Terms of Service | Cylix Applied Intelligence

Cylix SERVICE SCHEDULE TO Cylix MASTER SERVICES AGREEMENT

Cylix Applied Intelligence ("Cylix") offers certain services under the Cylix brand (the "Cylix Service(s)" or the "Service(s)"), the terms of which are found in this Cylix Service Schedule. This Cylix Service Schedule is an attachment to and forms an integral part of the Cylix Master Services Agreement (the "Agreement"). The Customer agrees to be bound by the terms and conditions in this Cylix Service Schedule and the Cylix Master Services Agreement, found at https://cylixsolutions.com/terms.

Cylix Applied Intelligence may be referred to as "Cylix Solutions" in website materials. The Services may include AI strategy, discovery, architecture, research and engineering, custom AI solutions, foundation models, retrieval-augmented generation (RAG), conversational and operational agents, multi-agent systems, enterprise integrations, managed AI, managed HPC and Slurm environments, enterprise infrastructure, data engineering, streaming analytics, data lakes, forecasting and demand intelligence, anomaly detection, computer vision, digital twins, and AI lifecycle management. Products may include AI Fabric and Orbit. Halo and Locus are forthcoming products and are included only if availability is confirmed in the applicable written order or statement of work. Each engagement's deliverables, fees, deployment environment, data handling, support and service levels must be stated in its written agreement.

THIS Cylix SERVICE SCHEDULE IS SUBJECT TO THE LIMITATION OF LIABILITY CONTAINED IN THE Cylix MASTER SERVICES AGREEMENT.

THE CUSTOMER MUST READ AND ACCEPT THESE TERMS BEFORE ENTERING INTO AN AGREEMENT FOR SERVICES. THE APPLICABLE WRITTEN ORDER OR STATEMENT OF WORK IDENTIFIES THE CUSTOMER, CONTRACTING PARTY, SERVICES AND COMMERCIAL TERMS. USE OF THE WEBSITE ALONE DOES NOT CREATE A PAID SERVICE SUBSCRIPTION. CHANGES TO AN EXISTING CUSTOMER AGREEMENT REQUIRE WRITTEN AGREEMENT EXCEPT AS EXPRESSLY PROVIDED IN THAT AGREEMENT.

The following terms and conditions apply to all Cylix Services unless expressly noted in the section title as applying only to a particular Service.

The Customer, as identified in the Customer Account (as defined herein), and as may be referred to as "You" or "Customer," subscribes to Cylix Services subject to the terms and conditions specified herein.

1. SUBSCRIPTION

The Customer is responsible for providing accurate information and for updating any information on the Customer's account. Cylix reserves the right to suspend or terminate the Customer's account if provided with incomplete or inaccurate information at the time of subscription or thereafter.

The Site and the Service may be used only by persons who have reached the age of majority and can form legally binding contracts under applicable law. If the Customer is under the legal age of majority in the jurisdiction in which it lives and wishes to subscribe to the Service, a parent or legal guardian must subscribe to the Service on behalf of the Customer.

2. Software

Software license

Any software access, deployment method, authorized Users and licence scope will be identified in the applicable written order. Services do not automatically begin when software is downloaded.

Subject to the terms and conditions of this Agreement, Cylix grants to Customer a non-exclusive, non-transferable, revocable, limited license to use the Software.

The customer shall have no right to transfer, assign or sublicense the Software.

The customer may not alter the Software or the code in any way.

Except as otherwise specified in this Schedule , the Customer may not: (i) copy the Software, other than one copy which is permitted as a backup; (ii) Modify or create any derivative works of any Software, Service or documentation, including translation or localization (code written to published application programming interfaces or APIs); (iii) Sublicense or permit simultaneous use of the Service by more than one user; (iv) Reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Software related to the Service;(v) Redistribute, encumber, sell, rent, lease, sublicense, or use the Software or the Service in a timesharing or service bureau arrangement, or otherwise transfer the Software or any rights to the Software; (vi) Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or Service; or (vii) Publish any results of benchmark tests run on any Software to a third party without Cylix' prior written consent.

Ownership of Software and Service

All rights, titles and interests in the copyright, patents and intellectual property rights in the Software and the Service or any part thereof remain with Cylix or the original owner of such rights, as the case may be.

3. USE OF THE SERVICE

System Requirements

The Customer is responsible for ensuring that Customer's computer, smartphone, and system meet the minimum system requirements to run the Service. Suppose the Customer's system does not meet these requirements. In that case, Cylix is not responsible for any connection difficulties or Service delays, deficiencies, interruptions, or related damages the Customer may have.

Installation

The Customer is responsible for downloading and installing the Software and the Service. The customer acknowledges that all installation and downloads of the Software are at your own risk. Cylix is not responsible for and will not be liable for any hardware, system or third-party software damages or malfunctions arising from installing, downloading, or using the Services.

Third-Party Software and Downloads

Cylix is not responsible for third-party software downloads or hardware installed by the Customer, which may alter the Service connection, the Customer's computer configuration or which may prevent or alter internet connection, speed, or service or have any other impact on the Service.

Cylix is not responsible for any spyware, malware or virus the Customer contracts on their computer from using the internet.

Cylix assumes no responsibility for any internet, email, or other connection software the Customer may run on its computer. Cylix assumes no responsibility for any damages resulting from using such software.

The Customer must adhere to the Cylix Acceptable Use Policy which can be found at https://cylixsolutions.com/terms.

4. EQUIPMENT

The Customer may purchase or rent equipment from Cylix in connection with the Services ("Equipment").

The Customer shall cause the Equipment to be operated in compliance with the manufacturer's general operating specifications, standards, and all applicable laws.

The Customer will not sell, lease, or otherwise dispose of the Equipment (or any part thereof) and will keep the Equipment free of all encumbrances. In the case of Equipment purchase, the Customer may sell, lease, or otherwise dispose of the Equipment after all amounts owing have been satisfied.

The Customer will always use the Equipment only as it is designed and as a prudent and careful owner would.

