Terms of Service

ALEXI TERMS OF SERVICE

Last Updated: [November 20th, 2024]

This Customer OS  Terms of Service (“Terms of Service”) form an agreement between the customer named in the Order Form (“Customer”, “you” or “your”) and Alexi Technologies Inc. (“Alexi”, “we”, “us” or “our”) under which the Customer accesses and uses the applicable Alexi Solution and is entered into on the Effective Date. This Agreement includes any current or future Order Forms, and all such documents are incorporated by this reference. Alexi and Customer will be referred to together as the “Parties” and each a “Party”.  This Agreement is entered into on the earlier of the date Customer first uses any part of the Alexi Solution and the date Customer agrees to be bound by this Agreement (the “Effective Date”). Capitalized terms used in this Agreement have the meaning ascribed to them in the preamble or in Section 1 (A) of these Terms of Service. This Agreement sets forth the terms and conditions that govern the provision and use of the Services. BY CLICKING OR CHECKING THE “I AGREE” BOX OR OTHERWISE USING ALEXI SOLUTION (INCLUDING THE WEBSITE, AS DEFINED BELOW), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THESE TERMS OF SERVICE, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1 (B). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF ALEXI SOLUTION. CUSTOMER REPRESENTS AND WARRANTS TO ALEXI THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE ALEXI SOLUTION ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO ALEXI THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THESE TERMS OF SERVICE. 

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1. Definitions; Amendment 

(A) Definitions. Capitalized terms used in this Agreement have the meaning ascribed to them in the preamble or in this Section 1 (B) as follows:

1. “Administrator User Account” means the administrator account for use by the Administrator User.
2. “Administrator Users” means those Staff Users of Customer that are authorized by Customer to access and use the Alexi SaaS Services on Customer’s behalf through an Administrator User Account.
3. “Affiliate” means, with respect to a Party, any corporation or other legal entity which is directly or indirectly controlling or controlled by, or under common control with that Party. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity.
4. “Aggregated Data” has the meaning set out in Section 3(c).
5. “Agreement” means these Terms of Service, together with any Order Forms, any attachments, appendices, exhibits, and/or amendments thereto, all as amended from time to time. 
6. “Alexi Indemnitee” has the meaning set out in Section 11.
7. “Alexi Materials” means the Alexi information or data (including third-party data) that Alexi may provide to Customer pursuant to this Agreement, including Deliverables, Reports and the Documentation. The term “Alexi Materials” does not include Customer Property. 
8. “Alexi Metadata” means any metadata that is generated by or resulting from the Processing of the Customer Property and that results from the ordinary course of the operation of the Alexi Solution, but will not include Customer’s Confidential Information.
9. “Alexi’s Products” means: (i) Alexi SaaS Services; (ii) Alexi Materials; (iii) and Alexi’s other software, tools, developer services, data, and websites; and (iv) any component or Modification of the foregoing. The term “Alexi’s Products” does not include Services or any Third Party Products.
10. “Alexi Property” has the meaning set out in Section 3(d).
11. “Alexi SaaS Services” means the services through: (i) which Alexi hosts and makes available Alexi's software-as-a-service solution (including user interface and any functional and non functional components of the Alexi's software-as-a-service solution) as may be described in an Order Form; and (ii) any component or Modification of the services referred to in (i). The term “Alexi SaaS Services” includes Websites and does not include Services, or Third Party Products. 
12. “Alexi Solution” means the Alexi’s Products and Services, collectively, and any part thereof.
13. “Amendment” has the meaning set out in Section 1 (B).
14. “Anti-Spam Laws” means Canada’s Anti-Spam Legislation and the regulations thereunder and any other Applicable Laws that regulate the same or similar subject matter. 
15. “Applicable Laws” means applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any Governmental or Regulatory Authority, including Privacy Laws.
16. “Baseline Model” means Alexi or its licensors’ AI-powered neural network for natural language processing based on parameters that are trained on text.
17. “CEMs” has the meaning set out in Section 10(a).     
18. “Change” has the meaning set out in Section 2(f).
19. “Change Order” has the meaning set out in Section 2(f).
20. “Claim” means any actual, threatened or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding or any other claim or demand.
21. “Confidential Information” has the meaning set out in Section 9.
22. “Custom GenAI Model” means any GenAI model that has been trained or fine-tuned using Customer Data.
23. “Customer Data” means any data (other than Aggregated Data and Alexi Metadata), information, content, records, and files that Customer or any of its Permitted Users loads or enters into, transmits to, or makes available to the Alexi Solution, including Personal Information provided by Customer or Permitted Users.
24. “Customer Property” means Inputs and Customer Data. The term “Customer Property” does not include any Alexi Property.
25. “Customer User Accounts” means the Staff User Accounts and Administrator User Accounts.
26. “Data Processing Addendum” means the Alexi’s data processing addendum located at www.alexi.com/data-processing-addendum
