Kepler (TM) Platform Agreement 2022-01

Terms and Conditions

1. Definitions. The following terms shall have the following meanings whenever used in this Agreement:

1.1 “Client Data” means any data, whether owned, in-licensed by or other third-party datasets in the possession of Client in any form or medium uploaded on or transmitted through the Platform by a User, including the data derived from the processing of Client Data hereunder.

1.2 “Documentation” means Stradigi AI’s documents, user manuals, and guides with respect to the operation, use, specifications and functions of the Platform, including initial on-boarding, which may be updated by Stradigi AI from time to time and which Stradigi AI may make available online.

1.3 “Effective Date” means the date on which the subscription to the Platform by Client hereunder shall commence, as set out in Schedule A Fee Schedule.

1.4 “Fee Schedule” means the schedule setting out the fees payable by Client hereunder.

1.5 “Feedback” means requests, suggestions, or recommendations made by Client or its Users for design or other changes, or other feedback related to the features, functionality, content, or performance of the Platform, or other services of Stradigi AI.

1.6 “APIs” means the application programming interfaces that may be produced by Client through the use of the Platform.

1.7 “Malicious Code” means any virus, worm, time bomb, Trojan horse, malware or other harmful or malicious computer code, files, scripts, agents, programs, or content.

1.8 “Platform” means Stradigi AI’s proprietary artificial intelligence platform hosted on a cloud infrastructure, and all algorithms, software, systems, and user interfaces associated therewith, including Updates, Upgrades, Documentation, and all intellectual property forming part thereof of or embedded therein.

1.9 “Representatives” means shareholders, directors, officers, employees and agents of a Party hereto, its parents, subsidiaries and affiliates, and their respective shareholders, directors, officers, employees, and agents, and its successors and permitted assigns.

1.10 “Update” means a modification of the Platform that corrects an error, procedure, or routine that, when observed in the regular operation of the Platform, eliminates the practical adverse effect of the error, procedure, or routine.

1.11 “Upgrade” means a revision of the Platform to add to or modify functions, features, or optimizations of the Platform. Upgrades do not include the release of a new product or service or enhanced or added features for which there may be a separate charge.

1.12 “User(s)” means individuals, entities and organizations authorized by Client to access and use the Platform.

2. Subscription and APIs

2.1 Platform
Subject to Client’s and its Users’ compliance with the terms and conditions of this Agreement, Stradigi AI hereby grants to Client and its Users a non-exclusive, non-transferable, limited subscription to access and use the Platform solely for Client’s internal business purposes, commencing on the Effective Date. Stradigi AI shall not provide access to versions of the Platform other than that which is current as of the Effective Date, save as subsequently Updated or Upgraded as the case may be.

2.2 APIs
Client, and not Stradigi AI, will access and use the Platform to produce up to the number of APIs set out in Schedule A Fee Schedule, through which Client will access and use the Platform hereunder.

2.3 Updates and Upgrades
Stradigi AI may, from time to time and in its sole discretion, make Updates and Upgrades. Stradigi AI shall attempt to give advance notice of material Updates and Upgrades, together with information on how they may impact the access to and use of the Platform. Client acknowledges and agrees that Stradigi AI shall not be liable to Client in any manner or to any extent in the event that Client refuses to access and use the Platform following an Update or Upgrade.

3. Client Responsibilities

3.1 Users
Client shall ensure that all of its Users comply at all times with the terms and conditions of this Agreement. Client shall not appoint as a User any person who is a director, officer, employee or supplier of a person or entity competing with Stradigi AI. Client shall be responsible for all acts and omissions of Users, and any act or omission by a User that would constitute a breach of this Agreement, if taken by Client, will be deemed a breach of this Agreement by Client. Client shall arrange for all Users to approve the Platform’s privacy policy and agrees that access to the Platform will not be granted to Users who do not approve the policy.

3.2 Equipment; Connections
Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access and use the Platform and ensuring that such equipment and services are compatible with the configurations and specifications provided by Stradigi AI.

3.3 Security; Credentials
1.1. Stradigi AI shall provide necessary credentials and connections to allow initial access to the
Platform. Client shall, and shall ensure that Users, take all reasonable precautions to safeguard the Platform and to prevent any unauthorized access thereto. Client is solely responsible for maintaining the confidentiality and security of credentials and shall not disclose any credentials to any person other than Users. Client shall comply with any and all access, use and identification procedures and security protocols established from time to time by Stradigi AI. Client hereby accepts and assumes full responsibility for any use of, or action taken through credentials, and hereby releases Stradigi AI from any and all liability concerning such activity. Client shall promptly notify Stradigi AI by email at, or at such other address as Stradigi AI may designate from time to time, of
any actual or suspected loss, theft, or unauthorized use of any of Client’s or Users’ credentials, the Platform and data. Stradigi AI has no obligation to inquire as to the authority or propriety of any use of or action taken under one or more of Client’s and Users’ credentials and will not be responsible for any loss to Client or any third party arising from any such use or action or from Client’s failure to comply with these provisions

3.4 Administrative Address
Client shall provide to Stradigi AI a working email address for administrative purposes hereunder, upon execution of this Agreement. Any change to Client’s account setup on the Platform must be made by the User holding this address.