The Customer will bear the risk of loss, destruction, or confiscation of the Equipment from the time the Equipment is delivered to the Customer. The Customer is responsible for insuring the Equipment as of the date of such delivery.

5. SUPPORT

Support channels, hours, response targets, supported systems and escalation procedures are those stated in the applicable written order or service level agreement. Customers may use the contact details provided in that agreement.

With respect to Equipment, Cylix will offer technical assistance and support for degradation or malfunction due to normal wear and tear to the hardware or equipment rented or purchased from Cylix unless otherwise specified.

Support for third-party services, hardware, software and integrations is provided only to the extent included in the applicable written order or support agreement.

Cylix will not, in any event, be held responsible for correcting or fixing any problems or errors relating to or caused by the installation, configuration or modification of the Customer's equipment or system or any components thereof or to incur any costs related thereto.

6. ACCOUNT INFORMATION AND PAYMENT

The Customer will provide the business, billing and access information needed for the applicable engagement. A customer account is required only where the Product or Service requires one.

Account structure, authorized Users and access limits will be stated in the applicable written order.

The Customer will pay the agreed fees, taxes and approved expenses using the payment method stated in the applicable written order. Invoices are due sixty (60) calendar days from the invoice date unless a different advance payment or deposit is expressly agreed in that order.

The Customer will be responsible for all applicable taxes.

For purchases requiring immediate payment, the Customer's credit card will be charged, and the Customer will be provided with an electronic receipt of payment.

Recurring payment arrangements apply only where separately authorized by the Customer. Such authorization does not change the sixty (60) calendar day invoice term unless a different arrangement is expressly agreed in the written order.

Any credit assessment requiring personal information or consent must be separately disclosed and authorized as required by applicable law.

7. SERVICE TERMS & CANCELLATION

Service Terms for Cylix Services.

The Service begins on the commencement date and continues for the term stated in the applicable written order or statement of work.

Service Cancellation

The service term, renewal and cancellation rights are those stated in the applicable written order and the termination provisions of the Master Services Agreement.

A cancellation or transition charge applies only if expressly agreed in the applicable written order.

Cylix has the right to cancel the Service immediately due to Customer's breach of this Agreement or this Schedule or any abuse or action inconsistent with the Cylix Acceptable Use Policy.

Upon termination, rental equipment must be returned in accordance with the applicable written order, including its return deadline, condition requirements and any agreed charges for loss or damage.

8. PRIVACY

Cylix respects the Customer's privacy and will protect the Customer's privacy and personal information in accordance with the Cylix Privacy Policy.

To provide a positive customer experience and deliver, bill for, and collect payment for products and services;

To understand customer requirements and preferences and make information available regarding products and services offered by Cylix and its branding partners, agents and contractors;

9. ORDER OF PREFERENCE

This Cylix Schedule forms part of the Cylix Master Services Agreement. In the event of a conflict between this Schedule and the Cylix Master Services Agreement, the terms and conditions of this Schedule shall prevail to the extent of the conflict.

Intellectual Property Notices

This Site, the Service and all information and content, images, icons, software, design, applications and other elements available on or through the Site and provided in connection with the Service are the property of Cylix Applied Intelligence and its affiliates. They are protected by Canadian and international copyright, trademark, and other laws. The Customer's use of the Site and the Service does not transfer to the Customer any ownership or other rights in the Site or its content or the Service.

"Cylix," together with all associated graphics, logos, and slogans, is a trademark of Cylix Applied Intelligence and may not be used or reproduced without Cylix Applied Intelligence's express prior written permission.

Other product and company names and logos appearing on the Site may be registered or unregistered tradenames, trademarks and service marks of their respective owners. Any use of the trade names, trademarks, service marks and logos (collectively "Marks") displayed on the Site is strictly prohibited. Nothing appearing on the Site or elsewhere shall be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any Marks displayed on the Site.

Cylix MASTER SERVICES AGREEMENT

This Master Services Agreement is entered into between Cylix Applied Intelligence, with the contracting party identified in the applicable written order or statement of work, ("Cylix"), and the customer as defined in a Schedule forming part of this Agreement (which may be referred to as "You" or "Customer").

1. Services

1.1

The Customer agrees to subscribe to the services ("Services") offered by Cylix and its affiliates and subsidiaries as set out in any Service Schedules executed or accepted online from time to time by the Customer in accordance with the terms and conditions set out and referenced in this Master Services Agreement (the "Agreement") and the applicable Schedule(s).

2. Cylix Facilities

2.1

Cylix is the owner of all rights, titles and interests in all facilities, networks, equipment and software provided by Cylix (the "Cylix Facilities") or has obtained the right to make the Cylix Facilities available for use by the Customer from a third party and the Customer shall have no rights therein.

2.2

It is the Customer's responsibility to provide, prepare and maintain the Customer's locations, facilities, and equipment for the installation of Cylix Facilities and for Cylix to provide the Services to the Customer. Such provision, preparation and maintenance shall comply with Cylix' specifications and be at the Customer's expense.

2.3

In the event that the Customer fails to provide, prepare or maintain the locations, facilities, equipment or network for the installation of Cylix Facilities or any Cylix Services, or fails to do so in a timely manner as Cylix may deem necessary in the circumstances, Cylix shall not be liable for any resulting delay in commencing the Services or any service interruption and related damages. The Customer shall be liable for any additional costs incurred by Cylix to install or restore the Services.

2.4

The Customer shall not, without Cylix' written consent and then subject to such conditions as Cylix may require, make any alternation, addition, or repair to Cylix Facilities or permit access to Cylix Facilities by any person not approved by Cylix.

2.5

The Customer shall be responsible for the security of any loss or damage to Cylix Facilities located on the Customer's premises.

2.6

If, in connection with a particular Service or under a specific Schedule, the Customer purchases any Cylix Facilities from Cylix, the terms and conditions related thereto shall be specified in the Schedule. However, all Cylix Facilities remain the property of Cylix until Customer has paid for such Cylix Facilities in full.

