Terms of Service

These Terms of Service (the "Terms") are made by and between the customer identified in the Quotation ("Customer"; "you", "your") and BEEM Technologies Inc., with a registered address at 539 Bonsecours, Montreal (Québec), H2Y 3C6 ("BEEM", "we", "us", "our").

These Terms define the legal relationship between you and us in connection with the Services (as defined below). If you have any questions related thereto, you can reach us at team@beemdata.com or call us directly at 1-833-929-3282.

Scope at a glance (non-binding summary). The Platform is BEEM's cloud data platform, including its connectors, warehouse, datalake, dashboards, AI Features, flows, and related features. Your subscription to the Platform is governed by these Terms. Professional services delivered by BEEM's Advanced Data Services (ADS) team are a separate offering governed by the Professional Services (ADS) Terms & Conditions. Commercial specifics - plan, term, rates, and pricing tables - are set out in your Quotation.

1. DEFINITIONS

"Abuse(s)" has the meaning ascribed to it in Section 3.
"Account" means the accounts created pursuant to your subscription and used to operate and access the Services by your End Users, including but not limited to the Third-Party Cloud Account.
"Advanced Data Services" or "ADS" means the professional services provided by BEEM's professional services team (the ADS team) in connection with your use of the Platform, including, but not limited to, onboarding, configuration, consultation, training, strategy, data engineering, data analytics, business intelligence and artificial intelligence services. Our Professional Services (ADS) Terms & Conditions provide a separate set of legal terms for our provision of the Advanced Data Services.
"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to these Terms. Control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"AI Features" means the features of the Platform that use artificial intelligence models or systems, including, without limitation, natural-language querying and any AI-assisted functionality made available by BEEM from time to time.
"Anonymized Data" means (i) Personal Information which has been processed through an industry-standard de-identification technology or method (such as anonymization) and which, as a result, does not relate anymore, directly or indirectly, to an identified or identifiable natural or moral person and cannot be reidentified, irreversibly; (ii) data derived or generated by BEEM from the operation of the Services that does not classify as Personal Information or Confidential Information and does not identify Customer directly or indirectly; and (iii) data aggregated by BEEM that does not identify Customer directly or indirectly. For clarity, data submitted by Customer to the Platform remains Customer Data.
"Anti-Corruption Laws" has the meaning ascribed to it in Section 18.
"Availability" means the Services and any add-ons available for access and use as measured by BEEM's monitoring systems, whose relevant records are made available to Customer upon request. Availability is expressed as the percentage corresponding to such Services' availability during a month and is calculated as follows: (total minutes of uptime in a month - total minutes for Exempted Downtime and Scheduled Downtime) / (total number of minutes in a month - total minutes for Exempted Downtime and Scheduled Downtime) x 100. "Unavailability" means that such Services are not available for access and use as measured by BEEM's monitoring systems, whose relevant records are made available to Customer upon request, such as when critical functionalities cannot be accessed or used.
"BEEM Suppliers" has the meaning ascribed to it in Section 9(b).
"Change Order" means a revised or supplemental Quotation issued by BEEM and accepted by Customer, which amends the Services, Fees, Subscription Term or other commercial terms it addresses, effective as of its stated effective date.
"Confidential Information" means any and all information of a party (the "Disclosing Party") which has or will come into the possession of the other party (the "Receiving Party") concerning the business, properties, affairs or finances of the Disclosing Party, including proprietary information and trade secrets. Confidential Information must be indicated as confidential information, or it must be clear from its nature or the circumstances of its disclosure that the information ought to be handled as Confidential Information.
"Consumption Fees" means the usage-based Fees for DPUs consumed and storage used, at the rates and volume tiers set out in the applicable Quotation.
"Convenience" has the meaning ascribed to it in Section 19.
"Customer Data" means any (i) Personal Information of or about any individual generated by or submitted through the Services; (ii) data generated by or submitted through the Services by Customer (including by End Users). Notwithstanding anything to the contrary in these Terms, Anonymized Data and Usage Data shall not be considered Customer Data.
"Customer Service Providers" has the meaning ascribed to it in Section 4.
"Deliverables" means any algorithms, queries, documentation, reports, business intelligence outputs or similar materials, or transformations developed specifically for Customer in connection with the Services or the Advanced Data Services, which become the property of Customer in accordance with the Professional Services (ADS) Terms & Conditions.
