Terms and Conditions

The following enrollment terms govern participation in the program and services presented by Follosoft. Please read these terms carefully. By accessing and using the Program Portal, the Software, or the Services, the User agrees that such use is governed by these terms and conditions, together with the Terms of Use, the Privacy Policy, and any applicable Program Materials made available by Follosoft.

These terms and conditions of use ("Agreement") sets forth the terms of conditions under which 9263-7040 Québec Inc., doing business as SYSTÈME DE SUIVI FOLLOSOFT ("Provider"), will provide the client ("User") having entered into an agreement for the use of Follosoft ("Software") as a software as service ("Service"), subject to the terms of conditions herein. By accessing and using the Service provided by the Provider, the User expressly acknowledges that they have read, understood, and agreed to be bound by the Agreement, together with the Provider's Privacy Policy and the Program portal, as they may be amended from time to time. The User further agrees that, by doing so, the User becomes a party to the terms of the Agreement and are legally bound thereby. The Provider may, at its sole discretion, modify these terms of use of the Agreement at any time without prior notice. All modifications are effective immediately upon posting, and the User shall be deemed to have accepted and be unconditionally bound by any such modifications through continued access or use of the Service. If the User does not agree to all the terms and conditions herein (including any future modifications), the User must not access or use the Service. The User's access to and use of the Service, including any content, features, or materials made available through it (collectively, the "Program Materials"), are governed by these the terms of this Agreement, the Privacy Policy, and any additional conditions stated at the time of participation or interaction with the Service.

The following definitions apply throughout this Agreement and shall have the same meaning whether used in the singular or plural. These definitions are intended to facilitate clarity and consistency in interpreting the rights and obligations of the parties.

• Agreement: These Terms of Use and any documents incorporated by reference.
• Provider: 9263-7040 Québec Inc., doing business as SYSTÈME DE SUIVI FOLLOSOFT.
• User: The individual or entity who enters into this Agreement and/or uses the Service.
• Software: The Follosoft platform provided by the Provider.
• Service: The provision of the Software as a Software-as-a-Service solution.
• Privacy Policy: The Provider's data protection and privacy policy, available through the Service or Provider's website, which outlines how personal information is collected, used, stored, and shared, and forms an integral part of this Agreement.
• Login Credentials: User or Agent specific access details, including usernames and passwords.
• Program Materials: Any content, features, documentation, or materials made available via the Service.
• User Content: Any information, documentation, media, files, or data uploaded, submitted, or otherwise made available through the Software by the User.
• Confidential Information: All non-public, proprietary, or sensitive information disclosed by either Party in connection with this Agreement.
• Term: The duration of this Agreement, including the Initial Term, Seasonal Term, and any Renewal Term.
• Annual Term: The one (1) year period beginning on the date the User first accesses or uses the Software.
• Monthly Term: The one (1) month period beginning on the date the User first accesses or uses the Software.
• Seasonal Term: The fixed six-month period from November through April during which the Software is primarily provided.
• Renewal Term: A twelve (12) month renewal period that automatically follows the end of the Seasonal Term unless canceled in accordance with this Agreement.
• Fees: The amounts payable by the User to the Provider under this Agreement.
• Indemnified Parties: The Provider, its affiliates, officers, directors, employees, agents, licensors, service providers, and subcontractors, who are entitled to indemnification under this Agreement.
• Third-Party Services: Any services, software, applications, websites, platforms, content, tools, or data sources that are provided by entities other than the Provider and may be linked to, integrated with, or accessed through the Service.
• Agent: Any individual authorized by the User to access and use the Service under the User's account, including employees, contractors, or representatives acting on behalf of the User, it being understood that each Agent shall be deemed to have accepted and shall be bound by the terms and conditions of this Agreement as if they were the original User.

Subject to compliance with the terms of this Agreement, with applicable laws and full payment of applicable fees, the Provider grants the User a personal, revocable, limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, licence ("Licence") to use the Service for which the User has been provided login credentials ("Login credentials") solely for the User's internal business purposes, and strictly in accordance with the provisions of this Agreement. The User may create additional user profiles under the same account for its authorized Agents, provided that each such Agent shall be deemed to have agreed to, and shall be bound by, the terms and conditions of this Agreement as if they were the original contracting party ("Agent").