3. Billing and Payment

3.1

Unless otherwise stated in this Agreement (including the applicable Schedule), Cylix will invoice the Customer by email for Services rendered in advance on a monthly basis for the Services to be provided in the said month. Recurring charges will be pro-rated for any month the Services are provided for only part of that month. Invoiced amounts are due sixty (60) calendar days from the invoice date.

3.2

Any under-billed charge shall be payable when correctly billed, provided that Cylix provides a revised invoice to the Customer within one (1) year of the date when the Service was rendered.

3.3

Cylix' invoice will include, and the Customer is responsible for, in addition to the Charges, any applicable taxes, any other charges imposed by law, interest on prior overdue invoices and charges for returned cheques.

3.4

Undisputed invoiced amounts are due sixty (60) calendar days from the invoice date. Interest accrues only after that due date at 30% per annum simple interest, equivalent to 2.5% per month without compounding, or the maximum lawful rate if lower. Interest is calculated daily on unpaid principal at the annual rate divided by 365 and is not backdated to the invoice date.

3.5

Third-party charges incurred by Cylix in connection with the Services are subject to change, and Cylix reserves the right to pass on such charges to the Customer.

3.6

If Cylix, at the request of the Customer, incurs unusual expense in the provision of a Service to the Customer, for example, and without limitation, for special construction, the Customer shall be liable for such expenses.

3.7

Cylix shall bear the expense of maintenance and repairs required due to normal wear and tear to Cylix Facilities. Cylix may charge for additional expenses incurred when the Customer requires maintenance and repair work to be performed on the Customer's facilities or any equipment or facilities leased to the Customer at Cylix' standard prevailing rates.

3.8

The Customer shall notify Cylix in writing of any invoice dispute, with supporting details, within sixty (60) calendar days of the invoice date and pay the undisputed portion by the due date. The parties shall work in good faith to resolve the dispute. Any amount determined to be payable shall be due on the later of the original due date or sixty (60) calendar days after a corrected or reissued invoice. Interest shall not accrue on a genuinely disputed amount during resolution. A delayed dispute notice does not by itself waive a right that cannot lawfully be waived.

3.9

The Customer shall be liable to Cylix for all costs and expenses incurred, including legal fees, in collecting or attempting any unpaid Charges.

4. Resale and Restrictions on Use

4.1

The Customer shall not resell the Services or otherwise make the Services available to third parties for value.

4.2

The Customer shall ensure that anyone allowed by Customer to use the Service (collectively, the "End Users") comply with the terms of this Agreement, the applicable Schedules and Cylix Acceptable Use Policy. The Customer shall be responsible for the End Users' use of the Services and the content of End User information passing through the Services to the same extent as the Customer would be liable hereunder.

4.3 The Customer shall not use the Services:

a) in any manner which interferes with the Cylix Facilities or accesses thereto by other persons;

b) contrary to reasonable instructions communicated to the Customer by Cylix;

c) for any purpose or in any manner, directly or indirectly, in violation of applicable laws or in violation of any third-party rights; or

d) in a manner to avoid the payment of Charges.

4.4

Notwithstanding anything to the contrary herein, if in Cylix' sole judgment, the Customer or the End Users violate this Article, and such violation or failure to comply poses an immediate threat of harm to or destruction of Cylix Facilities or Services, violates existing law or regulation, or puts Cylix Facilities or Services at risk with its providers of network services or other customers, Cylix shall have the right to immediately take any all steps reasonably necessary to remove a such threat, including but not limited to suspension or termination of the Services immediately and without notice.

4.5

The Customer shall indemnify and hold harmless Cylix for illegal activities caused by the Customer and End Users using Cylix Facilities and the Services. Cylix shall not: (i) have any obligation or liability to the Customer or any third party for any unlawful or improper use of the Services by Customer or an End User; nor (ii) have any duty or obligation to exercise control over the use or the content of information passing through the Services.

5. Inspection and Maintenance

5.1

Cylix may, occasionally and without notice to the Customer, upgrade, maintain, or migrate the Services or the Cylix Facilities.

5.2

In the event Cylix determines that it is necessary to interrupt the Services or that there is a potential for Services to be interrupted for the performance of system maintenance, Cylix will use reasonable commercial efforts to notify the Customer prior to such interruption. Cylix will use reasonable commercial efforts to schedule system maintenance during non-peak hours (midnight to 6 a.m. local time). In no event shall interruption for system or emergency maintenance constitute a failure of performance by Cylix.

6. Customer responsibility

6.1 The Customer is responsible, except to the extent assigned to Cylix in writing, for:

a) Maintaining the security and privacy of the Customer's property and Customer's transmissions using the Services or the Cylix Facilities; and

b) Protecting against any breaches of security or privacy or other risks involved in installing, using, maintaining or changing the Services or the Cylix Facilities

7. Term and Termination

7.1 Cylix may terminate or suspend an affected Service:

a) if the Customer fails to pay any undisputed amount when due and has not remedied such breach for a period of ten (10) business days following written notice from Cylix; or

b) if the Customer breaches a material obligation of this Agreement and a Schedule and has not remedied such breach within thirty (30) business days of receipt of written notice from Cylix;

c) immediately where any law, court order, or other authority prohibits Cylix from furnishing such Services.

7.2 Either party may terminate the Agreement:

a) if the other party breaches a material obligation of this Agreement and has not remedied such breach within thirty (30) business days of receipt of written notice from the non-defaulting party;

b) immediately if the other party commits an act of bankruptcy or insolvency, is placed into liquidation or receivership, passes a resolution for its winding up (otherwise than for the purpose of amalgamation or reconstruction) or makes any assignment or arrangement for the benefit of its creditors; or

c) upon thirty (30) business days prior written notice to other without cause during any Renewal Term.

7.3 Upon termination:

a) accrued amounts remain payable in accordance with the sixty (60) calendar day invoice terms;

b) the Customer shall immediately cease using the Services;

c) the Customer shall return to Cylix, at the Customer's expense, and make no further use of any Cylix Facilities at the Customer's premises or in the Customer's control, or any copies of any documentation or material or confidential information relating to the Services in the Customer's possession or control.