"Deployment Date" means the date on which the Platform is deployed for Customer, as indicated by Customer in the configuration form received after acceptance of the Quotation, or, absent such indication, the date on which BEEM makes the Platform available to Customer. If deployment has not occurred within 30 days of acceptance of the Quotation for reasons attributable to Customer, billing begins on the 31st day following such acceptance.
"Documentation" means the documentation and other material made available to Customer (and End Users) in connection with our provision of the Services, not including the Deliverables.
"DPU" means a data processing unit, which represents the cloud resource usage and compute units necessary to perform all the actions within the Platform.
"End User(s)" means each user who is authorized by you to use and access the Services.
"Excluded Upgrade" has the meaning ascribed to it in Section 2(e).
"Exempted Downtime" has the meaning set forth in Section 4.
"Fees" has the meaning ascribed to it in Section 6(a).
"Force Majeure Event" has the meaning ascribed to it in Section 17.
"Intellectual Property" means any and all intellectual property, including without limitation, works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-how, scientific formulae, data, information, images, reports, results, analysis, software, models, research and development information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trade-marks and any and all proprietary rights provided under patent law, copyright law, trade mark law, design patent or industrial design law, semiconductor chip or mask work law, or any other statutory provision or civil or common law principle applicable to the protection of intangible proprietary information or rights, including trade secret law, which may provide a right in any of the foregoing as well as any and all applications, registrations or other evidence of a right in any of the foregoing.
"Law" or "Laws" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, provincial, territorial, municipal or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction, as amended from time to time.
"Notification Email Address" means the email address provided by you in the Quotation, which address is designated to receive notices from us.
"Output Document" has the meaning ascribed to it in Section 11(b).
"Payment Processors" has the meaning ascribed to it in Section 6(a).
"Personal Information" means any information that would meet the definition of "personal information" or "personal data" (or similar nomenclature) under applicable Law and that is (i) submitted through the Services by you or your End Users; or (ii) collected or generated by the Services about End Users.
"Platform" means the integrated cloud-based software-as-a-service platform, including its cloud-based infrastructure (if applicable), and software components (including any associated APIs) that enable businesses to store, transform, manage and analyze data across multiple data sources and applications, currently available at https://www.beemdata.com/. Dashboards, AI Features, flows and other in-product features are features of the Platform and not separate services.
"Quotation" means a quotation describing the Services, the Fees (including any applicable rate tables) and the Subscription Term. The Quotation is issued by BEEM and accepted by Customer through electronic means, signature or by the issuance of a purchase order. A Change Order is a Quotation.
"Representatives" means a party's Affiliates, subsidiaries, resellers, agents and subcontractors, as well as the respective employees, directors, officers and developers of each of these third parties.
"Scheduled Downtime" has the meaning ascribed to it in Section 4.
"Security Breach" means any act or omission that materially compromises the security, confidentiality or integrity of Personal Information or Confidential Information.
"Service Credit" has the meaning ascribed to it in Section 4.
"Service Level" has the meaning ascribed to it in Section 4.
"Services" means the services described in the Quotation and the Documentation, including a subscription to the Platform, access to the Third-Party Cloud Account, and maintenance and support as described in these Terms. For greater certainty, Services do not include the Advanced Data Services, which must be purchased separately, as detailed in the Professional Services (ADS) Terms & Conditions.
"Subscription Term" has the meaning ascribed to it in Section 19.
"Tax Deduction" has the meaning ascribed to it in Section 6(d).
"Third-Party Claim" means any third-party claim, lawsuit, action, or proceeding.
"Third-Party Cloud Account" means Customer's account with a cloud service provider of Customer's choice (which shall be AWS, unless otherwise specified by Customer and confirmed in an applicable Quotation), to be managed by BEEM on behalf of Customer, except as set forth herein or in any applicable Quotation.
"Upgrade" has the meaning ascribed to it in Section 2(e).
"Usage Data" means data captured and/or generated by the Services about statistics, trends, performance and analytics, such as page views, performance statistics, error occurrences, and electronic attributes of devices, such as browser name and version, operating system and country. Usage Data is used to improve our Services, monitor performance and understand popular features.