3.5 Use Restrictions
Client shall not use the Platform for any purposes beyond the scope of the rights and access granted in this Agreement. Client and its Users shall not at any time, directly or indirectly, and shall not permit any third party, including a parent, subsidiary, or affiliate of Client to: (a) use the Platform for improper or unethical purposes, in Stradigi AI’s sole opinion, or for unlawful purposes, for purposes other than Client’s internal, bona fide business purposes or in any way that would infringe or otherwise violate any right of a third party, or share features of the Platform with any third party; (b) copy, modify, or create derivative works of the Platform or the software or code contained therein, in whole or in part ; (c) make the Platform available to any person other than Users, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (d) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (e) bypass or breach any security device or protection used for or contained in the Platform or input, upload, transmit or otherwise provide any information or materials that are unlawful or contain, transmit, or activate any Malicious Code; (f) remove, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, or any related documentation, warranties, disclaimers, or any copyright or proprietary right notices from the Platform; (g) access or use the Platform in order to build, or to assist a third party in building, a competing product or service or a product or service using similar ideas, features, functions, or graphics; (h) engage in web or data scraping on the Platform, including without limitation the collection of data or information through any software that simulates human activity or a bot or web crawler, (i) perform any comparative or compatibility testing, benchmarking or evaluation of the Platform, or disclose directly or through a third party the results of any such testing, without the written consent of Stradigi AI; (j) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm the Platform in any manner, in whole or in part, including without limitation, taking any action that imposes an unreasonable or disproportionately large load on the Platform; (k) use the Platform for purposes that may result in personal injury or death or cause environmental or property damage; (l) use datasets that contain health or personal information or data other than with all required consents, or adult content, (m) use datasets that contain data or information regulated by the Payment Card Industry Data Security Standards, or other financial account numbers or credentials, or (n) use datasets that contain social insurance or security numbers, driver’s license number or other government identification numbers.

4. Fees and Payment

4.1 Fees
Client shall pay Stradigi AI the fees set forth in Schedule A Fee Schedule, without setoff or withholding (collectively, “Fees”) in U.S. dollars and not U.S. dollars equivalent. Fees are in consideration of Client’s access to and use of the Platform. Stradigi AI may send invoices for Fees to the Accounts Payable Contact email address set out in the Cover Sheet; however, Stradigi AI’s failure to issue an invoice shall not release Client from its obligation to pay Fees on the due dates set out in the Fee Schedule. Unless a different date is set out in a Fee Schedule, invoices are due upon receipt. Client shall assume the cost of making payment by electronic transfer of funds and Stradigi AI of receiving payment in the same manner. Fees paid are not refundable, save pursuant to Section 7.2(iii) hereof.

4.2 Fees Increase
Stradigi AI may, no later than 90 days before the expiration of the then-current Term, give notice to Client of the Fees payable during the next Renewal Term. Client shall pay such Fees during the Renewal Term unless the Parties agree otherwise, or this Agreement is not renewed pursuant to Section 10.2 hereof.

4.3 Consumption
Stradigi AI will not manage and is not obligated to keep track of the consumption of KCUs and KSUs by Client. Stradigi AI will allocate KCUs and KSUs to Client to allow the Client to complete the operation it is conducting on the Platform, when the then-balance of KCUs and KSUs appears insufficient to complete this operation, in Stradigi AI’s opinion. Client shall bear all responsibility for managing and keeping track of such consumption and pay for all KCUs and KSUs consumed. The purchase price paid by Client for the balance of KCUs and KSUs as of the expiration or termination of this Agreement is not refundable. A KCU is the unit of measure used by Stradigi AI of GPU and CPU consumption on an hourly basis; KCUs are consumed in data preparation, training, evaluation, inferencing (batch and online) and interpretability. A KSU is the unit of measure used by Stradigi AI of disk space used for storage of datasets and trained models.