27. “Deliverable” means the work product, reports, data, milestones, and customizations, deliverables or other items developed, generated, created or otherwise delivered by Alexi or any of its personnel, either alone or in collaboration with others, in connection with Professional Services under any applicable Order Form.
28. “Discloser” has the meaning set out in Section 9.
29. “Documentation” means documentation relating to the operation and use of the Alexi Solution that are provided by the Alexi to Customer under this Agreement, as updated by Alexi from time to time.
30. “Effective Date” has the meaning set out in the preamble of these Terms of Service.
31. “Feedback” has the meaning set out in Section 3(e).
32. “Fees” has the meaning set out in Section 8(a).
33. “Force Majeure Event” has the meaning set out in Section 14.
34.  “GenAI” means a type of AI containing different technologies, deep learning, large language model, AI trained on large quantities of data to generate new high-quality data, content, outputs, or artifacts, including any application programming interface.
35.  “GenAI Outputs” means outputs that are created by the Alexi SaaS Services using GenAI that are based on Customer’s Inputs. GenAI Outputs can include text, images, video, narrative (audio), software code (including AI models), synthetic data, designs, schematics, simulations, and any other information. 
36. “Governmental or Regulatory Authority” means any national, provincial, state, county, municipal, quasi-governmental, or self-regulatory department, authority, organization, agency, commission, board, tribunal, regulatory authority, dispute settlement panel or body, bureau, official, minister, Crown corporation, court or other law, rule or regulation-making entity having or purporting to have jurisdiction over any person or matter related to this Agreement.
37. “Gross Negligence or Wilful Misconduct” means any act or failure to act in breach of a duty of care that was intended to cause harm, which rises to the level of intentional wrongdoing, or was in reckless disregard of a wanton indifference to the harmful and foreseeable consequences of such act or failure to act, but does not include an act or failure to act that constituted merely a lack of due care (or a contractual breach alone).
38. “High Risk Activities” means activities that have a: (i) high risk of physical harm or death, serious personal injury, or severe environmental or property damage; (ii) high risk of economic harm; or (iii) high risk government decision making.
39. “Input” means all inputs that Permitted Users provide into the Alexi’s Products.
40. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. 
41. “Loss” or “Losses” means any and all losses, damages, Claims, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers. 
42. “Malicious Code” means viruses, worms, time bombs, trojan horses and other malicious code, files, scripts, agents or programs.
43. “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations.
44. “Order Form” Alexi provided ordering document, online registration, order description or order confirmation referencing these Terms of Service.
45. “Order Form Effective Date” means the effective date or start date set forth in an applicable Order Form.
46. “Order Form Initial Term”  has the meaning set out in Section 13(a).
47. “Order Form Renewal Term” has the meaning set out in Section 13(a).
48. “Order Form Term” means with respect to each applicable Order Form, the Order Form Initial Term, Trial Period  and all Order Form Renewal Terms.
49. “Permitted Purpose” has the meaning set out in Section 2(a).
50. “Permitted User(s)” means Administrator Users and Staff Users.
51. “Personal Information” has the meaning set out in the Data Processing Addendum.
52. “Pre-Existing Intellectual Property” means any materials, computer programs, documentation, and other information or intellectual property of Alexi which were in existence prior to execution of this Agreement or which were developed independently of this Agreement.
53. “Privacy Laws” has the meaning set out in the Data Processing Addendum. 
54. “Process” or “Processing” has the meaning set out in the Data Processing Addendum.
55. “Professional Services” means the consulting, training and other professional services described in an Order Form. The term “Professional Services” does not include Alexi SaaS Services.
56. “Recipient” has the meaning set out in Section 9.
57. “Reports” means any reports generated from the Alexi SaaS Services and includes any GenAI Outputs.
58. “Services” means the Professional Services, Support Services, and any other services set out in an Order Form, collectively, and any part thereof. The term “Services” includes any services provided to Customer under a free trial, beta trial or made available online by Alexi, including associated Alexi’s offline components, as described in the Documentation but excludes Third Party Products. 
59. “Staff User Account” means each user account created by a Staff User when sent a unique link by the Administrator User.
60. “Staff Users” means those active employees of Customer that are permitted by Customer to access and use the Alexi’s Products.
61. “Subscription Start Date” has the meaning in the Order Form.
62. “Support Services” has the meaning set out in Section 6.
63. “Term” has the meaning set out in Section 13(a).
64. “Terms of Service” has the meaning set out in the preamble.
65. “Third Party Licensed Technology” means third party technology or content that is licensed under separate license terms and not under this Agreement. 
66. “Third Party Products” means Third Party Licensed Technology or other third party products that are owned by third parties and are incorporated into or accessible through the Alexi SaaS Services.
67. “Trial Period” has the meaning set out in Section 2(g).
68. “Website” any websites used by Alexi and its subcontractors to provide the Alexi SaaS Services including the website(s) located at www.alexi.com. 