The License granted herein applies solely to the version of the Software made available to the User and includes any updates, patches, enhancements, maintenance releases, and future versions made available by the Provider during the subscription term. The Licence is limited to a single User unless otherwise expressly authorized in writing by the Provider. The Licence is restricted to use of the Software in its unmodified form, solely via the interfaces and functionalities provided by the Provider.

The User shall not, and shall not permit or assist any third party to:

• Circumvent or attempt to circumvent any technical limitations, user limitations, or access restrictions embedded in or associated with the Software.
• Copy, reproduce, publish, display, disclose, sell, rent, lease, loan, distribute, sublicense, outsource or create derivative works from the Software or any part thereof;
• Reverse engineer, decompile, disassemble, modify, adapt, or attempt to derive source code or underlying structure from the Software;
• Transfer, assign, lease, resell, or otherwise provide any rights to the the Software to any third party or similar arrangements;
• Use the Software to create competing software, products, components, or services or otherwise use it in a manner that competes with the Provider;
• Engage in any activity that degrades, disrupts, interferes with, or compromises the Software or the experience of other users;
• Breach any applicable laws, rules, or regulations, or infringe on the intellectual property, privacy, publicity, or other rights of any third party;
• Upload, transmit, or introduce into the Software any malicious code, malware, disabling code, or harmful content;
• Use the Software or any portion thereof for the benefit of any other person or entity, including providing shared access or automated data scraping;
• Attempt to circumvent any access restrictions, usage limitations, authentication mechanisms, or monitoring features.
• Use the Software and/or any related materials for the purpose of designing, developing, producing, distributing, or marketing a competing, equivalent, or substitute software;
• Use the Software for any purpose not expressly authorized under this Agreement or outside the scope of permitted use;

To the extent the User is provided the ability to upload, submit, or otherwise make available any information, documentation, media, files, or data through the Software (collectively, "User Content"), the User represents, warrants, and agrees that:

• All User Content is free from viruses, malware, disabling code, and any other harmful elements;
• No User Content is unlawful, offensive, defamatory, obscene, or otherwise objectionable;
• The User owns or has all necessary rights, licenses, and consents to submit and use such User Content and to grant the rights specified herein;
• The User Content does not infringe the intellectual property rights, privacy rights, or any other legal rights of any third party;
• The User grants the Provider a limited, non-exclusive, royalty-free, worldwide license to host, store, display, and use the User Content solely for the purpose of providing and operating the Service.

User Content will be handled in accordance with the Provider's Privacy Policy, which forms an integral part of this Agreement. The User is responsible for reviewing and complying with the Privacy Policy in relation to any personal data submitted through the Software.

Any unauthorized use or transfer of the Software shall be deemed a breach of this Agreement and may result in immediate suspension or termination of the Licence without notice, in addition to any other legal or equitable remedies available to the Provider.

The User acknowledges and agrees that the Provider and/or its licensors are and shall remain the sole and exclusive owners of all rights, title, and interest in and to the Software, the related documentation, and all copies, updates, enhancements, modifications, and derivative works thereof, whether or not created in connection with this Agreement.

The Provider and/or its licensors retain all Intellectual Property Rights related to the Software. For the purposes of this Agreement, "Intellectual Property Rights" shall mean any existing or future rights in and to:

• patents, patent applications, inventions, copyrights (including moral rights), trade secrets, trademarks, service marks, trade names, logos, industrial designs, domain names, proprietary software (including source code, object code, and executable files), compilations, databases, technical data, processes, formulas, know-how, algorithms, engineering methods (including reverse engineering), technical documentation including but not limited to program content, procedures, concepts, and improvements thereto; and
• any registrations, applications for registration, renewals, extensions, continuations, or reissues of the foregoing, in any jurisdiction, whether registered or unregistered.

Nothing in this Agreement shall be construed as transferring any ownership rights to the User. Except for the limited license expressly granted in Section 2 of this Agreement, no other rights are granted, whether by implication, estoppel, or otherwise.