4.4 Late Payment
If Client fails to make any payment when due, without limiting Stradigi AI’s other rights and remedies: (i) Stradigi AI may suspend access to the Platform until all arrears have been paid; (ii) charge interest on the past due amount at the rate of 1% per month calculated daily or the highest rate permitted under applicable law, whichever is greater; and (iii) Client shall reimburse Stradigi AI for all reasonable costs incurred by Stradigi AI in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees. Client agrees that it has not relied on the future availability of any services, programs, or updates in entering into the payment obligations set forth herein.

4.5 Taxes
All Fees and other amounts payable by Client under this Agreement are exclusive of taxes and other assessments. Client is responsible for all sales, use, goods and services, value added and excise taxes, and any other taxes, assessments, duties, fees, rates and charges of any kind imposed by any federal, provincial, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on Stradigi AI’s income.

5. Intellectual Property

5.1 Ownership
Client acknowledges and agrees that Stradigi AI owns, possesses, and retains all rights, title, and interest in and to the Platform and any intellectual property forming part thereof, embedded therein, or related thereto, including without limitation, all software, code, know-how and algorithms used to conceive or provide the same, and all graphics, user interfaces, logos, and trademarks reproduced on or through the Platform. Stradigi AI hereby grants to Client an exclusive, royalty-free, worldwide license to reproduce, process, display, and otherwise use the solutions for its bona fide internal business purposes during the Term in accordance with this Agreement. Except as expressly granted herein, this Agreement does not grant Client, any User, or any third party any right, including any intellectual property right, in or to the Platform.

5.2 Data
Stradigi AI acknowledges and agrees that Client owns all right, title, and interest, including any intellectual property rights, in and to Client Data. Client hereby grants to Stradigi AI a non-exclusive, royalty-free, worldwide license to reproduce, process, display, and otherwise use the Client Data necessary for its processing by the Platform and the performance by Stradigi AI of its obligations hereunder. Client is solely responsible for the accuracy, quality, integrity, legality (including the holding of all consents from data owners or subjects to use hereunder), reliability, completeness, and appropriateness of all Client Data. Notwithstanding anything to the contrary, Stradigi AI shall have the right to collect, record, compile, analyze and otherwise use any data and other information relating to the provision, use, and performance of various aspects of the Platform and related systems and technologies, and use such data and information for any Platform performance monitoring, quality control, diagnostic, corrective, development, improvement, and optimization purposes.

5.3 Trademarks
Stradigi AI retains all rights, title, and interest in and to all registered and unregistered trademarks and service marks, trade names, logos, or other symbols used by Stradigi AI to represent its products and services, including without limitation, the trademarks STRADIGI, STRADIGI AI (design mark) and KEPLER (collectively, “Stradigi AI Marks”), and Client agrees not to (i) use the Stradigi AI Marks, or any marks that are confusingly similar thereto, except as authorized by this Agreement or in writing by Stradigi AI, or (ii) challenge the ownership and use of, registrations for, or applications to register, the Stradigi AI Marks in any country, or assist any third-party in doing so.

5.4 Feedback
During the Term and thereafter, if Client or Users provide Feedback to Stradigi AI, Stradigi AI shall be free to use Feedback for any purposes without any obligations to Client.

6. Confidential Information

6.1 Definition
“Confidential Information” refers to the following items a Party discloses (the “Disclosing Party”) to the other Party (the “Receiving Party”): (a) any document the Disclosing Party marks “Confidential”; (b) any information the Disclosing Party orally designates as “Confidential” at the time of disclosure; (c) unless otherwise indicated by Client, Client Data, and (d) any other nonpublic information the Receiving Party should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in the Receiving Party’s possession at the time of disclosure; (ii) is independently developed by the Receiving Party without use of, or reference to, Confidential Information of the Disclosing Party; (iii) becomes known publicly, before or after disclosure, other than as a result of the Receiving Party’s inaction or improper action; or (iv) is approved in writing for release in writing by the Disclosing Party. The terms and conditions of this Agreement constitute Stradigi AI’s Confidential Information.

6.2 Nondisclosure
The Receiving Party shall not use Confidential Information of the Disclosing Party for any purpose other than the performance of this Agreement (the “Purpose”). The Receiving Party shall not (a) disclose Confidential Information of the Disclosing Party to its Representatives or contractors unless such person needs access thereto in order to facilitate the Purpose and executes a nondisclosure agreement with Receiving Party with terms and conditions no less restrictive than those of this Section 6; or (b) disclose Confidential Information of the Disclosing Party to any other third party without the Disclosing Party’s prior written consent, except as provided under subsection (a) above. Without limiting the generality of the foregoing, Receiving Party shall protect the Confidential Information of the Disclosing Party with at least the same degree of care it uses to protect its own confidential information, but with no less than reasonable care. Receiving Party shall promptly notify Disclosing Party of any actual or suspected misuse, misappropriation, or unauthorized access to Confidential Information of the Disclosing Party that comes to Receiving Party’s attention. With respect to any Confidential Information that constitutes a trade secret, obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