2. OUR SERVICES

(a) Performance of the Services

Subject to your payment of the applicable Fees and compliance with these Terms, we will provide the Services to you during the Subscription Term, the whole substantially in accordance with these Terms.

(b) Quotations; Plan Structures

The Quotation will detail the type of subscription plan to the Services and to the Platform that you select, including the applicable subscription Fees, the rates and volume tiers applicable to Consumption Fees, and, where applicable, any DPU or storage allotments included in your plan. Depending on your subscription, you will have access to different Platform features, such as the number of workspaces available to you and your End Users and various add-ons. In the case of any conflict between these Terms and a Quotation, the Quotation shall take precedence.

Your plan is structured in one of the following ways, as set out in the Quotation:

(i) Subscription plus consumption: a fixed monthly subscription Fee, plus Consumption Fees for actual DPU and storage usage, billed as described in Section 6; or

(ii) Subscription with included allotments: a fixed monthly subscription Fee including specified DPU and storage allotments, with usage exceeding such allotments billed as Consumption Fees as described in Section 6.

(c) Add-Ons

BEEM offers optional features and services that can be added to your plan (each an "Add-On"), such as additional workspaces, connectivity options (for example, gateways, bridges, replication services or VPN) and other options listed in the Quotation. Add-Ons are added to your plan through the Quotation or a Change Order and form part of your plan: the Add-On fee is added to your subscription Fee and is billed on the same cadence as your subscription Fees. Where subscription Fees are billed annually and an Add-On is added during the Subscription Term, BEEM invoices the Add-On fee for the remainder of the then-current term on a prorated basis. Add-Ons renew together with your plan upon each renewal of the Subscription Term, unless removed through a Change Order. Certain Add-Ons may increase your consumption of DPUs or storage; such usage is reflected in the monthly Consumption Fees. Certain Add-Ons require plan compatibility, and a higher plan may be required for specific Add-Ons, as indicated in the Quotation. Add-Ons form part of the Services, and these Terms apply to them.

(d) Changes; Change Orders; Modifications to these Terms

Any change to your plan, add-ons, allotments or other commercial terms is effected through a Change Order. Upon acceptance by Customer, the Change Order amends the affected terms as of its effective date.

We reserve our rights to make changes to the Services. In case of a material change, we will notify you via the Notification Email Address. Modifications to the Services shall not materially and adversely affect the performance of the Services in accordance with these Terms.

We may need to modify these Terms to adapt to new technologies, functionalities, regulatory requirements or otherwise, based on our legitimate business needs. If we need to amend these Terms in a material manner, we will advise you through the Notification Email Address at least 30 days before the amendment takes effect. If you continue to use the Services after the effective date of such notice, we will consider that you accept the amendments to these Terms. You may object to any modification to these Terms by reaching out to us at team@beemdata.com and if you cannot agree to a mutually acceptable modification, you may exercise your right to terminate these Terms, pursuant to Section 19. If you object to a material modification that adversely affects you and no mutually acceptable arrangement is reached before the modification takes effect, you may terminate the affected Services by written notice taking effect on the date the modification takes effect, without the early-termination fees set out in Section 19(b), and BEEM will refund any prepaid subscription Fees for the period following that date.

(e) Upgrades; New Features

We may, from time to time, develop new modules, versions, functionalities or features to the Services (each an "Upgrade"). Upgrades are generally included with your subscription to the Services, except if we indicate otherwise (the "Excluded Upgrade"). Excluded Upgrades will be available to add to your subscription to the Services through a Change Order, subject to additional Fees, but shall not include security patches and updates that are required for the Services to function substantially as described in these Terms.

(f) Account; Account Credentials

End Users must have the appropriate Account to access and use the Services. End Users are responsible for maintaining the confidentiality of their credentials, and BEEM shall not be responsible if an Account is compromised, except to the extent the compromise results from BEEM's fault or negligence. If an End User's credentials have been compromised, (i) the End User must change his or her password as soon as possible; and (ii) you must contact us to advise us that the credentials have been compromised so that we can conduct reasonable inquiries and take any actions we may believe necessary to protect the Services, acting reasonably. You agree to collaborate with us in connection with such inquiries.