The User agrees to treat the Service and/or any related materials as proprietary material and shall not:

• Use the Service and/or any related materials for the purpose of designing, developing, producing, distributing, or marketing a competing, equivalent, or substitute software;
• Provide, share, rent, sell, loan, sublicense, outsource, or otherwise make the Software or Documentation available, directly or indirectly, to any third party, including contractors or service providers;
• Use the Software for any purpose not expressly authorized under this Agreement or outside the scope of permitted use;
• Circumvent or attempt to circumvent any technical limitations, user limitations, or access restrictions embedded in or associated with the Software.

Any use of the Software or related materials beyond the scope of the license set forth in this Agreement constitutes an infringement of the Provider's intellectual property rights and a breach of this Agreement.

This Agreement shall commence on the date the User first accesses or uses the Software (the "Effective Date"). The Agreement shall remain in force for either:

• a one (1) year period (the "Annual Term"); or
• a one (1) month period (the "Monthly Term"),

depending on the subscription plan selected by the User at the time of registration (collectively referred to as the "Term").

Unless otherwise specified in writing by the Provider, the Term will automatically renew for successive periods of the same duration (i.e., monthly or annually, as applicable) (each a "Renewal Term"), unless the User provides a written cancellation notice at least fourteen (14) days prior to the next scheduled renewal date. Cancellation requests must be sent to support@follosoft.com.

If If the User voluntarily withdraws or discontinues use before the end of the Monthly Term or Annual Term, the User shall remain fully responsible for the payment of the entire yearly amount of the subscription, regardless of whether they subscribed on a monthly or yearly basis, and no refunds or credits shall be issued for the unused portion of the Term.

The User expressly renounces the application of article 2125 of the Civil code of Québec.

The Provider may terminate this Agreement immediately, in whole or in part, upon written notice to the Client, if the Client:

• breaches or fails to comply with any term of this Agreement and or related materials, including but not limited to the Privacy Policy or Program Materials;
• fails to pay any fees due under this Agreement or any related commercial agreement; or
• violates any usage restrictions or intellectual property terms relating to the Software;
• fails to respect the Provider's intellectual property rights, breaches the confidentiality obligations set forth in this Agreement, or violates the Provider's Privacy Policy;
• fails to pay any overdue account;
• has a pre-authorized payment refused 3 times within the same calendar year, for any reason;
• misuses the Services as per the Provider's sole discretion;
• becomes disruptive or difficult to work with, in a manner that impairs the Provider's ability to deliver the Services.

In such event, the Provider may, in its sole discretion and without prior notice, suspend, limit, or terminate the User's access to the Software. The Provider shall have no liability to the Client or any third party for any such suspension or termination. This right of termination is without prejudice to any other rights or remedies available to the Provider under law, equity, or contract.

Upon termination or expiration of this Agreement:

• The User's right to access and use the Software shall cease immediately;
• The User shall promptly discontinue all use of the Software and destroy any remaining copies in its possession or control;
• Upon request, the User shall certify such destruction to the Provider in writing.

The User and its Agents agree that any login credentials, including usernames and passwords, provided in connection with access to the Software are personal, confidential, and for the exclusive use of the User. The User and its Agents shall not share or disclose such credentials to any third party under any circumstances. The User and its Agents are solely responsible for maintaining the confidentiality of their login credentials and for all activities conducted using those credentials, whether or not such activities were authorized. The User and its Agents agree to take all necessary precautions to safeguard their credentials and shall immediately notify the Provider of any unauthorized access, use, or disclosure. Failure to comply with this provision may result in the suspension or termination of access to the Software, without limiting any other rights or remedies available to the Provider under this Agreement.

The User agrees to pay all registration fees for the Software in full and in a timely manner. All payments are non-refundable and must be made as scheduled, without interruption. The User shall pay the full amount of the applicable fees directly to the Provider, in accordance with the Provider's then-current pricing (the "Fees"). The Fees cover the authorized use, support, and maintenance of the Software during the Term.

