1. Introduction

Scope of this Agreement

For purposes of this Agreement:

• An "Authorized User" means an individual who accesses the Services as, or on behalf of, a Customer, including Customer personnel.

• A "Customer" means an entity that has contracted with Outlit Inc. (such as through an applicable Services Agreement or our Terms of Use) to access our Services.

This Agreement applies to our handling of information about Customers and Authorized Users in relation to their procurement of the Services and their interactions with Outlit Inc.

2. Provision of Service

General Provision

On execution by each Party of the Order Form, during the Subscription Term (as defined in Section 5.1), Provider will provide Customer with access to Provider’s community platform and API (collectively, the “Service”), allowing Customer to build scalable online communities in accordance with this Agreement. Accessing and using the Service requires Customer to obtain their own Internet access and any necessary hardware and software at their own expense.

Grant of Rights

Subject to this Agreement, Provider grants Customer a limited, royalty-free, non-exclusive, non-sublicensable, non-transferable right to access and use the Service as outlined in the applicable Order Form and Documentation.

Eligibility Requirements

Customer must meet the following conditions:

• Possess the authority to enter into this Agreement.

• Ensure Customer Data is accurate, current, and authorized for use.

• Comply with applicable laws and regulations.

• Avoid infringing on any third-party rights.

Restrictions

Customer is prohibited from:

• Unauthorized use or distribution of the Service.

• Altering, reverse engineering, or deriving source code.

• Scraping or unauthorized data extraction.

• Using the Service to create competing products.

3. Provider Technology

Hosted Environment

Provider will operate the hosted environment for the Service, including proprietary technology, server infrastructure, and related tools (collectively, “Provider Technology”). Provider Technology includes all updates, improvements, and derivatives developed during the Subscription Term.

4. Ownership

Customer Data

All rights, title, and interest in Customer Data remain with Customer. Provider only holds limited rights to use Customer Data to provide the Service.

Service and Provider Technology

The Service, Provider Technology, and associated intellectual property rights remain the exclusive property of Provider.

5. Fees and Payments

Fees

Customer must pay fees as specified in the Order Form.

Fee Adjustments

Provider reserves the right to adjust fees with 90 days' notice, effective at the start of the next Subscription Term.

Taxes and Late Payments

Fees exclude applicable taxes, which are Customer's responsibility. Late payments are subject to interest and collection fees.

6. Term and Termination

Subscription Term

The Subscription Term begins upon Order Form acceptance and continues as specified.

Termination

Termination for breach requires 30 days’ written notice. Free services may be terminated by Provider at any time without notice.

7. Customer Data

Data Protection

Provider agrees to safeguard Customer Data and use it solely to provide the Service. Aggregated, anonymized data may be used for analytics. Customer is responsible for ensuring uploaded data complies with this Agreement and applicable laws.

8. Confidentiality

Confidentiality Obligations

Both Parties agree to maintain the confidentiality of proprietary information disclosed during the Agreement term and for five years afterward.

9. Warranty Disclaimer

Service Availability

Provider offers the Service “as-is” without warranties of merchantability, fitness, or non-infringement.

Third-Party Hosting

The Service’s performance depends on third-party hosting providers and payment processors, which may affect availability.

10. Limitations of Liability

Damages Cap

Provider's liability is limited to the fees paid by Customer during the Subscription Term. Neither Party is liable for indirect damages.

11. Indemnification

Provider Indemnification

Provider will indemnify Customer for claims of intellectual property infringement related to the Service.

Customer Indemnification

Customer will indemnify Provider for claims arising from Customer Data that violates laws or infringes third-party rights.

12. Miscellaneous Provisions

Assignment

Neither Party may assign rights without consent, except in cases of mergers or acquisitions.

Notices

Provider will issue notices via email to the address provided by Customer.

Force Majeure

Neither Party is liable for delays caused by events beyond their control.

Governing Law and Disputes

This Agreement is governed by Ontario law. Disputes will be resolved in Ontario courts.

Severability

If any provision is deemed unenforceable, the remaining provisions will remain valid.