(B) Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. Notwithstanding the preceding sentence, Alexi may unilaterally amend this Agreement, in whole or in part (each, an “Amendment”), by giving Customer 30 days prior notice of such Amendment or posting notice of such Amendment on Alexi’s Website. Unless otherwise indicated by Alexi, any such Amendment will become effective 30 days after the date the notice of such Amendment is provided to Customer or is posted on Alexi’s Website (whichever is the earlier).  

2. The Alexi Solution
   1. Provisioning of the Alexi SaaS Services. Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, during the Order Form Term, Alexi will make the Alexi SaaS Services available to Customer  and its Permitted Users solely for the internal business use of Customer (“Permitted Purpose”), subject to this Agreement, including the scope of use defined in the applicable Order Form, the Data Processing Addendum and other applicable appendices annexed hereto. Customer is responsible for identifying and authenticating all Permitted Users, for ensuring only Permitted Users access and use the Alexi’s Products, and for Permitted Users’ compliance with this Agreement.  Customer may access and use the Alexi Solution  only in Canada. 
   2. Subcontracting. Alexi may engage third parties to provide the Alexi Solution or any part of them without the prior consent or Customer or without prior notice to Customer. The delegating or subcontracting of all or any part of Alexi’s obligations set out in this Agreement will not relieve Alexi from any obligation or liability under this Agreement.
   3. Restrictions on Use. Customer will not itself, and will not permit others to: (i) sub-license, sell, rent, lend, lease or distribute the Alexi Property or any Intellectual Property Rights therein, or otherwise make the Alexi Property available to any third parties other than Permitted Users; (ii) use or access the Alexi Property:  (A) in violation of any Applicable Laws or Intellectual Property Right; (B) for any High Risk Activities; (C) in a manner that threatens the security or functionality of the Alexi’s Products; or  (D) for any purpose or in any manner not expressly permitted in this Agreement; (iii) use or access the Alexi Solution  to create, collect, transmit, store, use or otherwise Process any Customer Property that: (A) Customer does not have the lawful right to create, collect, transmit, store, use or otherwise Process; (B) violates any Applicable Laws, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); or  (C) contains any computer viruses, worms, Malicious Code, or any software intended to damage or alter a computer system or data; (iv) copy or modify the Alexi Property; (v) reverse engineer, de-compile or disassemble the Alexi Property or any part of them; (vi) access or use the Alexi Property for purposes of benchmarking or competitive analysis of such Alexi Property; (vii) access or use the Alexi Property for the purpose of building a similar or competitive product or service; (viii) remove or obscure any proprietary notices or labels on the Alexi Property, including brand, copyright, trademark and patent or patent pending notices; or (ix) perform any vulnerability, penetration or similar testing of the Alexi Property. Customer will comply with all export laws and regulations under Applicable Laws that may apply to its access to or use of the Alexi Property.  Alexi makes no representation or warranty that the Alexi Property  may be exported without Customer first obtaining appropriate licenses or permits under Applicable Law, or that any such license or permit has been, will be, or can be obtained.  
   4. Suspension of Access; Scheduled Downtime; Modifications. Alexi may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement: (A) suspend Customer’s access to or use of the Alexi’s Products  or any component of them: (i) for scheduled maintenance;  (ii) due to a Force Majeure Event; (iii) if Alexi believes in good faith that Customer or any Permitted User has violated any provision of this Agreement; (iv) for non payment of undisputed Fees as provided in Section 8(c) of these Terms of Service; (v) to address any emergency security concerns; (vi) if required to do so by a Governmental or Regulatory Authority or as a result of a change in Applicable Laws; or (vii) for any other reason as provided in this Agreement; and (B) make any Modifications to the Alexi’s Products  provided that such Modifications do not result in any material reduction to the functionality or performance of the Alexi’s Products.  Customer is required to accept all patches, bug fixes and updates made by or on behalf of Alexi to the Alexi’s Products.
   5. Professional Services. Alexi shall provide certain Professional Services and provide certain Deliverables as may be required by and described in Order Form. which Alexi and Customer may mutually agree to in writing from time to time. Customer will pay Alexi any Fee(s) set forth in such Order Forms, as well as any approved travel expenses (unless expressly agreed otherwise in the applicable Order Form) for such Professional Services. The supplemental terms set out in the Appendix A attached hereto shall apply to the provision and receipt of Professional Services.
   6. Change Management. Any Alexi Solution  or Deliverables not specifically set out in an Order Form will be considered out-of-scope and not included in the Services. The parties may request any change to the nature or scope of any Services or Deliverables then-currently provided (each, a “Change”) pursuant to this Section. If, after Alexi’s commencement of Services set out in an Order Form, either party requires a Change, such party will set out the new requirements in writing and deliver such request to the other party. Following a request made by Customer (or, in the case of a request made by Alexi, concurrently with such request), Alexi will use commercially reasonable efforts to describe in writing the estimated impact of such Change to the costs, Milestones, timeline, Customer responsibilities, and other relevant aspects of the Services or Deliverables. If Customer agrees with such written description of the estimated impact, then the parties will negotiate in good faith a Change order setting out the detailed terms and conditions pursuant to which the Change will be implemented (“Change Order”). If Customer disagrees with such written description of the estimated impact and the parties are unable to reach agreement on the impact of such proposed Change, then no such Changes to the Order Form will be effective, and Alexi will perform the Services in accordance with the original applicable Order Form.
   7. Trials. 

If a Trial Period is specified in an applicable Order Form, Alexi may make the applicable Alexi Solution available to Customer on a trial basis until the earlier of: (i) the Subscription Start Date; or (ii) termination of this Agreement during the Trial Period by Alexi in its sole discretion. Customer agrees that Alexi, in its sole discretion and for any or no reason, may terminate this Agreement, Order Forms and Customer’s access to the trial or any part thereof during the Trial Period. Customer agrees that such termination by Alexi may be without prior notice, and Customer agrees that Alexi will not be liable to Customer or any third party for such termination.  Additional trial terms and conditions may appear on a trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. ANY CUSTOMER DATA THAT CUSTOMER ENTERS INTO THE ALEXI SOLUTION DURING CUSTOMER’S TRIAL PERIOD WILL BE PERMANENTLY LOST UNLESS CUSTOMER ANY CUSTOMER DATA THAT CUSTOMER ENTERS INTO THE ALEXI SOLUTION DURING CUSTOMER’S TRIAL PERIOD WILL BE PERMANENTLY LOST UNLESS CUSTOMER UNLESS SUBSCRIPTION START DATE BEGINS. NOTWITHSTANDING THE “WARRANTY; DISCLAIMER” SECTION AND “INDEMNITIES” SECTION BELOW, DURING THE TRIAL PERIOD THE ALEXI SOLUTION ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND ALEXI SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE ALEXI SOLUTION FOR THE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE ALEXI’ LIABILITY WITH RESPECT TO THE ALEXI SOLUTION PROVIDED DURING THE TRIAL PERIOD SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, ALEXI AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (I) CUSTOMER’S USE OF THE ALEXI SOLUTION DURING TRIAL PERIOD WILL MEET CUSTOMER’S REQUIREMENTS; (II) CUSTOMER’S USE OF THE ALEXI SOLUTION DURING THE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; AND (III) DATA PROVIDED DURING THE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO ALEXI AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE ALEXI SOLUTION OR ANY OTHER ALEXI PROPERTY DURING THE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER. CUSTOMER SHALL REVIEW THE APPLICABLE DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE ALEXI SOLUTION BEFORE MAKING A PURCHASE.