The User is responsible for fulfilling all payment obligations under this Agreement. Regardless of whether the User selected a Monthly Term or an Annual Term, they shall remain fully responsible for the payment of the entire yearly subscription amount. No refunds or credits will be issued for any unused portion of the Term.

A service fee of $100 will be automatically applied to any pre-authorized payment, cheque, or other transaction that is refused, returned, or cancelled, for any reason.

In the event of late payment, the User must immediately provide an alternative method of payment. Interest will accrue on any outstanding balance at a rate of 2% per month, calculated from the date of default until full payment is received, without the need for further notice.

Applicable taxes (including but not limited to federal and provincial sales taxes) are not included in the Fees and will be added, where required by law. The User is responsible for paying all such taxes.

Any dispute or objection regarding an invoice issued by the Provider must be submitted in writing within thirty (30) days of the invoice date. Failing such notice within the prescribed time, the invoice shall be deemed accepted in full by the User, and no further claims, adjustments, or objections shall be permitted. The User expressly waives any right to contest charges beyond this period.

By accepting this Agreement, the User expressly authorizes the Provider to automatically charge the monthly invoice amount to the credit card provided at the time of registration or subsequently recorded in the User's account. The charged amount will correspond to the subscription fees and/or any other applicable fees under this Agreement. The User can verify the amount to be charged via the designated section in the application, based on modifications made during the month prior to the payment.After each charge, the User will receive a receipt by email indicating the amount debited and the transaction date. The User remains responsible for ensuring sufficient available credit to avoid failed payments.

If a payment attempt fails, the system will retry up to 3 times over a 72-hour period. If all attempts fail, the User's account may be suspended. After 3 payment failures within the same calendar year, the Provider may terminate the Agreement without refund or prior notice.

The User may update credit card details at any time through the customer account interface or by contacting customer support at support@follosoft.com. The User may request deactivation of automatic payments by emailing support@follosoft.com at least 15 days before the next billing date to avoid further automatic charges.

By continuing to use the Services, the User acknowledges and agrees to the recurring automatic billing terms unless explicitly modified or canceled in accordance with this clause.

The User acknowledges and agrees that the Software includes a mobile application that is designed for compatibility exclusively with Android operating systems version 9 or newer. The Software is not compatible with iOS (Apple) devices. Use of any device or operating system not explicitly supported by the Provider may result in limited or degraded functionality, for which the Provider disclaims any and all responsibility.

If the User elects to use personal tablets or mobile devices to access the Software, the Provider does not provide any hardware support for such devices and offers only limited support for the use of the Software on them. The User assumes all risks associated with the use of unauthorized or incompatible hardware, including but not limited to performance issues, data loss, and additional support costs.

If the User purchases Provider-supplied tablets that include a cellular data plan, the User agrees to comply with the data usage limitations specified by the Provider. Each SIM card included in the tablets provides for a maximum of 500 MB of data usage per calendar month. Any usage above this limit will be automatically billed at the rate of twenty cents ($0.20) per additional MB. This data usage is measured and calculated automatically by the Provider's systems and cannot be disputed. Unused data cannot be rolled over to future months, accumulated, or refunded. While an average monthly usage of 250 MB is generally sufficient for standard use of the Services, the Provider does not guarantee this sufficiency.

The User is solely responsible for all risks, costs, and liabilities associated with exceeding data limits, using incompatible equipment, or operating the Software in conditions not explicitly supported by the Provider.

In cases where a Provider-supplied tablet is found to be defective, the User must notify the Provider in writing within 30 days of delivery. The Provider will forward the tablet to the original supplier, and if the supplier acknowledges the defect and approves an exchange, a replacement unit will be issued. If the tablet is not deemed defective by the supplier, it will be returned to the User without refund or replacement. After the expiration of the 30 day period, the User must liaise directly with the tablet manufacturer, and the Provider is fully released from any further responsibility or warranty obligations. The Provider offers no warranty beyond that offered by the original manufacturer and disclaims any obligation or ability to intervene in the manufacturer's warranty process.

