S.Q. 2021, c. 25) apply. Clients must:

• Appoint a person in their organization responsible for the protection of personal information and publish that person's title and contact information.
• Conduct Privacy Impact Assessments (PIAs) before using the Platform in any manner that involves collecting personal information from Quebec residents, and before transferring such information outside Quebec, and make PIAs available to the Commission d'accès à l'information du Québec upon request.
• Notify the Commission d'accès à l'information and affected individuals of any confidentiality incident (data breach) involving personal information of Quebec residents, in accordance with prescribed timelines and content requirements.
• Provide Quebec residents with the right to data portability and the right to have automated decisions reviewed by a human, on request.

8.6.4 PIPEDA Breach Notification

In the event of a breach of security safeguards affecting personal information of Canadian individuals that creates a real risk of significant harm to an individual, TAATIQ will:

• Notify the Client without undue delay after becoming aware of the breach, providing a description of the circumstances, the personal information involved, the steps TAATIQ has taken or intends to take to reduce the risk of harm, and any other information prescribed under PIPEDA.
• The Client is responsible for determining whether notification to affected individuals and the Office of the Privacy Commissioner of Canada is required under PIPEDA, and for providing such notification where required.
• TAATIQ will preserve records of all known or suspected breaches of security safeguards for a period of 24 months from the date of the breach and will provide these records to the Office of the Privacy Commissioner of Canada upon request.
• Where TAATIQ determines in its reasonable judgment that a breach involves a real risk of significant harm, it will simultaneously notify both the Client and, where legally required or prudent, the Office of the Privacy Commissioner of Canada.

8.6.5 Client Representations Regarding Canadian Law

By using the Platform to process personal information of Canadian individuals or to send electronic messages to Canadian electronic addresses, the Client represents and warrants that:

• It has a lawful basis under PIPEDA and applicable provincial privacy law for each collection, use, and disclosure of personal information processed through the Platform.
• It has obtained all consents required under CASL before using the Platform to send any CEM and maintains verifiable records of those consents.
• It has a written privacy policy that complies with PIPEDA and is publicly available, and that policy accurately describes the Client's use of AI-powered agents in customer interactions.
• It will promptly notify TAATIQ of any complaint, inquiry, or investigation by the Office of the Privacy Commissioner of Canada, the Commission d'accès à l'information, or the CRTC that relates to the Client's use of the Platform.
• It will cooperate with TAATIQ in responding to any such complaint, inquiry, or investigation.

9. Confidentiality

9.1 Obligations

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the disclosing party's prior written consent, except to employees, contractors, or professional advisors who need to know it and are bound by equivalent confidentiality obligations; and (c) use Confidential Information solely for the purposes of performing or receiving the Services.

9.2 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by law, court order, or regulatory authority, provided that the receiving party gives the disclosing party prompt prior notice where legally permitted and cooperates with reasonable efforts to seek a protective order.

9.3 Survival

Confidentiality obligations survive termination of the Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they constitute trade secrets under applicable law.

10. Representations and Warranties

10.1 Mutual Representations

Each party represents and warrants to the other that: (a) it is duly incorporated or organized, validly existing, and in good standing under its jurisdiction of formation; (b) it has the legal power and authority to enter into and perform its obligations under the Agreement; (c) the Agreement has been duly authorized and constitutes a valid, binding, and enforceable obligation; and (d) its performance will not violate any applicable law or third-party right.

10.2 TAATIQ's Warranties

TAATIQ warrants that: (a) the Platform will perform materially in accordance with applicable documentation during the Subscription term; (b) TAATIQ will implement and maintain commercially reasonable security measures; (c) TAATIQ will not knowingly introduce malicious code into the Platform; and (d) TAATIQ holds all rights necessary to grant the licences set out in these Terms.

10.3 Client's Warranties

The Client warrants that: (a) it has all rights, licences, and permissions necessary to provide Client Data to TAATIQ; (b) Client Data does not infringe any third-party Intellectual Property right; (c) its use of the Services complies with all applicable laws; and (d) it will use the Platform only for lawful purposes in accordance with these Terms.

11. Third-Party Services and Integrations

The Platform may integrate with or enable access to third-party software, APIs, services, and platforms ("Third-Party Services"), including other AI platforms, CRM platforms, telephony providers, scheduling tools, and communication infrastructure. The Client acknowledges that:

• Third-Party Services are subject to their own terms of service and privacy policies, which the Client is responsible for reviewing and complying with;
• TAATIQ does not endorse, warrant, or assume responsibility for Third-Party Services, their availability, or the accuracy of data transmitted between the Platform and Third-Party Services;
• Interruptions or failures of Third-Party Services may affect Platform functionality, and TAATIQ will not be liable for such disruptions;
• The Client is responsible for obtaining and maintaining any licences or authorizations required for Third-Party Services it connects to the Platform; and
• TAATIQ's integration with a Third-Party Service does not constitute a partnership, agency, or endorsement relationship.