3. Ownership; Reservation of Rights and License Grants
   1. Subject to the rights granted in this Section 3 and the Data Processing Addendum, Customer or its Permitted Users, as applicable, retain all right, title and interest, including Intellectual Property Rights in and to Customer Property.
   2.  Customer grants to Alexi, and its subcontractors a nonexclusive, worldwide, royalty-free, irrevocable, transferable, sublicensable and fully paid-up right and license during the Term to access, collect, use,  store, transfer, transmit, copy, modify, adapt, display, and otherwise Process Customer Property to provide the Alexi Solution.
   3. Customer grants to Alexi, and its subcontractors a nonexclusive, worldwide, perpetual, royalty-free, irrevocable, transferable, sublicensable and fully paid-up right and license to access, collect, use, store, transfer, transmit, copy, modify, adapt, display, and otherwise Process Customer Property to: (i)  improve and enhance the Alexi Solution and Alexi’s other offerings; (ii) produce or generate Alexi Metadata;  and (iii) produce or generate data, materials or information, including related to how individual Permitted Users interact with the Alexi SaaS Services  including frequency and duration of usage, specific features or functions accessed, Permitted User preferences and patterns of behavior and that: (x) is anonymized; (y) cannot be re-identified by Alexi; and (z) does not contain any Personal Information, or identify any customers or Permitted Users of Customer or Customer (such data, information and materials, the “Aggregated Data”).  Alexi may use, store, disclose, transfer, transmit, copy, modify, display and otherwise Process the Aggregated Data and Alexi Metadata for any purpose and without restriction or obligation to Customer of any kind. Aggregated Data and Alexi Metadata are not Customer Data and is not Customer’s Confidential Information. 
   4. Alexi or its licensors retain all right, title and interest, including any Intellectual Property Rights in and to:  (i) Website and the Alexi Solution;  (ii) Pre-Existing Intellectual Property and Baseline Models; (iii) Alexi Materials;  (iv) anything used, developed or delivered by or on behalf of Alexi under this Agreement including any Aggregated Data, Alexi Metadata, and Custom GenAI Model;  (v) all other Alexi’s Confidential Information; and (vi) any Modifications to the foregoing (i) to (v), (collectively “Alexi Property”).
   5. To the extent that Customer or any Permitted User submits ideas, suggestions, documents, or proposals regarding the Alexi Solution to Alexi (“Feedback”), Customer acknowledges and agrees that: (i)  the Feedback does not contain confidential or proprietary information and Alexi is not under any obligation of confidentiality with respect to the Feedback; and (ii) Alexi will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to Customer for such use.
   6. Subject to the terms and conditions of this Agreement, Alexi hereby grants to Customer  a revocable, non-exclusive, non-transferable, non-sub-licensable (other than to Permitted Users as provided herein), limited license during the Order Form Term to use the Alexi Materials solely for the purpose of use and receipt of the Alexi SaaS Services for the Permitted Purpose. 
4. Privacy

To the extent Customer Property includes Customer’s Personal Information, Alexi will Process such Customer’s Personal Information according to the Data Processing Addendum.

5. Customer User Account; Responsibility for Permitted Users
   1. In order for Customer to access and use the Alexi SaaS Services, Alexi will issue one or more Administrator User Accounts to Customer that provides the Administrator User with the capability to create Staff User Accounts for its Staff Users. 
   2. Customer will ensure that only Administrator Users access and use any Reports. Customer will ensure that a Permitted User only uses the Alexi SaaS Services through the Permitted User’s assigned Customer User Account. Customer will not allow any Permitted User to share a Customer User Account with any other person. Customer will promptly notify Alexi of any actual or suspected unauthorized use of the Alexi SaaS Services. Alexi reserves the right to suspend, deactivate, or replace a Customer User Account if it determines that a Customer User Account may have been used for an unauthorized purpose. 
   3. As between Alexi and Customer, Customer will be responsible for: (i) the accuracy, quality and legality of Customer Property, the means by which Customer acquired Customer Property, Customer’s use of applicable Customer Property within the Alexi SaaS Services, and the interoperation of any Third Party Products or systems with which Customer uses the Alexi’s Products;  (ii) providing, at its own expense, all network access to the Alexi’s Products, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary to connect to, access and use the Alexi’s Products  or any other Alexi Property; (iii) properly configuring and using the Alexi SaaS Services and taking its own steps to maintain appropriate security, protection and backup of its infrastructure (including without limitation any databases, servers, and any other protocol) which may include the use of encryption technology to protect such infrastructure from unauthorized access and routine archiving of such infrastructure; (iv) using the Alexi SaaS Services and any other Alexi Property in accordance with this Agreement and Applicable Laws; (v) ensuring that only Permitted Users access and use the Alexi’s Products  and other any Alexi Property pursuant to this Agreement; and (vi) ensuring that none of the Permitted Users bring or maintain any Claim against Alexi, its shareholders, employees, officers, directors, Affiliates, agents, contractors, successors, and assigns in respect of any matter related to or in connection with the subject matter of this Agreement. Customer will be liable for any breach by a Permitted User of this Agreement. 
6. Support Services

Customer will generally have access to Alexi’s support services as set out in the support page as noted on the Website (“Support Services”). 

7.       Third Party Products

If the Alexi Solution contains or requires the use of Third Party Licensed Technology or other Third Party Products.   Customer will accept and comply with the license terms applicable to such Third Party Products. If Customer does not agree to abide by the applicable license terms for any such Third Party Products, then Customer should not install, access, or use such Third Party Products. Any acquisition by Customer of Third Party Products, and any exchange of data between Customer and any such provider of Third Party Products is solely between Customer and the applicable Third Party Products provider. Alexi does not warrant or support Third Party Products, even if they are designated by Alexi as “certified” or otherwise recommended. Alexi cannot guarantee the continued availability of Third Party Products features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Products ceases to make the Third Party Products available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to Alexi. Alexi is not responsible for any disclosure, Modification or deletion of Customer Property resulting from access to Customer Property by such Third Party Products or their providers. 