6.3 Return of Confidential Information
Upon non-renewal or termination of this Agreement, the Receiving Party shall return to the Disclosing Party all copies of Confidential Information of the Disclosing Party in its possession or, at Disclosing Party’s request, destroy and certify in writing the destruction thereof. Notwithstanding the foregoing, the Receiving Party will be entitled to (a) retain copies of the Confidential Information of the Disclosing Party preserved or recorded in any computerized data storage device or component or saved automatically to standard back-up or archival systems, and (b) retain copies of Confidential Information of the Disclosing Party to the extent required by law, regulation, or bona fide document retention policies. Such copies shall remain subject to this Section 6.

6.4 Legal Obligation to Disclose
If the Receiving Party is requested or becomes legally compelled to disclose any Disclosing Party Confidential Information, then, to the extent permitted by applicable law, the Receiving Party subject to such disclosure shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such request or requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 6, the Receiving Party shall disclose only that portion of the Confidential Information that is legally required to be disclosed and, at the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the competent court or other presiding authority that such Confidential Information will be afforded confidential treatment.

6.5 Retention of Rights
This Agreement does not transfer ownership of Confidential Information. The Disclosing Party will retain all right, title, and interest in and to all Disclosing Party’s Confidential Information.

6.6 Remedies
The Receiving Party recognizes that any breach of this Section 6 will result in irreparable injury to the Disclosing Party and that monetary damages alone will be an inadequate remedy in such case, and the Receiving Party therefore agrees that the Disclosing Party may, if it so elects, institute legal proceedings to obtain damages for any breach of this Section 6, or to enforce specific performance by the Receiving Party, or to restrain or enjoin the Receiving Party from all activities in violation of this Agreement. A Party’s entitlement to equitable relief pursuant to this Section 6 shall not be deemed to be an exclusive remedy under this Agreement but is in addition to all other remedies available in law or equity.

7. Representations and Warranties

7.1 Mutual Representations
Each Party represents that it has full power and authority to enter into this Agreement and has obtained all consents and/or permissions necessary to perform its obligations, receive the other Party’s performance hereunder, and to grant any rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement. Each Party further represents that it has not entered into nor will it enter into any agreements that would conflict with its obligations
hereunder or render it incapable of satisfactorily performing hereunder.

7.2 Stradigi AI Warranties
Stradigi AI warrants that it is the owner of the Platform. If a breach of the warranty in this Section7.2 occurs, or if Stradigi AI determines in its sole discretion that such a breach is likely to occur, Client shall immediately cease using the infringing features of the Platform upon notice from Stradigi AI, and Stradigi AI shall, at its option: (i) secure for Client the right to continue using the Platform; (ii) replace or modify the infringing features to make them non-infringing; or (iii) terminate the infringing features and refund to Client any prepaid fees, in proportion to the portion of the Term left after such termination. Notwithstanding the foregoing, Stradigi AI’s warranties under this Section 7.2 do not apply in the event of a breach of any of the Use Restrictions set forth in Section 3.5 herein.

7.3 Client Warranties
Client warrants that (a) it and its Users will accurately identify themselves and will not provide any
inaccurate information to Stradigi AI or through the Platform; (b) it shall comply, and shall ensure that its Users, Representatives, and contractors comply, with all applicable laws; and (c) that it has or shall have the rights to undertake the projects for the purposes of which it enters into this Agreement.

7.4 Disclaimer

7.5 No Recommendations or Advice
Client agrees that the Platform is intended only to act as an information and intelligence tool and none of the information and material forming part thereof or opinion or conclusion drawn therefrom is intended to constitute a recommendation by Stradigi AI to make or refrain from making any decision. Under no circumstances shall Stradigi AI, its Representatives, and its contractors be liable for the results of Client’s or any User’s use or misuse of the Platform or any other services provided hereunder, including any use contrary to applicable law.

8. Indemnification

8.1 Stradigi AI Indemnity
Stradigi AI shall defend and indemnify Client and its Representatives from and against any losses, damages, liabilities, costs and expenses (including reasonable legal fees and expenses) (“Losses”) suffered by, imposed upon or asserted against any of them (“Indemnified Claim”), as a direct result of(a) a claim by a third party of direct infringement of any patent or copyright on published works by the Platform in Canada and the United States of America; (b) material breach of Stradigi AI’s representations and warranties; and (c) any claim relating to any act, omission, negligence or willful misconduct on the part of Stradigi AI and its Representatives, resulting in personal injury, death, or damage to property. Notwithstanding the foregoing, Stradigi AI’s obligations under this Section 8 shall not apply to the extent that an Indemnified Claim arises out of (a) Client’s or its User’s breach of this Agreement; and (b) all Losses arising from systemic bias resulting from the use of the Client Data or data from other sources.