12. Availability, Maintenance, and Support

12.1 Service Availability

TAATIQ targets high availability for the Platform and will publish its uptime commitment in the applicable Order Form or Service Level Agreement (SLA). Uptime targets exclude: (a) scheduled maintenance windows (with advance notice); (b) emergency maintenance required to address security vulnerabilities; (c) downtime attributable to Client actions, Third-Party Services, or Force Majeure Events; and (d) free trial or beta features.

12.2 Scheduled Maintenance

TAATIQ will provide Clients with at least twenty-four (24) hours advance notice of scheduled maintenance windows that may result in Platform unavailability. TAATIQ will use commercially reasonable efforts to schedule maintenance during off-peak hours and minimize disruption.

12.3 Support

TAATIQ provides technical support to Clients in accordance with the support tier specified in the applicable Order Form. Support is accessible via info@taatiq.com and such other channels as TAATIQ designates. TAATIQ is not responsible for issues arising from Client misuse, unauthorized modifications, or incompatible Third-Party Services.

12.4 Beta Features

TAATIQ may make certain features available in a 'beta' or 'preview' capacity. Such features are provided 'as is' without warranty and may be modified or discontinued at any time. SLA commitments do not apply to beta features unless expressly stated.

13. Disclaimer of Warranties

Without limiting the foregoing, TAATIQ does not warrant that: (a) the Services will be error-free, uninterrupted, or free from security vulnerabilities; (b) the Services will meet the Client's specific requirements or expectations; (c) Outputs generated by the Platform will be accurate, complete, or suitable for any particular purpose; (d) defects or errors will be corrected within any particular timeframe; or (e) the Services are free from viruses or other harmful components.

AI-generated Outputs are produced by automated systems and may contain inaccuracies, omissions, or errors. The Client is solely responsible for reviewing, validating, and determining the appropriateness of Outputs before relying on them or making them available to End Customers.

14. Limitation of Liability

14.1 Exclusion of Consequential Damages

14.2 Cap on Liability

To the maximum extent permitted by applicable law, TAATIQ's total aggregate liability to the Client for all claims arising under or in connection with the Agreement — whether in contract, tort (including negligence), statute, or otherwise — shall not exceed the total fees paid or payable by the Client to TAATIQ in the twelve (12) months immediately preceding the event giving rise to the claim.

14.3 Essential Basis

The Client acknowledges that the limitations of liability in this Section 14 reflect a fair and reasonable allocation of risk between the parties and form an essential basis of the Agreement, without which TAATIQ would not have entered into the Agreement on the terms set out herein.

14.4 Exceptions

Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited under applicable Ontario or Canadian law, including under the Consumer Protection Act, 2002 (Ontario) to the extent it applies; or (d) a party's obligations under Section 9 (Confidentiality) or the indemnification obligations in Section 15.

15. Indemnification

15.1 Client's Indemnification Obligations

The Client agrees to indemnify, defend, and hold harmless TAATIQ Technology Inc. and its directors, officers, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• The Client's breach of these Terms;
• Client Data, including any claim that Client Data infringes a third party's Intellectual Property rights or violates applicable law;
• The Client's violation of any applicable law in connection with use of the Services, including privacy laws and CASL;
• The Client's interactions with End Customers through the Platform; or
• Any unauthorized use of the Services by the Client or its Authorized Users.

15.2 TAATIQ's Indemnification Obligations

TAATIQ agrees to indemnify, defend, and hold harmless the Client from and against any third-party claim alleging that the Platform, as provided by TAATIQ and used in accordance with these Terms, infringes a Canadian patent, copyright, trademark, or trade secret of a third party, provided that the Client: (a) promptly notifies TAATIQ of the claim; (b) grants TAATIQ sole control of the defence; and (c) provides reasonable cooperation.

15.3 IP Indemnification Exceptions

TAATIQ's indemnification obligation under Section 15.2 does not apply where the alleged infringement arises from: (a) modifications to the Platform made by or on behalf of the Client; (b) combination of the Platform with third-party products or services not approved by TAATIQ; (c) use of the Platform in a manner not permitted under these Terms; or (d) Client Data.

16. Term and Termination

16.1 Term

These Terms commence on the date the Client accepts them and continue until terminated in accordance with this Section. Subscriptions commence and expire on the dates specified in the applicable Order Form and renew automatically for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

16.2 Termination for Convenience

Either party may terminate these Terms or a Subscription upon thirty (30) days written notice to the other party. Termination for convenience by the Client does not entitle the Client to a refund of prepaid fees, except as otherwise agreed in an Order Form.

16.3 Termination for Cause

Either party may terminate the Agreement immediately upon written notice if: (a) the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach; or (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, or proceedings are commenced under the Bankruptcy and Insolvency Act (Canada) or Companies' Creditors Arrangement Act (Canada) that are not dismissed within sixty (60) days.

16.4 Effect of Termination

Upon termination of the Agreement for any reason: (a) all licences granted to the Client immediately cease; (b) the Client must cease all use of the Platform and promptly delete any TAATIQ Confidential Information in its possession; (c) all outstanding fees become immediately due and payable; and (d) each party's accrued rights and obligations as of the termination date are preserved. TAATIQ will provide Client Data in accordance with Section 8.4.