The mobile application and all software components, whether accessed via desktop, tablet, or mobile device, remain subject to the same Intellectual Property Rights and restrictions as set forth elsewhere in this Agreement. The Software, including but not limited to the application code, interface design, logos, images, content, documentation, and any updates or modifications thereto, is and shall remain the exclusive intellectual property of the Provider. Any unauthorized reproduction, redistribution, modification, or use of the Software or its components is strictly prohibited and may result in legal action.

Notwithstanding anything to the contrary herein, the User acknowledges that upon full payment of the applicable purchase price, ownership of any tablets supplied by the Provider (excluding any pre-installed software or applications subject to licensing terms) shall vest with the User. Accordingly, such tablets become the sole and exclusive property of the User, free of any lien or retention of title by the Provider.

However, the User further acknowledges and agrees that, upon the termination or non-renewal of the subscription to the Services, the User must promptly and permanently delete all Provider-related Software from each such tablet and effectuate a full factory reset of the device. This includes the deletion of any locally stored data, configurations, or credentials related to the Services. The Provider shall bear no responsibility for the execution or consequences of the factory reset. Furthermore, the User acknowledges that any quality assurance or warranty applicable to the tablet is strictly limited to the original manufacturer's warranty, and no additional warranties are provided by the Provider.

Failure to comply with this requirement may constitute a breach of this Agreement and result in the Provider pursuing any remedies available under law or equity. The User assumes all responsibility for ensuring the proper removal of proprietary content upon termination and releases the Provider from any liability in relation to data remaining on the tablets post-subscription.

The Provider may audit the User's use of the Software at any time and with reasonable notice. Such audits may include, but are not limited to, the verification of the number of active Users, scope of use, compliance with the terms of this Agreement, and accuracy of payments. The audit may be conducted remotely or onsite and may be carried out by the Provider or by an independent auditor appointed by the Provider. The User agrees to cooperate fully with any such audit and to provide all relevant records, access, and assistance as reasonably requested.

If an audit reveals any underpayment or unauthorized use, the User shall promptly pay to the Provider any amounts due, including the cost of the audit if the discrepancy exceeds 5% of the Fees payable. The Provider reserves all rights to pursue legal or equitable remedies in connection with unauthorized use or non-compliance identified through an audit.

The Provider represents and warrants that it has the legal right to grant the User access to and use of the Software in accordance with the terms of this Agreement. This is the sole express warranty provided by the Provider under this Agreement.

Except as expressly set out above, the Service is provided on an "as is", "as available", and "with all faults" basis. To the fullest extent permitted by applicable law, the Provider makes no representations, warranties, or conditions, express, implied, statutory, or otherwise, regarding the Software or any related documentation, including but not limited to any implied warranties or conditions of:

• merchantability;
• fitness for a particular purpose;
• title or non-infringement;
• availability, accuracy, completeness, usefulness, reliability, or timeliness;
• uninterrupted or error-free operation;
• compliance with any description or specification;
• or that defects will be corrected.

The User acknowledges and agrees that Software may not operate without interruption or be free of defects or errors and that use of Software may be affected by numerous factors beyond the control of the Provider.

Any technical information, including namely Program material, brochures, marketing materials, data sheets, or other documentation made available by the Provider through the Service, its website, or other channels are provided for convenience only and may not be accurate, current, complete, or free of errors. Such materials shall not be construed as forming part of this Agreement or as a representation or warranty of any kind.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or consumer rights. To the extent that applicable law prohibits such exclusions or limitations, they shall not apply, and this clause shall be construed to limit the Provider's liability only to the maximum extent permissible by applicable law.

The entire risk as to the use, performance, and security of the Software rests solely with the User. The User expressly acknowledges that the use of the Follosoft Services is at their own risk and that the Provider does not guarantee that the Services will operate without interruption and without errors, nor does it guarantee the results that can be obtained from the use of the Services.