8.2 Client Indemnity
Client shall indemnify, defend, and hold harmless Stradigi AI and its Representatives (each, a “Stradigi AI
Indemnitee”) from and against any and all Losses incurred by such Stradigi AI Indemnitee in connection with any Indemnified Claim by a third party (other than an affiliate of an Stradigi AI Indemnitee) to the extent that such Losses arise out of or relate to any: (a) claims that Client Data infringes, misappropriates or violates any intellectual property or other right of any person or entity; (b) breach of Client’s representations and warranties; and (c) any claim relating to any act, omission, negligence or willful misconduct on the part of Client and its Representatives, resulting in personal injury, death, or damage to property. Client shall also indemnify Stradigi AI of any and all Losses suffered by Stradigi AI as a result of a breach of this Agreement by Client.

8.3 Indemnification Procedure
Each Party shall promptly notify the other Party in writing of any third-party claim for which such Party believes it is entitled to be indemnified. The Party seeking indemnification (the “Indemnitee”) shall cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Indemnified Claim and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 8.3 will not relieve the Indemnitor of its obligations under this Section except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Neither Party shall be responsible for or bound by any settlement that it does not approve in writing.

8.4 Sole Remedy

9. Limitation of Liability
STRADIGI AI SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS AGREEMENT, OR FOR ANY LOST DATA OR LOST PROFITS, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, STRADIGI AI SHALL NOT BE LIABLE TO CLIENT FOR ANY CLAIM ARISING FROM, RELATING TO, OR CONNECTED WITH THE PLATFORM OR ANY SERVICES PROVIDED HEREUNDER, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS, IN THE AGGREGATE, IN EXCESS OF THE FEES PAID BY CLIENT TO STRADIGI AI IN THE 12 MONTHS PRIOR TO THE FIRST OCCURRENCE GIVING RISE TO THE CLAIM FOR LIABILITY. If applicable law limits the effect of the provisions of this Section, Stradigi AI’s liability will be limited to the maximum extent permissible under such law. For the avoidance of doubt, Stradigi AI’s liability limits and other rights set forth in this Section apply likewise to Stradigi AI’s Representatives, licensors, suppliers, advertisers, sponsors, consultants and other affiliated parties. Client expressly acknowledges and agrees that the provisions of this Agreement fairly allocate the risks between Stradigi AI and Client, and that the Fees hereunder reflect this allocation of risk and the limitation of liability specified herein, and that Stradigi AI would not enter into this Agreement without such allocation and limitation.

10. Coming into Force and Effective Date, Term and Termination

10.1 Coming into Force and Effective Date
This Agreement shall come into force on the date of its full execution by the parties. The Effective Date is set out in Schedule A Fee Schedule.

10.2 Term
The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect as set forth in Schedule A Fee Schedule (the “Initial Term”). Thereafter, unless terminated as set forth herein or unless a Party gives the other Party notice of non-renewal no less than 60 days prior to the expiration of the Initial Term or then-current Renewal Term, this Agreement will automatically renew for the same period of time as the Initial Term (each a “Renewal Term” and together with the Initial Term, the “Term”).

10.3 Termination for Cause
Either Party may terminate this Agreement for the other Party’s material breach thereof by giving advance written notice thereof to the other Party specifying in detail the nature of the breach, effective 1 week thereafter, unless the breaching party cures such breach within such week, or effective immediately if the breach is not capable of cure; breach of Section 3.3, 3.5, 3.6, 4 or 6 hereof is, without limitation, a material breach. Notwithstanding the foregoing sentence, repetitive late payments by Client, though cured, shall authorize Stradigi AI to terminate this Agreement upon notice to Client, without liability to Client. Either Party may terminate this Agreement for other breaches by giving a 30-day advance notice thereof to the other Party, during which period the other Party may remedy the breach; if not so remedied, the non-breaching Party shall have the right to consider this Agreement then terminated, without the need for further notice. Stradigi AI may terminate this Agreement upon notice to Client if Client has ceased to carry on business, taken steps to be wound up or liquidated, has become insolvent, availed itself of bankruptcy and insolvency laws, or legal proceedings have been instituted which may lead to it being adjudicated bankrupt or insolvent or to the appointment of an administrator, sequester, trustee, receiver or similar officer to its assets.