7.4

Termination of a Schedule and this Agreement through any means for any reason shall not relieve either party of any obligation accrued prior to such termination.

7.5 Any early termination fees must be expressly agreed in the written order and may include:

a) the greater of 50% of (i) the average monthly charges for the terminated Service(s) (as determined over the previous three months) multiplied by the number of months remaining in the Service Term from the effective date of termination or (ii) if applicable, the minimum monthly commitment for the terminated Service(s) for the balance of the Service Term (prorated, in the case of a yearly minimum monthly commitment) calculated from the effective date of termination;

b) any cost which Cylix is liable to continue to pay to third parties for the remainder of the applicable Service Term incurred by Cylix with the knowledge and approval of the Customer for the provision of the terminated Service(s); and

c) a lump sum representing the aggregated total of any installation, one-time or monthly recurring charges associated with the terminated Service(s) which have been waived or discounted by Cylix in consideration of the Customer's commitment to the Service Term for such Service(s).

The Customer acknowledges that the termination fees described in this Agreement represent liquidated damages, not a penalty.

8. Ownership

8.1

Ownership and use rights in Customer Data, domains, identifiers and custom deliverables are governed by the applicable written order. Each party retains its pre-existing intellectual property. No transfer of Customer-owned assets is implied by these terms.

8.2

Any software and accompanying documentation provided by Cylix to the Customer remains the property of Cylix or its licensors. The Customer shall take reasonable steps to protect such software or documentation from theft, loss, or damage. The Customer must review and agree to any applicable end-user license agreement (provided separately or in a Service Schedule) before installing or using the software or documentation. Unless otherwise provided in the applicable end-user license agreement, all software licenses will terminate upon termination of this Agreement.

9. No Warranty

9.1

Cylix DOES NOT GUARANTEE ERROR-FREE OR UNINTERRUPTED OPERATION OF THE SERVICES, NOR SHALL IT BE LIABLE FOR ANY FAILURE, BREAKDOWN, INTERRUPTION OR DEGRADATION IN A SERVICE OR IN THE NETWORK OR ANY OTHER NETWORK OR CONNECTION INVOLVED IN THE PROVISION OR USE OF SERVICES, WHATEVER THE CAUSE OF SUCH FAILURE, BREAKDOWN, DEGRADATION OR INTERRUPTION AND HOWEVER LONG IT LASTS. NEITHER Cylix NOR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS OR REPRESENTATIVES MAKES ANY WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF ANY NATURE WHATSOEVER REGARDING ANY SERVICE, PRODUCT OR Cylix FACILITIES PROVIDED BY Cylix TO THE CUSTOMER, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO: (I) FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY WITH RESPECT TO THE SERVICES; (II) NETWORK TRANSMISSION CAPACITY; (III) THE SECURITY OF ANY TRANSACTION; (IV) THE FAULT TOLERANCE OF THE SERVICES OR THE SUITABILITY OF SAME FOR HIGH-RISK ACTIVITIES; OR (V) THE RELIABILITY OR COMPATIBILITY OF THE Cylix FACILITIES AND EQUIPMENT OR SOFTWARE OF THIRD PARTIES WHICH MAY BE UTILIZED BY Cylix IN PROVIDING, OR BY THE CUSTOMER IN USING, THE SERVICES, AND ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, ARE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY EXCLUDED. THE CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE MADE BY Cylix.

10. Limitation of Liability

10.1

For the purposes of this Article 10 and Articles 11 and 12, "Cylix" shall include Cylix, any affiliated or subsidiary companies of Cylix, and the directors, officers, employees, consultants, contractors, and agents of all of them.

10.2

Except with regard to direct damages to real or tangible personal property, or for bodily injury or death proximately caused by Cylix' negligence, Cylix' entire liability to the Customer, the End Users or any third party in connection with the Services(s) and Cylix Facilities or the provision or non-provision thereof is limited to the Customer's proven direct damages, the such amount not to exceed per claim (or in the aggregate during any three (3) month period) the amount paid by the Customer for one month of the affected Service(s)) (such amount to be based on average monthly charges paid by the Customer over the six (6) months prior to the month in which the damages were incurred or the length of the Agreement, whichever is less).

10.3 Subject to express obligations in the written order and applicable law, Cylix is not responsible to the extent loss is caused by:

a) defamation or copyright or trademark infringement or the violation of any third-party rights arising from the use of the Services or material transmitted or received over Cylix' network;

b) infringement of patents arising from combining or using Customer or End User equipment with the Services or Cylix Facilities;

c) any act or omission of any connecting carrier, underlying carrier, local exchange telephone company, local access provider, or acts or omissions of any other providers of connections, facilities (including equipment), or services other than Cylix', which are used by Cylix, the Customer or the End Users under this Agreement;

d) delays with respect to the installation of Services or the transfer of existing Services;

e) capacity shortages not directly caused by Cylix;

f) any unauthorized use of the Services;

g) Service interruptions, errors, delays or defects in transmission or failure to transmit caused by power fluctuations or power failure at the Customer's or the End User's location(s);

h) Service interruptions, errors, delays or defects in transmission or failure to transmit caused by Cylix in the performance of a system or emergency maintenance under Section 5.2 hereof; or

i) Service interruptions, errors, delays or defects in transmission or failure to transmit caused by an act of God, fortuitous event, war, insurrection, riot, strike, walkout, lockout or other labour unrest affecting Cylix or its suppliers, storm, fire, flood, explosion, lightning, government restraint, delays in producing supplies, shortages of suitable labour, equipment or materials, power shortages or interruptions or any other event beyond the reasonable control of Cylix.