3. ACCEPTABLE USE

You represent and warrant that you will use the Services only for lawful purposes and in accordance with these Terms and our Acceptable Use Policy (https://www.beemdata.com/legals/acceptable-use-policy), which is incorporated herein by reference. You agree that you will deploy commercially reasonable efforts to cause your End Users to use the Services in accordance with these rules. You shall remain entirely liable for all acts and omissions by your End Users, and any act or omission by any End User that constitutes a breach of these Terms will be deemed a breach of these Terms by you.

You hereby represent and warrant that, unless expressly authorized in writing by us, you and your End Users will not use the Services in any manner:

that is prohibited by Law or our policies made available to you, including these Terms;
that will disrupt third parties' use or enjoyment of the Services, including if this use results in automated, constant and repeated requests for data, other than as permitted under these Terms, and that has a negative effect on our systems or network, including abnormal usage that overloads servers or causes portions of our network to be blocked (e.g. denial-of-services and distributed-denial-of-services attacks);
that uses the Services to create, transmit, distribute or store material that violates Intellectual Property, privacy, publicity or other personal rights of individuals, export control laws or regulations, or that can otherwise be threatening, abusive, hateful or constitutes or encourages conduct that would be considered a fraud, a criminal offence or that would be likely to give rise to civil liability;
that results in (A) the sharing of credentials, identifiers and passwords among End Users or among End Users and third parties; and (B) the distribution, disclosure or use of any of the Services in any format to or by unauthorized third parties (i.e. other than End Users), other than the Deliverables and Output Documents as permitted herein, including by reselling the Services or making them available to third parties as part of any outsourcing, hosting, service-bureau or managed-services arrangement, or by any other means;
that involves using any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, programs, algorithms, or methodologies to access, acquire, copy or monitor the Services or any portion of the Services, other than in the course of the normal use of the Services by Customer and its End Users;
that involves decompiling, disassembling, or otherwise reverse engineering or attempting to reconstruct or discover any source code or ideas or algorithms of the Platform or any part of the Services, by any means whatsoever;
that involves penetrating our security, including, without limitation: by posting or transmitting any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features; by interfering with the proper functioning of the Services; by attempting to hack any security requirements or processes in the use of the Services; by attempting to access any part of the Services (or any of their related systems, networks, servers or other equipment) which you are not authorized to access; by attempting to disrupt in any manner the operation of the Services, its servers or networks; by disobeying any requirements, procedures, policies or regulations of your network connected to the Services; by manipulating identifiers to disguise the origin of any content transmitted or uploaded on to the Services, or the source of any content; or by modifying or altering the Services in any unauthorized manner.

((i) to (vii) above shall be known, collectively, as the "Abuses").

You hereby agree and acknowledge that an indirect or attempted violation of this Section 3 shall be considered an Abuse. If we discover that you (or your End Users) are about to commit or are committing any Abuse (including by facilitating an Abuse), we may suspend part or all of the Services pre-emptively; however, suspension without prior notice is limited to cases where the imminent or ongoing Abuse threatens the security, integrity or availability of the Services or the data of other customers, and in all other cases we will give you prior notice. If no prior notice was given, we will send you a written notice as soon as practicable and will conduct an inquiry to reasonably determine if the suspension of Services should be maintained.

4. SERVICE LEVEL AGREEMENT; SERVICE CREDITS

(a) Service Level

Subject to the other provisions of these Terms, during the Subscription Term, we undertake to provide an Availability of 99.5% per month (the "Service Level"). The Service Level shall only apply to the components of the Services that are within our immediate control, including but not limited to the Platform. For the sake of clarity, the Service Level encompasses BEEM's management of the Third-Party Cloud Account but does not encompass the Availability of the Third-Party Cloud Account itself.

The Service Level does not apply in the following circumstances: (i) Customer's fault, acts or omissions or a breach of these Terms (including an Abuse); (ii) events that are not within the reasonable control of BEEM, such as a Force Majeure Event; (iii) Customer's third-party service providers (including Internet service providers' downtime) ("Customer Service Providers"), including, but not limited to, Customer Service Providers set up by BEEM but where control is transferred to Customer, such as where control of the Third-Party Cloud Account has been transferred to Customer in accordance with these Terms; (iv) Customer's IT infrastructure and internal configurations (together, the "Exempted Downtime"). We reserve our right to suspend the Services as set out in Section 6(b) and Section 3. We may, at any time upon reasonable notice where practicable, suspend the provision of the Services if necessary to comply with any applicable Law. Any such suspension shall be considered Exempted Downtime.