10.4 Termination by Stradigi AI
Stradigi AI may terminate this Agreement at its entire discretion upon giving Client a 7-day advance notice in the event that a change in Client’s business or organization is likely to result in Client or a third party having, directly or indirectly, interests which may conflict or compete with those of Stradigi AI, without any liability to Client.

10.5 Termination by Client
Client may terminate this Agreement at any other time by giving Stradigi AI a 14-day advance notice and shall pay Stradigi AI, at the time of the giving of such notice, all Fees payable during the 12 months following this termination date.

10.6 Suspension or Termination
As provided for in Section 4.4 hereof, Stradigi AI may suspend access to the Platform by all Users until all arrears of payments required to be made by Client hereunder have been paid. In addition to any other right of Stradigi AI pursuant to this Agreement, certain circumstances may require Stradigi AI to suspend or terminate (where appropriate), as determined in Stradigi AI’s discretion, Client’s access to and use of, or modify the Platform, without notice in order to: (a) prevent damages to, or degradation of the integrity of, the Platform; (b) comply with any law, regulation, court order, or other governmental request or order; or (c) otherwise protect Stradigi AI from potential legal liability or harm to its reputation or business. Stradigi AI will use commercially reasonable efforts to notify Client of the reason(s) for such suspension or termination as soon as reasonably practicable. In the event of a suspension, Stradigi AI will restore Client’s access to the Platform as soon as the event giving rise to the suspension has been resolved as determined in Stradigi AI’s discretion. Nothing contained in this Agreement will be construed to limit Stradigi AI’s actions or remedies or act as a waiver of Stradigi AI’s rights in any way with respect to any of the foregoing activities. In addition to all remedies available under applicable law, Stradigi AI also has the right, at its sole option, to do any or all of the following: (i) immediately terminate this Agreement and all duties and obligations of Stradigi AI hereunder and (ii) declare all amounts due and thereafter to become due hereunder to be immediately due and payable in full. Stradigi AI will not be responsible for any loss or damages incurred by Client as a result of any termination or suspension of access to or use of the Platform under this Section 10.

10.7 Effects of Termination or Expiration
In the event of expiration or termination of this Agreement, Client and its Users shall no longer have the right to access or use the Platform and all rights granted to Client hereunder shall automatically terminate as of the date of such termination or expiration. Stradigi AI shall return Client Data which may be in its possession to Client within 30 days of such expiration or termination, at Client’s costs for the volume of Client Data to be returned that exceeds 10 terabytes. Client shall pay Stradigi AI all then unpaid Fees owed under the Agreement. Such expiration or termination will not affect any rights or obligations which have accrued prior thereto, or any other rights or remedies which either Party may have.

11. Dispute Resolution

11.1 Initial Dispute Resolution
The Parties shall attempt to resolve any dispute that arises between them through the respective management-level counterparts. If they are unable to resolve a dispute following reasonable efforts, either Party may submit a written notice of dispute to the other. Within 15 days after receipt of such notice, the dispute shall be escalated to an officer of each of the Parties for review and resolution. The Parties agree to continue performing their respective obligations under the Agreement while the dispute is being resolved unless and until such obligations are terminated in accordance with the provisions of the Agreement. If the dispute is not resolved by these officers within 30 days after their receipt of notice of the dispute, each Party shall have the right to initiate the alternate dispute resolution process pursuant to this Agreement.

11.2 Governing Law and Arbitration
This Agreement will be governed by and construed in accordance with the law of the Province of Quebec,
without reference to its conflict of laws rules. For greater clarity, the Parties hereby expressly waive the application of section 2125 of the Civil Code of Quebec. This Agreement is not subject to the 1980 United Nations Convention on Contracts for the International Sale of Goods. Any action, proceeding, or arbitration relating to or arising from this Agreement must be brought, held, or otherwise take place in the judicial district of Montreal, QC. Any claim, dispute or controversy (“Claim”) by either Stradigi AI or Client against the other, or against its Representatives, arising from or relating in any way to this Agreement, including Claims regarding the applicability of this arbitration clause or the formation, existence, validity, effects, interpretation, application, breach, resolution or annulment of this Agreement, shall be resolved exclusively and finally by confidential, binding arbitration administered by the ADR Institute of Canada, in accordance with its Arbitration Rules current at the time the Claim is filed, except as otherwise provided below. All Claims are subject to arbitration, no matter what theory they are based on or what remedy they seek. This includes Claims based on contract, tort (including intentional tort), fraud, agency, negligence, statutory or regulatory provisions, or any other sources of law. The arbitration will be conducted in the English language before a single arbitrator and will be limited solely to the Claim between Stradigi AI and Client. The arbitration, or any portion of it, will not be consolidated with any other arbitration. Any decision rendered in such arbitration proceedings will be final and binding on the Parties, and judgment may be entered in a court of competent jurisdiction. However, the Parties hereto may have recourse to courts of justice to seek injunctive or seizure orders only; the issuance of such orders by a court of justice shall not give competence to the court. If either Party prevails in the arbitration of any Claim against the other, or in the adjudication of a recourse to Courts hereunder, the non-prevailing Party will reimburse the prevailing party for any fees it paid to the ADR Institute of Canada in connection with the arbitration, as well as for any reasonable attorneys’ and experts’ fees and other reasonable costs incurred by the prevailing Party in connection with such arbitration or court proceedings.