10.4

UNDER NO CIRCUMSTANCES SHALL Cylix BE LIABLE FOR ANY LOSS, COST, CLAIM, OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, LOST SAVINGS, LOST PROFITS, DAMAGES FOR HARM TO BUSINESS, ANTICIPATED REVENUE OR LOST REVENUE OR THE LOSS OF ANY DATA/INFORMATION) SUFFERED OR INCURRED BY THE CUSTOMER OR ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO THE END USERS) AND ARISING OUT OF ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE SERVICES OR OUT OF ANY INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION CONTAINED IN THE SERVICES WHETHER OR NOT Cylix HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.5

Cylix will not be liable for any damages arising out of or relating to: facilities, equipment, software, applications, services or content provided by the Customer, the End Users or third parties; unauthorized access to or theft, alteration, loss or destruction of the Customer's, the End User's or third parties applications, content, data, programs, information, network or systems by any means (including without limitation viruses); or any act, omission or failure of the Customer.

10.6

In no event shall Cylix be liable for the use of the Services by the Customer, the End Users or any third party for unlawful or illegal purposes.

10.7

These limitations of liability shall apply regardless of the form of action, whether in contract, warranty, strict liability, or tort, including without limitation negligence of any kind, whether active or passive, or any combination thereof, and shall survive failure of an exclusive remedy.

11. Liability of the Customer

11.1

For the purposes of this Article and Articles 10 and 12, "Customer" shall include the Customer and any affiliated or subsidiary companies of the Customer, and the directors, officers, employees, consultants, contractors and agents of all of them.

11.2

The Customer shall be liable to Cylix for all damages caused to real or tangible personal property or for bodily injury or death caused by the Customer or an End User.

11.3

UNDER NO CIRCUMSTANCES SHALL THE CUSTOMER BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES, INCLUDING DAMAGES FOR HARM TO BUSINESS, LOST PROFITS, LOST SAVINGS OR LOST REVENUES, WHETHER OR NOT THE CUSTOMER HAS BEEN ADVISED OF SUCH DAMAGES.

12. Indemnity

12.1

The Customer shall defend, indemnify and hold harmless Cylix from and against all damages, liabilities, obligations, losses, injuries, claims, demands, penalties, costs and expenses (including reasonable legal fees and disbursements) arising from any and all claims by any person, including without limitation any End User, based on: the content of any transmissions by the Customer or any End User using the Services; the use of the Service by the Customer or any End User, including without limitation, in contravention of the restrictions outlined in Article 4; the Customer's or an End User's facilities or connections provided by the Customer or an End User; or the breach by the Customer or any End User of any term, condition or warranty of the Agreement.

13. Confidentiality of information

13.1

Each party shall protect the other party's non-public business, technical and personal information and use it only for the agreement's purposes. Disclosure is permitted only to authorized recipients who need the information for those purposes and are subject to confidentiality duties, or as permitted or required by law. The permitted disclosures below remain subject to those restrictions and applicable privacy law.

a) the Customer;

b) a person who, in the reasonable judgment of Cylix, is seeking the information as an agent of the Customer;

e) an agent retained by Cylix to evaluate Customer's creditworthiness, to assist in the collection of the Customer's account, or to perform other administrative functions, provided the information is required for and is to be used only for that purpose;

f) a law enforcement agency whenever Cylix has reasonable grounds to believe that the Customer has supplied false or misleading information or is otherwise involved in unlawful activities;

g) a public authority or agent of a public authority, for emergency public alerting purposes, if a public authority has determined that there is an imminent or unfolding danger that threatens the life, health or security of an individual and that the danger could be avoided or minimized by disclosure of information; or

13.2

For further information about how a Customer's personal information is treated, please see the Cylix Privacy Policy.

14. Dispute Resolution

14.1

Prior to initiating an arbitration, the parties shall first use good faith efforts to resolve any dispute informally and confidentially. If a dispute cannot be resolved or settled informally, it shall be settled and determined by arbitration pursuant to the laws of Ontario. At any time, either party may give the other written notice of its desire to submit the dispute to arbitration, stating with reasonable particularity the subject matter of the dispute. Within five (5) business days after receipt of such notice, the parties shall appoint a single arbitrator to arbitrate the dispute. Suppose the parties are unable to agree upon an arbitrator. In that case, the parties shall apply to a court of competent jurisdiction to appoint an arbitrator and agree to be bound by such appointment. The costs of the arbitration shall be paid as determined by the arbitrator. The award of the arbitrator shall be final and binding upon the parties.

15. General

15.1

Cylix will not be liable to the Customer by reason of any failure in performance under this Agreement (other than a failure to pay money) if such failure arises out of causes beyond the reasonable control of Cylix, provided Cylix makes reasonable efforts to limit or remedy such effect. Such causes may include but are not limited to acts of God, acts of the public enemy, acts of civil or military authority, fires, strikes, unavailability of energy sources, delay in transportation, riots or war.

15.2

Cylix Applied Intelligence

Contact: the contact form at https://cylixsolutions.com/contact

The Customer: as set out in the applicable Schedule

or to such other person or address as notified in writing by a party from time to time.

(a) if delivered personally or by overnight and express courier, on delivery;

(b) if sent by prepaid registered post, five (5) business days after the date of posting unless actually received earlier;

15.3

Governing Law. This Agreement is governed by Ontario law and applicable federal Canadian law, subject to mandatory laws that cannot be excluded. Ontario courts have jurisdiction to support arbitration, grant interim relief, and review or enforce an award, and for matters that cannot lawfully be arbitrated.

15.4

Entire Agreement. This Agreement, together with all schedules attached hereto from time to time, contains the entire contractual arrangements between the parties with respect to the subject matter of this Agreement and supersedes all other communications, negotiations, correspondence, arrangements, understandings, or representations, oral or written, between the parties relating to same.

15.5

Severability. Any provision of this Agreement that is unenforceable at law will be ineffective to the extent of such unenforceability without invalidating the remaining provisions of this Agreement. It is the intention of the parties that any provision found to be illegal or unenforceable should not be terminated but should be amended to the extent necessary to render it valid and enforceable.