The Provider, its affiliates, licensors, suppliers, subcontractors, employees, shareholders, administrators or representatives, as well as any person involved in the creation, production, supply, or distribution of the Service, cannot be held liable for any damages, direct or indirect, incidental, consequential, special, punitive, exemplary, or otherwise—including without limitation loss of revenue, loss of profit, loss of opportunity, loss of goodwill, loss of data, business interruption, or cost of replacement services—whether arising in contract, tort, strict liability, equity or otherwise, even if advised of the possibility of such damages and even if such damages are foreseeable.

The Provider, its affiliates, licensors, suppliers, subcontractors, employees, shareholders, administrators or representatives, as well as any person involved in the creation, production, supply, or distribution of the Service, also cannot be held liable for any damage, claim, lawsuit, fine, penalty, or other consequence resulting from a modification to the configuration of the Software or its update, the License or the Service, a computer virus, the content of the code or documents related to the Services, the use, validity or quality of the Services, a breakdown of the Internet or the Software, the malfunction of the Services, the transmission of telephone communication outside the hours permitted by applicable laws and regulations, the loss or destruction of data by intrusion or otherwise, or the authorized or unauthorized interception of communications or delays in their transmission or reception.

The Provider assumes no responsibility for the signing of the Snow Removal Contract with the User's customers or for its compliance. The User acknowledges that the Snow Removal Contract is a model suggested by the Provider which must be modified by the User according to their own needs. The Provider reminds the User that this contract may be subject to consumer protection or other applicable laws. Consequently, the User is responsible for consulting legal counsel to adapt the Snow Removal Contract to their legal situation. The User therefore releases the Provider from any liability with regard to the content and tenor of the contract.

The Provider only provides layout and adaptation services to the User's image.

The Provider has implemented physical and technical protections to reinforce security when using the Internet Service and ensures it maintains its internet communication tools up to date to reduce risks, but offers no guarantee to this effect.

If the User is dissatisfied with the Service, any materials, products, or services on the Service, or with any of the Service's terms and conditions, the sole and exclusive remedy is to discontinue using the Service and the materials, products, and/or services.

The User acknowledges and agrees that the limitations and exclusions of liability set out in this section constitute an essential basis of the bargain between the Parties, have been reflected in the pricing, and shall continue to apply even upon termination or expiry of this Agreement.

The Service may include links, integrations, or access to third-party services, software, applications, data sources, websites, platforms, content, or tools (collectively, "Third-Party Services") that are not owned, operated, or controlled by the Provider. These Third-Party Services are provided solely for the convenience of the User.

The User acknowledges and agrees that:

• The Provider makes no representation, warranty, or endorsement of any kind regarding such Third-Party Services, including their accuracy, availability, reliability, legality, or security.
• Access to and use of any Third-Party Services is entirely at the User's own risk and subject to the terms and conditions, privacy policies, and practices of such third parties.
• The Provider shall have no responsibility or liability whatsoever arising from or related to the User's access to or use of Third-Party Services, including any loss, damage, data breach, or other harm of any kind incurred as a result of such use.
• The Provider does not guarantee that the Service will remain compatible with, or continue to support, any Third-Party Services.
• Any issues, disputes, or claims arising in connection with Third-Party Services shall be resolved solely between the User and the relevant third party, and the User agrees not to involve the Provider in any such disputes.

The inclusion of any Third-Party Services within the Software does not imply any partnership, joint venture, agency relationship, or other affiliation between the Provider and such third parties. The Provider expressly disclaims all responsibility and liability for the functionality, quality, or content of Third-Party Services, and for any acts or omissions of such third parties.

The User agrees to indemnify, defend, and hold harmless the Provider, its affiliates, officers, directors, employees, agents, licensors, service providers, and subcontractors (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, liabilities, damages, judgments, losses, fines, penalties, costs, and expenses (including reasonable legal fees and disbursements) arising out of or relating to:

• Any breach of this Agreement, including any violation of the License, Restrictions, or Confidentiality terms;
• Any unauthorized use, misuse, or abuse of the Software or Service by the User or by any third party to whom the User has granted access (whether authorized or unauthorized);
• Any User Content submitted, uploaded, stored, processed, or transmitted through the Software, including but not limited to claims of intellectual property infringement, defamation, invasion of privacy, or violation of applicable laws or regulations;
• Any violation by the User of applicable laws, rules, regulations, or third-party rights, including but not limited to data protection, privacy, and intellectual property laws;
• Any misrepresentation, negligence, gross negligence, or willful misconduct on the part of the User or its employees, contractors, or representatives;
• Any disputes between the User and third parties, including but not limited to the User's clients or customers, arising out of the use of the Software.