12. Miscellaneous

12.1 Independent Contractors
The Parties are independent contractors and shall so represent themselves in all regards, and nothing in this Agreement is intended to create, or shall be construed to create, an association, trust, partnership, joint venture, employment, or other entity or similar legal relationship between the Parties. Neither Party is the agent of the other, and neither may make commitments on the other’s behalf.

12.2 Hiring and Non-Solicitation
Client shall not hire as employees, solicit for employment or directly or indirectly retain the services of employees of Stradigi AI during the Term and two (2) years thereafter.

12.3 Notices
All notices, requests, consents, claims, demands and waivers hereunder (each, a “Notice”) must be in writing and addressed to the President of a Party at the address set forth on the Cover Sheet (or to such other address that may be designated by giving Notice in accordance with this Section 12.3). All Notices must be delivered by personal delivery, recognized courier service (with all fees pre-paid), or email or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section 12.3.

12.4 Survival
Any provision of this Agreement which by its nature extends beyond the Term shall survive the expiration or termination thereof, including, without limitation, Section 5 (Intellectual Property), Section 6 (Confidential Information), Section 7.4 (Warranty Disclaimer), Section 8 (Indemnification), Section 9 (Limitation of Liability), Section 10.7 (Effects of Termination or Expiration), Section 11 (Dispute Resolution), and this Section 12 (Miscellaneous).

12.5 Publicity
Neither Party will make any separate public announcement regarding this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, during the Term, Stradigi AI may (a) issue press releases announcing or describing the relationship between Stradigi AI and Client; provided that Stradigi AI gives Client a reasonable opportunity to review and comment on the proposed disclosure prior to its public release, (b) use Client’s name and marks in any general listing of clients of Stradigi AI in marketing and promotional materials, including on the Stradigi AI website, and in connection with proposals to third parties, and (c) otherwise refer to Client in print or electronic form for marketing, reference, and other business purposes. Notwithstanding any other provision of this Agreement, Stradigi AI may produce case studies based on Client’s use of the Platform for marketing and business development purposes, provided that Client’s identity, Client’s Confidential Information and Client Data which may reveal the identity of Client is not disclosed.

12.6 Force Majeure
No delay, failure, or default to perform hereunder, other than a failure to pay Fees when due, will constitute a breach of this Agreement to the extent caused by acts of war; military operations; terrorism; sabotage; national emergency; civil commotion or disorder; order, decree, requisition, request or recommendation of a governmental authority, including shelter-in-place; change in law; embargoes; hurricanes; storms; earthquakes; fire; flood; utilities failure; communications failure; strikes or other labor disputes; epidemic; pandemic; acts of God; or other causes beyond the performing Party’s reasonable control.

12.7Assignment and Successors
This Agreement and the rights and obligations arising hereunder are binding upon and inure to the benefit of the Parties and to their respective successors and permitted assigns. Neither Party will transfer or assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other. However, each Party may assign its rights and delegate its obligations under this Agreement without the other Party’s consent in connection with a merger, where Stradigi AI or the Client is the surviving entity, acquisition, the sale of all or substantially all of its assets or similar transaction, provided that the assignee agree in writing to assume all obligations of the assigning party under this Agreement. Any unauthorized transfer, assignment, or delegation will be null and void.

12.8 Severability
To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable pursuant, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

12.9 No Waiver
Neither Party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized Representative in an explicit written waiver. No waiver of a breach or provision of this Agreement will constitute a waiver of any other breach or provision of this Agreement, nor will it constitute a waiver of the same breach or provision at a later date. For greater certainty, no delay or failure by Stradigi AI to exercise rights in respect of Section 3.5 hereof, while Stradigi AI is aware of a breach thereof by Client, shall be deemed to constitute a waiver of any of Stradigi AI’s rights under this Agreement.