16.5 Survival

The following Sections survive termination of the Agreement: Section 1 (Definitions), Section 7 (Intellectual Property), Section 9 (Confidentiality), Section 13 (Disclaimers), Section 14 (Limitation of Liability), Section 15 (Indemnification), Section 18 (Governing Law), and any other provisions that by their nature should survive termination.

17. Suspension of Services

TAATIQ reserves the right to suspend or restrict the Client's access to the Services, in whole or in part, without prior notice where:

• TAATIQ reasonably believes continued access poses a security risk to the Platform, TAATIQ's infrastructure, or any third party;
• The Client's use of the Services violates Section 6 (Acceptable Use Policy);
• TAATIQ is required to do so by law, court order, or regulatory direction;
• The Client has failed to pay undisputed fees when due and such failure continues for ten (10) days after written notice; or
• TAATIQ reasonably believes suspension is necessary to prevent legal liability or reputational harm.

TAATIQ will, where reasonably practicable, provide the Client with advance notice of a suspension and the reason for it. TAATIQ will lift a suspension promptly upon the Client remedying the underlying cause. Suspension does not relieve the Client of its payment obligations.

18. Governing Law and Dispute Resolution

18.1 Governing Law

These Terms and any dispute, controversy, or claim arising out of or relating to them — whether in contract, tort, or otherwise — shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

18.2 Negotiation

In the event of a dispute, the parties agree to first attempt to resolve it through good faith negotiation between senior representatives of each party. Either party may initiate this process by delivering written notice to the other describing the dispute in reasonable detail. The parties will have thirty (30) days from such notice to attempt resolution by negotiation before either party may proceed to formal proceedings.

18.3 Jurisdiction

If a dispute is not resolved through negotiation, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario for the resolution of any dispute arising out of or in connection with these Terms. Each party waives any objection to venue in those courts.

18.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court of competent jurisdiction where necessary to prevent irreparable harm, including to protect Intellectual Property rights or Confidential Information, without first complying with the negotiation requirements of Section 18.2.

18.5 Class Action Waiver

To the maximum extent permitted by applicable law, the Client waives any right to participate in a class action, collective proceeding, or representative action against TAATIQ. Any claim must be brought in an individual capacity.

19. Changes to These Terms

TAATIQ reserves the right to modify these Terms at any time. The nature of the change determines the notice required:

Continued use of the Services after the effective date of any change constitutes acceptance of the revised Terms. If the Client does not agree to a material change, it may terminate the Agreement for convenience under Section 16.2 before the change takes effect.

20. General Provisions

20.1 Entire Agreement

These Terms, together with any Order Forms, DPAs, Statements of Work, SLAs, and other documents incorporated by reference, constitute the entire agreement between the parties with respect to its subject matter and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

20.2 Order of Precedence

In the event of conflict between documents forming part of the Agreement, the following order of precedence applies (highest to lowest): (1) a separately negotiated Master Services Agreement or Enterprise Agreement; (2) an Order Form; (3) a Data Processing Agreement; (4) a Service Level Agreement; (5) these Terms of Service.

20.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from the Terms. The remaining provisions shall continue in full force and effect.

20.4 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. A waiver must be in writing and signed by an authorized representative of the waiving party to be effective.

20.5 Assignment

The Client may not assign, transfer, or delegate its rights or obligations under these Terms without TAATIQ's prior written consent. TAATIQ may assign these Terms or any rights hereunder without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that TAATIQ gives the Client reasonable written notice.

20.6 No Partnership or Agency

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

20.7 Force Majeure

Neither party will be liable for delays or failures in performance resulting from a Force Majeure Event, provided the affected party: (a) promptly notifies the other party in writing; (b) uses commercially reasonable efforts to mitigate the impact; and (c) resumes performance as soon as reasonably practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected portion of the Agreement on written notice without liability.

20.8 Notices

All legal notices under these Terms must be in writing and delivered to: TAATIQ Technology Inc. by email to info@taatiq.com (with confirmation of receipt requested), or by courier to TAATIQ's registered address in Ontario. Notices to the Client will be sent to the email address associated with the Client's Account. Notices are deemed received: by email, upon confirmation of receipt; by courier, upon delivery.

20.9 Language

The parties have agreed that these Terms and all related documents be drafted in English.

Les parties ont convenu que les présentes conditions et tous les documents connexes soient rédigés en anglais.

20.10 Accessibility

TAATIQ is committed to making its Services accessible in accordance with the Accessibility for Ontarians with Disabilities Act, 2005 (AODA). If you require accommodation or have accessibility concerns, please contact info@taatiq.com.

20.11 Electronic Contracting

The parties agree that these Terms may be accepted, executed, and delivered electronically, and that electronic signatures and acceptance mechanisms (including clickwrap acceptance) have the same legal effect as original signatures under the Electronic Commerce Act, 2000 (Ontario) and applicable Canadian federal law.

21. Contact Information

For questions about these Terms, to report a violation, or to exercise any contractual right described herein, please contact:

TAATIQ Technology Inc. is incorporated in the Province of Ontario, Canada. All contractual relationships under these Terms are governed as described in Section 18.