The User shall not settle any claim subject to indemnification under this section without the prior written consent of the Provider, which shall not be unreasonably withheld. The Provider reserves the right to assume the exclusive defense and control of any matter subject to indemnification, and the User agrees to cooperate fully with the Provider in the defense of any such claim.

Each Party agrees to maintain the confidentiality of all non-public, proprietary, or sensitive information disclosed by the other Party in connection with this Agreement, whether communicated orally, in writing, electronically, or otherwise ("Confidential Information"). The User shall use such Confidential Information solely for the purpose of performing its obligations under this Agreement and shall not disclose it to any third party without the prior written consent of the disclosing Party.

The User acknowledges that the Service, related documentation, pricing information, system architecture, and any information concerning the Provider's services or operations constitute Confidential Information. The User undertakes to protect such information using the same level of care it uses for its own confidential information, and at a minimum, a commercially reasonable degree of care.

The Provider acknowledges that all data entered, stored, or otherwise processed by the User through the Software—including any data relating to the User's own clients—remains the sole property of the User. The Provider agrees to use such data strictly for the purpose of providing and supporting the Software and not for any other purpose. Copies may be made only as technically necessary for the provision of services or for backup purposes.

All data belonging to the User and managed by the Services is and remains the property of the User. The Provider undertakes to keep such data confidential and to refrain from making any copy thereof other than as technically required for backup purposes. The Provider undertakes to refrain from using the data in any way other than for statistical purposes or to perform its obligations under this Agreement.

The User acknowledges and accepts that the Provider collects Service usage data and information on how the User makes use of the Services. This information is used to provide the User with appropriate Services, adapt to the User's needs, understand usage trends, improve and personalize the experience, and develop relevant applications, technologies, and content.

The Provider is committed to protecting personal information and does not disclose such information to third parties without prior consent from the User, except when required by law or court order.

The Provider has implemented physical and technical safeguards to ensure the security of the information collected. However, the User acknowledges that no website, internet transmission, computer system, or wireless connection is completely secure.

The User further agrees not to disclose any software, code, documentation, products, processes, and/or contracts produced by the Provider in any form not circulating freely in the public domain and to take all reasonable measures necessary to maintain their confidentiality.

In the event of a breach of these confidentiality obligations, the User must notify the Provider within 48 hours of becoming aware of said breach.

The Provider is committed to safeguarding personal information and maintaining the confidentiality and security of any data, including personal data, uploaded, stored, or processed by the User through the Software. This includes any personal information relating to the User's own clients.

The Provider implements reasonable technical, organizational, and administrative safeguards to protect all personal data against unauthorized access, disclosure, use, or modification.

The Provider's practices regarding the handling of personal information are described in its Privacy Policy, which forms an integral part of this Agreement. By using the Service, the User acknowledges having read and agreed to the terms of the Provider's Privacy Policy, as amended from time to time. Continued use of the Software following updates to the Privacy Policy constitutes acceptance of those updates.

The User is solely responsible for ensuring that it has the necessary rights, authorizations, and consents to collect, upload, and process any personal information—including that of its own clients—through the Software.

The User acknowledges and agrees that the Provider may communicate with the User electronically, including by email, SMS (text message), in-application notifications, telephone calls, virtual meetings, or any other electronic communication method reasonably necessary for the provision of the Services.

Such communications may include, without limitation:

• appointment and product demonstration confirmations;
• appointment reminders;
• onboarding communications;
• customer support follow-ups;
• account updates;
• security notifications;
• billing and payment communications;
• invitations to training sessions, webinars, or events;
• announcements regarding new features, enhancements, or services;
• any other communications reasonably necessary for the provision or improvement of the Services.