12.10 Construction
The parties agree that the provisions of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship. Headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

12.11 Technology Export
Client shall not: (a) permit any third party to access or use the Platform in violation of any applicable law or regulation; or (b) appoint as a User any person residing in a country subject to Canadian or American trade sanctions. Client shall not, directly or indirectly, export data, information or software provided by Stradigi AI in violation of Canadian or United States laws or use same for any purpose prohibited by these laws, including nuclear, chemical, or biological weapons proliferation, or development of missile technology. Client represents and warrants that Client is not: (i) located in a country that is subject to Canadian or U.S. government trade sanctions or that has been designated by the Canadian or U.S. government as a “terrorist supporting” country; or (ii) listed on any Canadian or U.S. government list of prohibited or restricted parties.


Kepler™ Service Level Agreement

This Service Level Agreement (“SLA”) is entered into on the Effective Date pursuant to the ●, 2020 Kepler™ Platform Agreement between Stradigi AI Inc., as “Stradigi AI”, and ●, as “Client” (the “Agreement”).

In consideration of the covenants set out in the Agreement and hereunder, the parties hereby agree as follows:

1. Definitions
Terms and expressions used in this SLA shall have the meanings set out in the Agreement or hereinafter:

a. Business Day means Monday through Friday, excluding statutory holidays in the province of Quebec.
b. Business Hours means 9:00 a.m. to 5:00 p.m. Eastern Standard Time or Eastern Daylight Saving Time (in season) on Business Days.
c. Client Support Contact means Client’s designated personnel authorized to make Support Requests to Stradigi AI; such personnel must be familiar with the operation of the Platform.
d. Initial Response Time means the duration, in Business Hours, between the time when Stradigi AI has received a Support Request and the time when Stradigi AI responds for the first time to this request.
e. Stradigi Escalation Contact means Stradigi AI’s designated personnel authorized to receive escalation requests from Client Support Contact and manage escalations.
f. Stradigi Support Contact means Stradigi AI’s designated personnel authorized to receive Support Requests and requests for information and manage the provision of technical support from such receipt.
g. Support Request means an alleged or actual individual issue or event preventing a User from accessing or using the Platform or having to do with its operation that is reported to Stradigi AI for support hereunder.

2. Agreement

2.1 This SLA describes the service levels and support to be provided by Stradigi AI to Client in respect of the Platform pursuant to the Agreement.

2.2 This SLA is not intended to amend the Agreement or to expand Stradigi AI’s liability to Client pursuant to the Agreement.

3. Contacting Stradigi AI Support
Support Requests and requests for information on the use or operation of the Platform may only be made by Client Support Contact and by:
Phone: +1 (888) 689-1995
or by opening a case (aka “ticket”) at

4. Support Process

4.1 Stradigi AI shall appoint a Stradigi Support Contact and a Stradigi Escalation Contact to manage Support Requests and escalation. Client shall appoint a Client Support Contact to manage Support Requests and escalation and to receive support. The parties shall make these appointments promptly following the execution of this SLA.

4.2 Client agrees and accepts that Stradigi AI may, for the purposes of providing support hereunder, have access to Client’s and Users’ platform accounts and access and use data and personal information uploaded onto the platform by Client and Users.

4.3 Stradigi AI will provide technical support to Client during Business Hours on Business Days.

4.4 Stradigi AI will use commercially reasonable efforts, commensurate with the severity of a Support Request, to correct any malfunction or defect of the Platform.

4.5 Prior to making a Support Request, Client Support Contact shall conduct adequate research on the incident and classify the malfunction or defect based on the severity levels set out in the table below.

4.6 When making a Support Request, Client Support Contact shall provide Stradigi Support Contact with a full and detailed description of the malfunction or defect, including (but not limited to) Client’s name, Client Support Contact’s email address and phone number, Platform version, time stamp, Client’s computer system information (operating system and browser version), screenshots as well as any other relevant information.

4.7 Client Support Contact shall respond promptly to all Stradigi AI’s requests for information, including diagnostic information, documentation, and assistance.

4.8 For each malfunction or defect reported in compliance with this SLA, Stradigi
AI will:
a. Assign a severity level to it, notwithstanding the prior classification made by Client Support Contact, which assignment shall govern,
b. Log the Support Request by assigning a unique identifier to it;
c. Confirm receipt of the Support Request and advise Client Support Contact of this identifier within the Initial Response Time set out in the table below;
d. Analyze the malfunction or defect, help identify its root cause and dependencies and attempt to resolve it; and
e. Update Client Support Contact in accordance with the table below.

4.9 Each case, or ticket, will remain open until it has been resolved or a reasonable workaround is in place.

4.10 Client Support Contact will refer to the unique identifier assigned to a Support Request by Stradigi AI in all communications with Stradigi AI in respect thereto.

4.11 Support Requests will be prioritized based on the following severity levels, as assigned by Stradigi AI.

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