8. Fees and Payment
   1. Fees.  Customer will pay to Alexi the fees described in any Order Form (the “Fees”).  Unless otherwise set forth in an Order Form: (i) all Fees identified are in Canadian dollars; (ii) Fees are non-cancelable and non-refundable; and (iii) quantities purchased cannot be decreased during the relevant subscription term. If Customer’s use of Alexi Solution exceeds the service capacity set forth on an Order Form or otherwise requires the payment of additional fees (pursuant to the terms of this Agreement), Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement. Alexi reserves the right to change the Fees and institute new charges on each anniversary of the Effective Date upon providing not less than 30 days prior notice to Customer.
   2. Invoicing; Payments.  Except as otherwise set out in the Order Form, Alexi may prepare and send to Customer, at the then-current contact information on file with Alexi, invoices for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts within 30 calendar days of the invoice date. Customer will pay Fees by making recurring payment if so required and as set forth in the Order Form. If Customer believes Alexi has charged or invoiced Customer incorrectly, Customer must contact Alexi no later than 30 days after having been charged by Alexi or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute. 
   3. Late Payment.  Customer may not withhold or setoff any amounts due under this Agreement.       If Customer has not paid all due and undisputed Fees when such Fees become due, Alexi may in its sole discretion either: (1) suspend, in accordance with Section 2(d) until such amounts are paid in full; or (2) terminate the Agreement immediately on notice (which may be sent by electronic means to the account administrator), without incurring any obligation or liability to Customer or any other person by reason of such suspension or termination as provided in Section 13(b). Any suspension of the Alexi Solution by Alexi pursuant to this Agreement will not excuse Customer from its obligation to make payments under this Agreement.
   4. Taxes.  The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, (including any applicable interest and penalties) payable in connection with the transactions contemplated by this Agreement.
   5. Payment Processor. Payment and collection of Fees may be enabled through and executed by a third-party payment processor. Transaction fees associated with the individual payment and collection of Fees or amounts under this Agreement are as outlined in the pricing plan provided to Customer. Customer may be required to agree to terms and conditions as required by such third-party payment processor from time to time. Prior to using Alexi Solution and any components thereof, Customer must have all applicable such third-party payment processor’s terms and conditions in effect. By using Services or any component thereof, Customer acknowledges it must be in full compliance with the terms and conditions of such third-party payment processor and be in good standing with such third party payment processor.
9. Confidential Information
   1. Definitions. For the purposes of this Agreement, a Party or any of its Affiliates, customers, employees, licensors or suppliers receiving Confidential Information will be “Recipient”, the Party disclosing such information will be “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its Affiliates, and in the case of Alexi, any of its service providers, licensors or customers that has or will come into the possession or knowledge of Recipient in connection with or as a result of entering into this Agreement, including information concerning Discloser’s past, present or future customers, suppliers, technology or business, Alexi Property, this Agreement and where Discloser is Customer, Customer’s Confidential Information includes Customer Data. Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does not include any information that: (i) is publicly available prior to it being obtained by or becoming known to Recipient, or that subsequently becomes publicly available through no breach of this Agreement by Recipient; (ii) Recipient can demonstrate (through written records) was known to it prior to it being obtained by or becoming known to Recipient in connection with or as a result of entering into this Agreement; (iii) becomes known to Recipient from a third party, where Recipient had no reason to believe that such third party had any obligation of confidence with respect to such information, but only until Recipient subsequently comes to have reason to believe that such information was subject to an obligation of confidence; or (iv) Recipient can demonstrate (through written records) was developed independently by it or by individuals employed or engaged by Recipient who did not have any access to, or the benefit of, the Confidential Information of Discloser.  
   2. Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times following the Term it will: (i) not disclose Confidential Information of Discloser to any person without the express written consent of Discloser, except to its Permitted Users (if Recipient is Customer), or its and its Affiliate’s employees, contractors, subcontractors, advisors, consultants, officers, directors, partners, shareholders, agents and their respective successors or permitted assigns (if Recipient is Alexi), or such other recipients as Discloser may approve in writing, that have a “need to know” for the purposes of receiving or providing the Alexi’s Products , who are informed of the confidential nature of the Confidential Information, who are directed to hold the Confidential Information in confidence and who agree in writing, or are otherwise legally bound, to comply with confidentiality obligations in respect of such Confidential Information that are no less stringent than the provisions of this Agreement; (ii) not use Confidential Information of Discloser or permit it to be accessed or used for any purpose except to exercise its rights or perform its obligations under this Agreement;  (iii) not alter or remove from any Confidential Information of Discloser any proprietary legend; and (iv) maintain the Confidential Information of Discloser in strict confidence, which will include taking measures to protect the confidentiality and security of such Confidential Information using a reasonable standard of care, and no less than the standard of care taken to protect its own Confidential Information of similar sensitivity. 