15.6

Relationship of Parties. The relationship between Cylix and the Customer is that of independent contractors. Neither this Agreement nor the provision of Services by Cylix creates, nor shall be deemed to create, an agency, partnership, joint understanding or joint venture between Cylix and the Customer. The Customer does not have, and will not hold itself out as having, any authority to act for or create any obligation of, or make any representation on behalf of or in the name of Cylix. No agents or employees of the Customer shall be deemed to be agents or employees of Cylix.

15.7

Waiver. No failure by Cylix to exercise any right under this Agreement or to insist upon full compliance by the Customer with its obligations under this Agreement will constitute a waiver of any provision of this Agreement.

15.8

Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Cylix may, without the Customer's consent, assign: (i) its right to receive payment hereunder; (ii) this Agreement to an affiliate; or (iii) this Agreement in connection with the sale of all or substantially all of its assets. This Agreement will be binding upon and will ensure to the benefit of the parties and their respective successors and permitted assigns.

15.9

Order of Preference. In the event of a conflict between this Agreement and any other Schedule attached hereto by reference, the terms and conditions of the applicable Schedule will prevail to the extent of the conflict.

15.10

This Agreement has been drawn up in the English language at the express request of the parties.

16. Modifications

Updates posted on the website apply prospectively. They do not amend an active written agreement without the parties' agreement, except under a change process expressly included in that agreement. Privacy changes remain subject to applicable notice and consent requirements.

17. Contacts and Questions?

If you have any questions about this Agreement, please contact Cylix through the contact form at https://cylixsolutions.com/contact.

For the purposes of this Privacy Policy, "Cylix" means Cylix Applied Intelligence and its affiliates and subsidiaries.

Purpose

Cylix recognizes that its customers value the privacy of their personal information. This Policy is intended to provide information to our customers when making decisions to provide personal information to us.

Personal Information and Our Commitment

Personal information is information about an identifiable individual that may include your name, email address, mailing address, phone number, financial information and birthday. Cylix fully supports and follows the federal government's Personal Information Protection and Electronic Documents Act and any similar provincial legislation that governs commercial organizations dealing with personal information. Cylix is pleased to provide information about its practices in respect of personal information consistent with the Ten Principles of Privacy Protection upon which the federal legislation is based.

Principle 1 – Accountability

Cylix will be responsible for personal information under its control, including personal information that has been transferred to a third party for processing.

Principle 2 – Identifying Purposes

to provide service(s) and/or products to customers;

to provide a positive customer experience, to communicate with customers and manage customer accounts (which will include, but not be limited to: billing, collection, advertising, promotion, and account verification and which may be facilitated through a Cylix affiliated company);

to evaluate customers' financial status and eligibility for credit;

to identify customer needs and preferences;

to meet legal and regulatory requirements;

to administer and manage its business operations; and

as otherwise required or permitted by law.

Cylix will identify collection purposes at the time of collection. Where a partner independently collects, uses or discloses personal information, its role and purposes will be disclosed and any consent required by law will be obtained.

Principle 3 – Consent

Cylix will obtain your consent for the collection, use or disclosure of your personal information, except in certain circumstances, as permitted by the law. The form of consent may vary and may include, but is not limited to, oral consent when collected over the telephone or online consent via check-off boxes at the time of registration or when an individual uses a product or service. To make the consent meaningful, the purposes will be stated in such a manner that the individual can reasonably understand how the information will be used or disclosed.

In certain circumstances, personal information may be collected, used, or disclosed without the consent of the individual. For example, where the collection of personal information is clearly in the interests of the individual and consent cannot be obtained in a timely way; where personal information is used in the case of an emergency that threatens the life, health or security of an individual; where the collection of personal information with that person's knowledge or consent might compromise the availability or accuracy of the information, and the collection relates to the investigation of a breach of an agreement or contravention of law; and where personal information is disclosed for debt collection purposes or to comply with a subpoena, warrant or court order.

You may withdraw your consent at any time, subject to legal or contractual restrictions and reasonable notice. Please contact the contact form at https://cylixsolutions.com/contact for information on how you may withdraw your consent.

Principle 4 – Limiting

Cylix will limit the collection of your personal information to that which is necessary for the purposes identified by Cylix at the time we ask you for your information and as identified in this Privacy Policy. Cylix will collect personal information by fair and lawful means.

The Site uses a feature of the Internet web browsers called a cookie, which is a file that is sent to your browser from the Site's computers and stored on your computer's hard drive. A cookie assigns a unique identification code to your computer in order to collect anonymous information. On this Site, cookies are used to help us track visitors, conduct research and improve our content and services.

Cookies and related technical identifiers may constitute personal information when linked to an identifiable individual. Their use is subject to applicable disclosure and consent requirements.

You may set your Internet web browser to notify you when you receive a cookie or to prevent cookies from being sent. If you prevent a cookie from being sent, you may limit the functionality of the Site.

Principle 5 – Limiting Use, Disclosure and Retention

Cylix will not use or disclose your personal information for purposes other than which it was collected, except in cases such as those that fall under the circumstances described above where consent may be inappropriate. Personal information will be retained only as long as necessary for the fulfillment of those purposes or as otherwise required or permitted by law.

Principle 6- Accuracy

Cylix will take steps to help ensure that your personal information will remain as accurate, complete and up-to-date as is reasonably necessary for the intended purposes.

The extent to which personal information will be updated will depend upon the use of the information, considering the interests of the individual. Information will be sufficiently accurate, complete, and up to date to minimize the possibility that inappropriate information may be used to make a decision about the individual.

Principle 7 – Safeguards

Cylix shall protect your personal information with security safeguards reasonably appropriate to the sensitivity of the information in order to protect against loss or theft, unauthorized access, disclosure, copying, use or modification. These safeguards are physical (for example, locked filing cabinets and restricted access to offices); organizational (for example, security clearances and limiting access on a "need to know" basis); and technological (for example, passwords).

Cylix makes its employees aware of the importance of maintaining the confidentiality of personal information. Cylix employees are governed by non-disclosure obligations. These obligations prohibit the disclosure or use of any confidential or personal information except in accordance with this Privacy Policy.