Where the User voluntarily provides a mobile telephone number and expressly consents to receive SMS communications, the User authorizes the Provider to send text messages in accordance with applicable laws. Message frequency may vary depending on the User's interactions with FolloSoft. Message and data rates may apply based on the User's wireless carrier.

The User may withdraw consent to receive SMS communications at any time by replying STOP to any SMS message received. For assistance regarding SMS communications, the User may reply HELP or contact the Provider's customer support at support@follosoft.com.

Promotional or marketing communications will only be sent where the User's consent has been obtained, to the extent required by applicable law. Marketing emails will include an unsubscribe mechanism allowing the User to withdraw consent at any time.

The Provider does not sell, rent, or share the User's mobile phone number or SMS consent information with third parties or affiliates for their marketing purposes. This restriction does not apply to service providers acting on behalf of the Provider where such disclosure is reasonably necessary to provide the Services, provided that such service providers are bound by appropriate confidentiality and data protection obligations.

The Provider's practices regarding the collection, use, retention, disclosure, and protection of personal information are described in greater detail in the Provider's Privacy Policy, which forms an integral part of this Agreement.

This Agreement, including any documents expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, proposals, communications, understandings, or representations—whether oral or written—relating to the subject matter of this Agreement.

This Agreement sets forth the full and exclusive obligations of both the User and the Provider with respect to the Software and related services. In the event of any conflict between a clause and its heading, the heading shall be deemed to have no interpretive effect.

No general or specific terms contained in any document provided by the User (including purchase orders or other correspondence) shall form part of this Agreement or alter its scope, unless expressly accepted in writing by the Provider. The only exception to this rule is any supplemental order or quotation expressly accepted and confirmed in writing by the Provider.

Except as otherwise provided herein, this Agreement may be amended only by a written document signed by duly authorized representatives of both Parties.

The Provider reserves the right to modify the terms of the present Agreement, the Privacy Policy, or any other component of this Agreement at any time, at its sole discretion. Any such modification shall become effective upon written notice to the User, including by email or through the Software. Continued use of the Software following such notification constitutes the User's acceptance of the amended terms.

All rights, remedies, and powers of the Provider under this Agreement are cumulative and not alternative, and the exercise of one does not preclude the exercise of any others.

No failure or delay by either Party in exercising any right or remedy under this Agreement shall constitute a waiver of such right or remedy or preclude any further or future exercise thereof.

Headings are for convenience only and do not affect interpretation. Each provision of this Agreement shall be interpreted fairly and not strictly for or against either Party.

If any provision of this Agreement is found to be invalid, unenforceable, or contrary to law by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

This Agreement binds the Parties and their respective successors, heirs, executors, legal representatives, administrators, and permitted assigns. The User may not assign, transfer, delegate, sub-license, or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the Provider. Any unauthorized assignment shall be null and void.

The Provider may use the User's name, logo, and general reference to its use of the Software for promotional or marketing purposes, including in proposals, presentations, and other commercial materials, unless the User provides written notice objecting to such use.

All notices or other communications required or permitted under this Agreement must be in writing and delivered by email to support@follosoft.com with confirmation of receipt.

The User agrees that, during the Term of this Agreement and for a period of two (2) years following its termination or expiration, it shall not, directly or indirectly, solicit, hire, or engage any employee, contractor, or agent of the Provider without the Provider's prior written consent.

This Agreement shall be governed by and construed exclusively in accordance with the laws of the Province of Québec, without regard to conflict of law principles. The Parties irrevocably agree that any dispute, claim, or controversy arising out of or relating to this Agreement, including its interpretation, validity, performance, or termination, shall be submitted to the exclusive jurisdiction of the competent courts sitting in the judicial district of Laval or Montreal, Province of Québec. The Parties expressly waive any objection based on lack of jurisdiction or forum non conveniens.

All rights not expressly granted to the User under this Agreement are reserved by the Provider.

Notwithstanding the termination or expiration of this Agreement for any reason, any provision of this Agreement which by its nature should survive termination shall so survive. These provisions shall remain in full force and effect and shall continue to bind the parties in accordance with their respective terms, notwithstanding the termination or expiry of the Agreement.