(b) Scheduled Downtime

The Service Level excludes downtime that is caused by maintenance ("Scheduled Downtime"). We reserve up to eight (8) hours per month for Scheduled Downtime. Where commercially reasonable, BEEM schedules planned maintenance outside regular business hours. Before proceeding with a Scheduled Downtime, BEEM will advise Customer at least forty-eight (48) hours in advance. Notwithstanding the foregoing, BEEM may not be able to provide advance notices or maintain such scheduling in the case of emergency maintenance. Such emergency maintenance shall be included in the definition of Scheduled Downtime.

(c) Service Credits

If Availability in a given calendar month falls below the Service Level, Customer is entitled, upon written request submitted within 30 days following the end of that month, to a credit (a "Service Credit") calculated on the monthly subscription Fee (excluding Consumption Fees and any professional services fees) for that month, as follows: Availability below 99.5% but at least 99.0%: 5%; below 99.0% but at least 95.0%: 10%; below 95.0%: 25%.

Service Credits (i) are applied against future invoices only; (ii) are capped, in the aggregate for any month, at one month's subscription Fee; (iii) have no cash value and are not refundable; and (iv) constitute Customer's sole and exclusive remedy, and BEEM's entire liability, for any failure to meet the Service Level. Only repetitive and significant breaches of the Service Level will be considered grounds for termination with cause pursuant to these Terms.

5. SUPPORT

We provide technical support for the Platform through a live chat available on our public website and on the Platform. You can also e-mail us at team@beemdata.com. Support requests that require follow-ups and maintenance work are classified per priority depending on their impact on the Services. We respond to support requests made during office hours (9AM to 5PM ET), excluding statutory holidays in force in Quebec, Canada.

Support included with your subscription covers: (i) questions about the use and functionality of the Platform - for example, how to use the SQL editor, configure a connection, schedule a dataset or share a dashboard; (ii) the diagnosis and resolution of reported bugs, errors and incidents affecting the Platform; and (iii) guidance on account, workspace and user administration.

Support does not include performing work in the Platform on your behalf or providing professional-services advice - for example, designing or writing data models, SQL queries, transformations, datasets, dashboards or flows, data architecture or data strategy advice, or training. Such work is available through our Advanced Data Services. We will inform you when a support request falls outside the scope of included support, in which case it can be addressed through the purchase of Advanced Data Services.

6. FEES AND RELATED CLAUSES

(a) Fees; Invoicing; Payments

Fees: Customer agrees to pay BEEM the fees described in the Quotation, including subscription Fees and Consumption Fees, the whole in accordance with this Section 6 and the additional payment terms set forth in the Quotation (the "Fees"). All rates, including DPU and storage rates and volume tiers, are as set out in the Quotation. The rates published on our Pricing page are for reference; the Quotation governs.

Billing start; subscription Fees: Billing begins on the Deployment Date. Subscription Fees are invoiced monthly in advance on the first day of each calendar month; if the Deployment Date falls on a day other than the first day of a month, the first invoice will be prorated accordingly.

Consumption Fees: Consumption Fees are measured continuously and invoiced monthly in arrears: the consumption of a given month is invoiced on the first day of the following month, at the rates and tiers set out in the Quotation. Your current consumption is visible in real time within the Platform. For plans with included allotments, only usage exceeding the included allotments is invoiced as Consumption Fees.

Payment methods: Fees billed monthly - including Consumption Fees, which are always billed monthly in arrears - are payable by automatic payment via credit card or preauthorized debit. Subscription Fees billed annually are payable by credit card, preauthorized debit, wire transfer or cheque, as set out in the Quotation; annual billing is available for Subscription Terms of 12 months or more and covers the subscription Fees only. Accordingly, even where subscription Fees are billed annually, Customer must maintain a valid credit card or preauthorized debit authorization on file for the monthly billing of Consumption Fees. BEEM shall have no obligation to make other payment methods available. We may change our billing options by advising you through the Notification Email Address at least 30 days in advance.