Principle 8- Openness

Through this publicly available document, Cylix has made readily available specific information about its privacy policies and practices and about the type of personal information Cylix collects. Please feel free to download or print this Policy.

Principle 9- Individual Access

Upon written request, Cylix will inform you of your personal information's existence, use and disclosure and provide access to that information. You will be able to challenge the accuracy and completeness of the information and have it amended as appropriate. For your protection, federal and provincial legislation requires that any request for access or request to amend personal information be made in writing.

In certain circumstances, Cylix may not be able to provide you access to your personal information. Where permitted, the reasons for denying access will be provided to you. Exceptions to the grant of an access request may include: information that contains references to other individuals or contains confidential information, where such information cannot be severed from the record; information protected by solicitor-client privilege; information properly collected without the knowledge or consent of the individual for purposes related to investigating a breach of an agreement or a contravention of law; information generated in the course of a formal dispute resolution process; and as required or permitted by law.

Principle 10- Challenging Compliance

Please get in touch with Cylix at the contact form at https://cylixsolutions.com/contact for information on how you may address concerns, questions or a complaint about our compliance with the above principles. The person or persons accountable for compliance with this Privacy Policy may seek external advice where appropriate before providing a final response to individual complaints. Cylix shall investigate all complaints.

Effective Date

Last updated 3 November 2026. Material privacy changes will be communicated and consent obtained where required by applicable law.

When using Cylix Applied Intelligence Products and Services, including AI platforms, agents, data systems, HPC, enterprise infrastructure and managed services, the Customer shall comply with this Acceptable Use Policy and applicable law.

For the purposes of this Acceptable Use Policy, "Cylix" means Cylix Applied Intelligence and its affiliates and subsidiaries. A "Customer" is an individual or organization with a service agreement or contract with Cylix for the use of the Services or otherwise uses the Services.

1. Consequences of Breach of this Acceptable Use Policy

If the Customer engages in any of the prohibited activities described below, it may, at the sole discretion of Cylix and without notice to the Customer, result in the immediate (1) restriction, suspension or termination of the Customer's use of the Services without compensation to the Customer, (2) blocking or filtering of the Customer's content, data or materials, (3) application of complaint processing fees, disconnection fees and additional service charges to the Customer's account, (4) deletion of the Customer's content, data or materials from Cylix' servers, or (5) involvement of law enforcement agencies. Such activities may also result in civil or criminal liability. The foregoing applies notwithstanding any language or term to the contrary contained in any agreement that the Customer may have with Cylix.

The Customer is responsible for using the Services by any third party who directly or indirectly utilizes the Services provided by Cylix to the Customer, whether or not such use has been authorized by the Customer.

2. Disclaimer and Assumption of Risk

Notwithstanding this Acceptable Use Policy, the Customer uses the Services at its own risk. These risks include, among other things, credit card theft, identity theft, fraud, solicitation, stalking, invasion of privacy, unwanted receipt of offensive or obscene material, trespass to chattels or denial of service attacks. Cylix expressly disclaims any obligation to monitor its Customers and other users with respect to violations of this Acceptable Use Policy. Cylix accepts no responsibility, whether in contract, tort or otherwise, for any damage sustained by the Customer or any users using the Services.

3. Cooperation with Other Providers and Law Enforcement Authorities

Cylix may cooperate with other online service providers to discourage and resist abuses of acceptable use policies. Cylix reserves the right to report illegal activities to governmental authorities and to assist them in any prosecution.

4. Criminal Offences

Communicating hatred

Pyramid selling

Unauthorized use of a computer

Mischief in relation to data

Fraud

Defamatory libel

Obscenity

Child pornography

Harassment/stalking

Uttering threats

5. Civil Offences and Violations of the Rights of Others

Trade-mark infringement

Patent infringement

Misappropriation of trade secrets

Defamation

6. Other Prohibited Activities

Scanning or probing another computer system.

Obstructing or bypassing computer identification or security procedures.

Engaging in unauthorized computer or network trespass.

Maintaining a relay service open to the general public.

Engaging in denial-of-service attacks.

Posting, uploading, reproducing, distributing or otherwise transmitting any data, information or software that constitutes a virus, Trojan horse, worm or other harmful or disruptive components.

Exporting equipment, software, or data outside Canada or the U.S. can contravene applicable export control legislation.

Falsifying address information, modifying message headers to conceal the Customer's identity or impersonating others for the purpose of circumventing this Acceptable Use Policy.

Posting, uploading, reproducing, distributing, otherwise transmitting, or collecting responses from unauthorized or unsolicited duplicative e-mail messages, junk or bulk e-mail messages, chain letters, newsgroup postings or other "spam."

Engaging in any conduct that directly or indirectly encourages, facilitates, promotes, relies upon or permits the foregoing prohibited activities, including, without limitation, failing to implement reasonable technical or administrative measures to prevent spam, viruses and worms.

7. Indemnification

The Customer will indemnify and hold harmless Cylix from all demands, claims, proceedings, awards, actions, damages, losses, costs, charges and expenses, including legal fees, incurred by or made against Cylix, which result from or relate to violation by the Customer of this Acceptable Use Policy. The Customer shall give Cylix prompt notice of any such demand, claim or proceeding that the customer knows of.

8. Modifications

9. Contacts and Questions?

If you have any questions about this Acceptable Use Policy or to report any Internet abuses, please contact Cylix through the contact form at https://cylixsolutions.com/contact.

Terms and Conditions

1. Use of Service

The Customer agrees that it will not resell or transfer the Services to any other person for any purpose.

The Services and any equipment are provided to the Customer for the Customer's conventional Business use and should not be used in any other way or for any other purpose.

Cylix may restrict affected access where reasonably necessary to address unlawful use, a material breach or an urgent security risk, subject to the applicable written agreement and notice where practicable.

The Site and the Service are provided on an "as is" and "when available" basis and without any representations.