   3. Exceptions to Confidentiality.  Notwithstanding Section 9(b), Recipient may disclose Discloser’s Confidential Information:  (i) only if and to the extent legally compelled or required by a Governmental or Regulatory Authority, provided that Recipient must first: (A) provide Discloser with prompt prior written notice of such compelled disclosure (except where prohibited by Applicable Laws from doing so) to give Discloser the opportunity to oppose such disclosure; and (B) cooperate fully with Discloser in protecting against or limiting any such disclosure, including obtaining a protective order narrowing the scope of such disclosure and use of the Confidential Information. Thereafter, Recipient may disclose the Confidential Information of Discloser, but only to the extent required and subject to any protective order that applies to such disclosure;  (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or  (iii) in the case of Alexi, to potential assignees or successors of Alexi if and to the extent such persons need to know such Confidential Information in connection with a potential merger, amalgamation or other corporate transaction involving the business or assets of Alexi.  
   4. Injunction and other equitable relief. Each of the Parties acknowledge that disclosure of Discloser’s Confidential Information or any other breach of this Section 9 may cause serious and irreparable damage and harm to Discloser and that remedies at law may be inadequate to protect against breach of this Agreement, and each Party agrees that Discloser may seek injunctive relief for any breach of the provisions of this Section 9 and to the specific enforcement of the terms of this Section 9, in addition to any other remedy to which Discloser would be entitled. 
   5. Return of Confidential Information. Upon written request by a Discloser or upon the termination or expiration of this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (excluding any Customer Data which is addressed at Section 13(c)) of the other Party in its possession or control within a reasonable amount of time in accordance with Recipient’s data destruction practices. Notwithstanding the foregoing, Alexi may retain any electronically archived Customer’s Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Section 9. Upon written request of Discloser, Recipient will certify in writing that it has complied with this Section 9.   
10. Warranty; Disclaimer
    1. Customer Warranties.  Customer represents, warrants, and covenants to Alexi that: (i) Customer has obtained and provided, and will continue to obtain and provide, all necessary consents, rights and notices, and otherwise has and will continue to have all necessary authority in and relating to the Customer Data (including Customer’s Personal Information), for Alexi to perform its obligations and exercise its rights under this Agreement in compliance with Applicable Laws, including Privacy Laws and Anti-Spam Laws, and without infringing, misappropriating or otherwise violating any Intellectual Property Rights or other rights of any third party, and will inform Alexi  immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon; (ii) Customer will not permit any Permitted User to access and use the Alexi SaaS Services or other Alexi Property from Russia, China, or any country: (A) subject to any embargo or sanction by the United States or Canada; or (B) on the U.S. Department of the Treasury’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, the U.S. Department of Commerce Denied Persons List or Entity List, Canada control lists or any other restricted party lists; (iii) it will: (A) only send or cause or permit to be sent electronic communications, including commercial electronic messages (“CEMs”) related to the Alexi SaaS Services in compliance with Anti-Spam Laws, and, without limiting the foregoing, only to recipients from whom Customer has obtained all necessary consents and provided all necessary notices and otherwise has all necessary authority as required by and in compliance with Applicable Laws, including Anti-Spam Laws, and (B) not send or cause or permit to be sent any CEMs on behalf of Alexi or that a recipient would reasonably believe have been sent on behalf of Alexi; and (iv) Customer will comply with Section 2(c) (Restrictions on Use). Customer acknowledges and agrees that it (and not Alexi) will be the sender of any commercial electronic messages sent pursuant to this Agreement. Any template, sample or other notices provided to Customer by Alexi pursuant to this Agreement or otherwise are for reference only and Alexi does not represent that such templates, samples or notices are sufficient to meet Customer’s obligations under Applicable Laws. 
    2. DISCLAIMER.  ALEXI DOES NOT WARRANT THAT THE ALEXI SOLUTION WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE ALEXI SOLUTION EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. THE ALEXI SOLUTION (OR ANY PART OF THEM), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY ALEXI TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY PRODUCTS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY.   TO THE EXTENT PERMITTED BY APPLICABLE LAWS, ALEXI HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, ALEXI EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE ALEXI SOLUTION (OR ANY PART OF THEM), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.  CUSTOMER UNDERSTANDS THAT THE NATURE OF AI MODELS IS NOT INTENDED, AND CANNOT BE, RELIED UPON WITHOUT INDEPENDENT VERIFICATION. ACCORDINGLY, CUSTOMER AGREES THAT IT WILL INDEPENDENTLY VALIDATE AND INSTRUCT ITS PERMITTED USERS TO INDEPENDENTLY VALIDATE THE RESULTS OF ALEXI’S PRODUCTS AND APPLICABLE SERVICES, INCLUDING ALL GENAI OUTPUTS OR OTHER OUTPUTS, BEFORE RELYING ON SUCH RESULTS AND GENAI OUTPUTS AND WILL ENSURE THAT ALL PERSONS WHOM IT SHARES SUCH RESULTS AND GEN AI OUTPUTS OR OTHER OUTPUTS, WITH UNDERSTANDS SUCH LIMITATIONS.
11. Indemnities

