Secnd Inc. Terms of Service

Last updated: May 19th, 2025

This Terms of Service document describes the terms and conditions governing your use of services provided by Secnd Inc. (the "Site", "we", "us", or "our") when you visit, use our services, or make a purchase from secnd.ca (the "Site") or otherwise communicate with us (collectively, the "Services").

1. SAAS Services and Support

Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative username and password for Customer's Company account.

Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company's standard practice.

To reach customer support, email info@secnd.ca.

2. Restrictions and Responsibilities

Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

Further, Customer may not remove or export from Canada or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of any Canadian financial, trade, or foreign agency or authority.

Equipment and Security

Customer shall be responsible for equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files.

User Content

Customer is solely responsible for all information, descriptions, pictures, listings, media, sales, purchases and any other materials ("content") that you upload, post, publish, transmit, display, and/or submit ("post") to or through the Service. You are solely responsible for all of your content, excluding account information ("user content"), and you understand and agree that all user content can be shared with other users and third parties in the Company's sole discretion. The Company has no control over or liability for how other Users may use your User Content.

3. Confidentiality and Proprietary Rights

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party).

Protection of Information

Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services ("Customer Data"). The Receiving Party agrees:

• To take reasonable precautions to protect such Proprietary Information
• Not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information

Intellectual Property

Customer acknowledges that Company shall own and retain all right, title, and interest in and to:

• The Services and Software, including all improvements, enhancements, or modifications thereto
• Any software, applications, inventions, or other technology developed in connection with Implementation Services or support
• All intellectual property rights related to any of the foregoing

Data Usage

Customer grants Company a non-exclusive, worldwide, royalty-free, and perpetual license to access, use, and process Customer Data for the purpose of improving, enhancing, and training Company's AI models, provided that such use is in compliance with applicable privacy laws and any agreed-upon data protection measures.

4. Payment of Fees

Customer will pay Company the then applicable fees described in the Order Form or through email communication for the Services in accordance with the terms therein (the "Fees").

Subscription and Billing

Some features of the Service are offered on a subscription basis ("Subscription(s)") and require payment of a recurring fee ("Subscription Fee(s)"). Subscription Fees are charged in advance on a recurring monthly schedule ("Billing Cycle").

If Customer's use of the Services exceeds the Service Capacity set forth for a Billing Cycle or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided in the Fees section of the Order Form.

Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of each billing period (monthly), upon fifteen (15) days prior notice to Customer (which may be sent by email). At the end of each Billing Cycle, the Subscription will automatically renew if terms are unchanged.

Billing Disputes

If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company's customer support team at info@secnd.ca.

5. Term and Termination

Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the "Term"), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided.

All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. Warranty and Disclaimer

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. Indemnity

Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing.

The foregoing obligations do not apply with respect to portions or components of the Service:

• Not supplied by Company
• Made in whole or in part in accordance with Customer specifications
• That are modified after delivery by Company
• Combined with other products, processes or materials where the alleged infringement relates to such combination
• Where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement
• Where Customer's use of the Service is not strictly in accordance with this Agreement

8. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY:

• FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS
• FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES
• ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE
• ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE
• FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL
• FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

9. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.

In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.

All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

This Agreement shall be governed by the laws of the Province of Ontario without regard to its conflict of laws provisions.

Contact Us

For any questions or concerns regarding these Terms of Service, please contact us at:

• Email: info@secnd.ca
• Mail: Secnd Inc., 3 Whitford Ct., Brampton, Canada