2. Computer System Requirements

It is the Customer's responsibility to provide, prepare and maintain the locations and facilities for installing Cylix' facilities necessary for Cylix to provide the Services to the Customer, including ensuring that its computer meets the minimum system requirements based on its usage and needs. Such provision, preparation and maintenance shall comply with Cylix' specifications and be at the Customer's expense. Please refer to the following link for additional information at https://cylixsolutions.com/.

Suppose the Customer fails to provide, prepare or maintain the locations and facilities for installing Cylix' facilities or fails to do so in a timely manner as Cylix may deem necessary in the circumstances. In that case, Cylix shall not be liable for any resulting delay in commencing the Services or any service interruption and related damages. The Customer shall be liable for any additional costs incurred by Cylix to install or restore the Services.

3. 3rd Party Software and Downloads

Cylix is not responsible for third-party software downloads or hardware installed by the Customer, which alters the Service connection or the Customer's computer configuration or prevents Internet connection, speed, or service.

Cylix is not responsible for any spyware, malware, or virus the Customer contracts on its computer from using the World Wide Web.

4. Equipment

The Customer may purchase or rent equipment ("Equipment") from Cylix in connection with the Services.

The Equipment shall be located and used only at the equipment location designated by the parties in writing (the "Equipment Location"). The Customer shall cause the Equipment to be operated in compliance with the manufacturer's general operating specifications, standards, and all applicable laws.

The Customer will not sell, lease or otherwise dispose of the Equipment (or any part thereof) and will keep the Equipment free of all encumbrances. In the case of Equipment purchase, the Customer may sell, lease, or otherwise dispose of the Equipment after all amounts owing have been satisfied.

The Customer will always use the Equipment only as it is designed and as a prudent and careful owner would.

The Customer will bear the risk of loss, destruction, or confiscation of the Equipment from the time the Equipment is delivered to the Equipment Location. The Customer is responsible for insuring the Equipment as of the date of such delivery.

Software is licensed on an "as is" basis. The Customer's right to use any software programs included with the Equipment shall be subject to the license terms and conditions specified by the suppliers of such software programs. If required by such suppliers, the Customers shall sign software license agreements with such suppliers in the form they require.

Upon the occurrence of any default, Cylix shall have the following remedies: (i) to retain all payments made by the Customer as liquidated damages; (ii) to enter upon the Equipment Location and remove all or any part of the Equipment; (iii) to sell, lease or otherwise dispose of the Equipment for the account of the Customer, the Customer to be liable for the cost of any repair or deficiency; (iv) at its option, to retain all or any part of the Equipment in satisfaction of the Customer's indebtedness; (v) to enjoy and exercise all of the rights and remedies of a secured party under applicable personal property security legislation. All remedies are cumulative and enforceable by Cylix successively or concurrently.

5. Technical Support

Technical assistance, maintenance and support are provided on the scope, hours and service levels stated in the applicable written order or support agreement.

Support for third-party services, hardware, software and integrations is provided only to the extent included in the applicable written order or support agreement.

6. Service Term

Services will be provided for the period set out above.

7. Service Cancellation

Termination and termination charges will be in accordance with the termination provisions outlined in the Cylix Master Services Agreement.

Upon termination, rental equipment must be returned in accordance with the applicable written order, including its return deadline, condition requirements and any agreed charges for loss or damage.

8. Service Specifications

Performance specifications, capacity, dependencies and any measurable service commitments will be stated in the applicable written order or service level agreement.

Cylix shall use reasonable efforts to deliver and install the Service by the activation date. However, delays may occur due to such factors as the Customer's availability or the acts or omissions of third-party suppliers or providers. Cylix does not guarantee that Services will be delivered and installed by the activation date.

9. Service Interruption Credit

Availability commitments, outage reporting, maintenance exclusions, service interruption credits and the process for claiming a credit are governed by the applicable written service level agreement. No generic credit formula applies to all Services.

The Customer shall request any service credit within the period specified in the applicable service level agreement.

10. Installation

Installation scope, responsibilities, access requirements and fees are those specified in the applicable written order.

11. Billing and Fees

Refunds and any non-refundable charges are governed by the applicable written order, subject to applicable law.

The Customer is responsible for all taxes now or enacted in the future for the use of the Services.

If the Customer is paying by credit card and the credit card expires, the Customer's billing address changes or the card is cancelled and replaced due to loss or theft, the Customer must advise Cylix before the next invoice is due.

If paying by credit card, the Customer's initial use of the Service authorizes Cylix to charge the credit card account number on file with Cylix for fees and taxes. This authorization will remain valid until thirty (30) days after the Customer provides Cylix with notice of its intention to terminate its subscription to the Service or until the final amounts owing on the account can be charged to the customer's card.

If payment is declined in any form, the Services may be suspended until paid. Cylix shall not be liable for any costs, damages, delays, interruptions, or claims arising from any suspension or termination by Cylix of any Service caused by non-payment by the Customer.

A cancellation or transition charge applies only if expressly agreed in the applicable written order.

12. Shipping and Handling

Unless expressly stated, shipping is not included with any orders or returns. The Customer agrees to pay for all shipping and handling of equipment and any fee or charge for the Service.

13. Intellectual Property Notices

The Site, the Service and all information and content, images, icons, software, design, applications, and other elements available on or through the Site and provided in connection with the Service are the property of Cylix Applied Intelligence and are protected by Canadian and international copyright, trademark, and other laws. The Customer's use of the Site and the Service does not transfer any ownership or other rights in the Site, its content, or the Service. "Cylix," together with all associated graphics, logos, and slogans, is a trademark of Cylix Applied Intelligence and may not be used or reproduced without Cylix' express prior written permission. Other product and company names and logos appearing on the Site may be registered or unregistered trade names, trademarks, and service marks of their respective owners. Any use of the trade names, trademarks, service marks, and logos (collectively "Marks") displayed on the Site is strictly prohibited. Nothing appearing on the Site or elsewhere shall be construed as granting by implication, estoppel or otherwise, any license or right to use any Marks displayed on the Site.