Customer will defend, indemnify and hold harmless Alexi, its Affiliates, subsidiaries and each of their respective directors, officers, employees, subcontractors and other representatives (each, a “Alexi Indemnitee”) from and against any and all Losses incurred by a Alexi Indemnitee arising out of or relating to any Claim by a third party (other than an Affiliate of a Alexi Indemnitee) that arise from or relate to: (i) Customer Property; (ii) unauthorized use of the Alexi Solution by Customer or any Permitted User; (iii) Customer’s business operations; (iv) Customer’s breach of Sections 2(c), 5(b), 5(c) or 10(a); (vi) Customer’s Gross Negligence or Wilful Misconduct or fraud; or (v) use of the Alexi Solution (or any part of them) by Customer or any Permitted User in combination with any third party software, application or service.  Customer will not settle any Claim without the prior written consent of Alexi. 

12. Limitation of Liabilities 

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:  IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF ALEXI TO CUSTOMER IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER FOR THE ALEXI SAAS SERVICES  IN THE 12 MONTHS PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL ALEXI’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, IN NO EVENT WILL ALEXI BE LIABLE TO CUSTOMER OR ANY PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES. 

13. Term; Order Form Term; and Termination
    1. Term and Order Form Term.  The term of this Agreement commences on the Effective Date and continues until the stated term in all Order Forms have expired or have otherwise been terminated, unless earlier terminated pursuant to this Agreement (the “Term”).  Each Order Form will commence on the Order Form Effective Date set forth in such Order Form and each Order Form will continue to be in effect for the initial order form term set forth in the applicable Order Form (the “Order Form Initial Term”), unless terminated earlier in accordance with this Agreement. Except as otherwise specified in an Order Form, each  Order Form will automatically renew for successive periods of one (1) year or such longer term set forth in the applicable Order Form (each a “Order Form Renewal Term”), unless either Party provides the other Party with written notice of its intention not to renew not less than 30 days prior to the end of the then current Order Form Term. 
    2. Termination for Cause.  (i) Either Party may terminate this Agreement, by giving to the other Party written notice of termination upon the occurrence of any of the following events: (A) the other Party breaches or defaults on any of the material terms or conditions of this Agreement and fails to cure such breach or default within 30 days of receipt of written notice thereof; except that, in the event of any breach that is incapable of being cured, such termination will be effective immediately; (B) the other Party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or  (C) any proceedings are instituted by or against the other Party under any insolvency laws or for reorganization, receivership or dissolution. (ii) Notwithstanding the foregoing, Alexi may terminate this Agreement immediately upon notice to Customer: (A) if Customer breaches Sections 2(c), 5(b), 5(c), or 10(a); (B) as otherwise permitted in this Agreement; (C) if Alexi’s s relationship with a third-party service provider that provides servers, software or other technology that it uses to provide the Alexi Solution terminates or requires Alexi to change the way it provides the Alexi Solution; or (D) in order to comply with Applicable Law or requests from Governmental or Regulatory Authority.  (iii) If this Agreement is terminated by Customer due to Alexi’s s material breach pursuant to Section 13 (b)(i), Alexi will provide Customer with a pro rata refund of any unused Fees prepaid by Customer applicable to the period following the effective date of termination of the Agreement or Order Form. If this Agreement is terminated by Alexi  pursuant to Section 13 (b), Customer will remain liable to pay the full Fees outstanding on the effective date of termination of the Agreement and Customer will pay all remaining Fees for the rest of the then-current Order Form Term, and Term as applicable. Alexi will invoice, and Customer will pay, any accrued but unbilled Fees and any unpaid Fees covering the remainder of the Order Form Term and Term as applicable, had it not been terminated. 
    3. Effect of Termination.  Upon the effective date of the expiration or termination of this Agreement (the “Termination Effective Date”): (i) Customer will immediately cease (and ensure that all Permitted Users immediately cease) accessing or using Alexi’s Products; (ii) Customer will return any Alexi Property in its possession and certify in writing to Alexi that the Alexi Property has been returned; (iii) no new Order Forms may be agreed to or entered into by the Parties and all Order Forms will terminate; (iv) all Fees due and payable and any amounts due to Alexi are immediately due and are to be immediately paid by Customer to Alexi. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund; and (v) if Customer requests in writing at least 30 days prior to the Termination Effective Date and provided that Customer has paid all Fees due and payable as at the Termination Effective Date,      Alexi will make all Customer Data available to Customer for electronic retrieval for a period of 30 days.  Customer is solely responsible for ensuring that any Customer Data necessary or desirable for retention by Customer in Customer’s records or in any donor record is copied and retained by Customer separately from the Alexi SaaS Services prior to the end of such 30-day period.  Notwithstanding anything to the contrary in this Agreement, Alexi may retain Customer Data to the extent and so long as required by Applicable Laws and Alexi may retain Customer Data in its backups, archives and disaster recovery systems until such Customer Data is deleted in the ordinary course,  provided that all such Customer Data will remain subject to all confidentiality requirements of this Agreement.
    4. Survival.  The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership; Reservation of Rights; and License Grants), Section 8 (Fees and Payment), Section 9 (Confidential Information), Section 10 (Warranty; Disclaimer), Section 11(Indemnities), Section 12 (Limitation of Liabilities), Section 14 (General Provisions), Section 13(c) (Effect of Termination) and this Section 13(d) (Survival).
14. General Provisions

Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to Alexi, to: Alexi Technologies Inc.; Address: 3606-40 King Street W, Toronto, ON, Canada; Email: support@alexi.com and (ii) if to Customer, to the current postal or email address that Alexi has on file with respect to Customer. Alexi may change its contact information by posting the new contact information on the website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Alexi current at all times during the Term. Customer will not assign or transfer this Agreement, or transfer or subcontract any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Alexi. Any purported assignment or delegation by Customer to any third party in violation of this Section will be null and void. Alexi may assign any of its rights, or delegate any of its obligations, under this Agreement to any third party without the consent of Customer. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns. This Agreement and any Claim related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing,  Alexi may: (i) seek remedies to collect unpaid Fees from Customer; and (ii) seek remedies with respect to a violation of Alexi’s Intellectual Property Rights or Section 9 (Confidential Information), in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, cyberattacks, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party software or websites or changes in law preventing or limiting the provision of the Alexi Solution (“Force Majeure Event”). This Section does not apply to any of Customer’s obligations under Sections 2(c), 5(b), 5(c), 8 or 10(a).   Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions. Each Party will, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement. This Agreement (including all Order Forms) constitutes the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions, and agreements between the Parties in connection with the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral. For clarity, any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer’s procurement, invoicing, or vendor onboarding portal: (i) do not apply to the Alexi Solution; and (ii) do not override or form a part of this Agreement (including any Order Form). Alexi may identify Customer by name and logo as an Alexi customer on Alexi’s website and on other promotional materials with Customer’s consent. Any goodwill arising from the use of Customer’s name and logo will inure to the benefit of Customer. To the extent of a conflict between these Terms of Service and any Order Forms these Terms of Service prevails, unless the Order Form expressly states that it modifies or varies these Terms of Service. The Parties confirm that the essential stipulations of this Agreement reflect the mutual agreement of the Parties further to negotiation, and were not imposed by either Party, even when drawn up by one of the Parties. The Parties further confirm that it is the express wish of all Parties that this Agreement, all documents related to this Agreement and all communications between the Parties in the context of the performance of this Agreement be in English only. Les parties confirment que les stipulations essentielles de la présente entente reflètent le résultat de discussions libres de gré à gré et n’ont pas été imposées par l’une ou l’autre des parties, même lorsque rédigées par l’une des parties. Les parties confirment également que c’est la volonté expresse des parties que la présente entente, tout document s’y rattachant et toute communication entre les parties dans le cadre de l’exécution de cette entente soient uniquement en anglais.

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APPENDIX A TO THESE TERMS OF SERVICE

PROFESSIONAL  SERVICES 

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1. Introduction. This Appendix A  sets out additional terms and conditions with respect to the Professional Services.

2. Definitions. Capitalized terms used but not defined in this Appendix A have the meanings set forth elsewhere in Section 1 of the Terms of Service.

3. Projects. Alexi and Customer may, from time to time, mutually agree to perform services and provide deliverables that are not included in the then-current scope of Professional Services provided under the Agreement (“Projects”). The Parties will identify each Project and will mutually agree to the terms and conditions relating to such Project in an Order Form.

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Professional Services and Deliverables.

1. Professional Services and Deliverables. Alexi will use commercially reasonable efforts to deliver all Deliverables and to perform all Professional Services. All Professional Services will be performed remotely unless otherwise indicated in the Order Form as being an on-site provided service. Unless otherwise agreed to by the Parties in the Order Form, Alexi will have no obligation to provide support and maintenance services for Deliverables.
2. Resource Management. Alexi will, in its sole discretion, determine the number of personnel and the appropriate skill sets of such personnel necessary to perform the Professional Services. Alexi’s resources may include employees of Alexi or subcontractors.

5. Suspension In addition to Alexi’s termination rights set out in the Agreement, upon any breach by Customer of an Order Form, Alexi will be entitled, in its discretion and upon prior written notice to Customer, to suspend the Professional Services under the applicable Order Form until such time as such breach or default is remedied by Customer.

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6. Milestones; Deliverables and Acceptance.

1. Milestones. For any Deliverable, Service, or other performance obligation of Alexi described as a milestone in an applicable Order Form (each, a “Milestone”), Alexi will use commercially reasonable efforts to complete such Milestone on or before the deadline specified for such Milestone in the applicable Order Form. Any delay in receiving Customer Resources or Customer’s performance of Customer Dependencies will cause Alexi a delay in performing the Professional Services and will result in a delay in Alexi’s ability to meet the Milestones.
2. Deliverables and Acceptance. Unless otherwise stated in an Order Form, within ten (10) business days of Alexi’s completion of any Milestone or Deliverable, Customer will provide Alexi with written notice of its acceptance or rejection of such Milestone or Deliverable. Customer may not reject any Milestone or Deliverable that substantially complies with the requirements set out in the applicable Order Form, and Customer’s failure to respond within such ten (10) day period will constitute Customer’s acceptance of the applicable Milestone or Deliverable. If Customer rejects a Milestone or Deliverable, Alexi will use commercially reasonable efforts to correct the deficiencies set out in Customer’s notice of rejection for such Milestone or Deliverable. Once Alexi has notified Customer that it has completed such corrections, Customer will have seven (7) days from the date of such notice to re-test the Milestone or Deliverable. Customer’s failure to respond within such seven (7) day period will constitute Customer’s acceptance of the applicable Milestone or Deliverable. The process set out in this Section 6(b). will continue until Customer notifies Alexi of its acceptance of a Milestone or Deliverable, or until a Milestone or Deliverable is deemed accepted as set forth herein, but will in no event repeat more than three (3) times. If Customer has provided three rejection notices for the same Milestone or Deliverable, then the Parties will treat the matter as a dispute in good faith. Notwithstanding the foregoing, in the event of the rejection notices from the Customer for the same Milestone, Customer may terminate the Agreement and Order Form and Alexi will provide a refund of prepaid Fees for Professional Services. Notwithstanding anything to the contrary in this schedule and the Agreement, if Customer uses any Deliverable in a production or commercial environment (e.g., “go live” with the Deliverable), Customer will be deemed to have accepted such Deliverable as of the date such Deliverable was first used in such production or commercial environment.

7. Customer Dependencies.

1. Customer will cooperate with Alexi in the performance of the Professional Services and in the development of Deliverables, including by providing access (whether onsite or remotely, as specified in the applicable Order Form) to Customer’s personnel, systems, equipment, or communications facilities, as reasonably requested by Alexi from time to time and perform other applicable customer responsibilities set out below and in an Order Form (“Customer Dependencies”). If Customer has not performed its Customer Dependencies including but not limited to providing all necessary cooperation or information to Alexi, or Alexi is otherwise denied or delayed access or information by Customer, then Alexi will be excused, without liability, from performing any further Professional Services. Such failure to perform Professional Services resulting from Customer’s failures will not relieve Customer from its payment obligations to Alexi.
2. Unless otherwise set out in the applicable Order Form, for each Order Form, Customer will:
   1. provide timely access to all information requested by Alexi for matters related to the Professional Services;
   2. provide administrator-level access to Alexi to enable service delivery, installation, and configuration;
   3. make available at no charge to Alexi all information and key Customer personnel required by Alexi in connection with the Professional Services (collectively, “Customer Resources”); and
   4. log all incidents with Alexi as soon as they become aware of the incident.