Automatic payments: Where automatic payment applies, Customer hereby authorizes BEEM to automatically charge Customer's credit card and/or financial institution for the Fees in accordance with the payment terms set out in these Terms and the applicable Quotation. Payment processing for credit cards is handled by our third-party processor, Stripe, and payment processing for preauthorized debit is handled by our third-party processor, GoCardless (collectively, the "Payment Processors"). BEEM and/or its Representatives shall in no way be held responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any error or failure on the part of the Payment Processors.

You represent and warrant that you are providing us with accurate and truthful financial information as required to process the applicable Fees, and that you will inform us without undue delay of any changes to such information. You shall be responsible for any fees resulting from your failure to inform us of such changes, or for the fees incurred by BEEM if your payment is declined.

(b) Delinquency; Suspension for Non-Payment

Any unpaid portion of the Fees past the due date is subject to interest of 2% monthly (that is, 26.82% per year). Customer shall be liable for all reasonable costs (including reasonable attorney's fees) that BEEM may incur to recover unpaid Fees. The foregoing shall not apply to any portion of the Fees disputed in good faith. Fees are non-reimbursable, and we have no obligation to refund any Fees already paid by you to us for any reason whatsoever. In the event these Terms are terminated, you may have certain obligations to continue to pay Fees, notwithstanding such termination, as further set forth in Section 19.

Customer may dispute an invoice in good faith by detailed written notice to BEEM within 30 days of receipt of the invoice, failing which the invoice is deemed accepted. The undisputed portion of the invoice remains payable when due. The parties will address the dispute in good faith within 15 days, and BEEM will provide upon request the relevant consumption-measurement data.

If Fees remain unpaid, BEEM may suspend access to the Services upon 30 days' prior written notice. During the suspension, Customer Data is retained, interest continues to accrue on unpaid amounts, and reactivation of the Services or the provision of a copy of Customer Data is conditional on payment of all outstanding amounts. BEEM will send Customer a final written notice at least 10 days before any deletion. If the outstanding amounts remain unpaid 60 days after the start of the suspension, BEEM will delete the Account, the Third-Party Cloud Account under BEEM's management, and the Customer Data, subject to applicable Law. Notwithstanding the foregoing, Customer may, even while in default, obtain one (1) export copy of its Customer Data upon payment of BEEM's reasonable extraction costs.

(c) Fee Increases

BEEM reserves the right to adjust the Fees. BEEM will provide you with at least 60 days' advance written notice of any increase to your Fees. Any Fee adjustments will take effect upon the renewal of your Subscription Term following such 60-day notice period. Where the Quotation provides for a fixed-price commitment (for example, 12-, 24- or 36-month terms), the Fees are guaranteed for the committed period as set out in the Quotation. If you do not accept a Fee adjustment, you may elect not to renew, or terminate, in accordance with Section 19.

(d) Taxes

If BEEM is required by Law or by administration thereof to collect any applicable taxes from Customer, Customer shall pay such taxes to BEEM concurrent with and in addition to payment of the Fees, unless Customer qualifies for an exemption from any such applicable taxes. In such case, Customer shall, in lieu of payment of applicable taxes to BEEM, deliver to BEEM such certificates, elections or other documents required by Law to substantiate and give effect to the exemption claimed by Customer. Where BEEM is not required by Law or the administration thereof to collect applicable taxes, Customer shall pay such taxes directly to the appropriate taxing authority and shall provide evidence of such payment to BEEM upon request.

Customer shall make all payments under these Terms without any deduction or withholding for or on account of any taxes ("Tax Deduction"), unless a Tax Deduction is required by Law. If a Tax Deduction is required by Law then (i) where such Tax Deduction relates to any tax other than an income tax imposed on BEEM's net income, the relevant amount payable by Customer hereunder shall be increased to the amount that would, following any required Tax Deduction, result in BEEM receiving the amount that would have been received if no Tax Deduction were required; (ii) Customer shall, promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction), notify BEEM accordingly; and (iii) Customer shall timely remit the amount of such Tax Deduction to the appropriate taxing authorities. Customer will use commercially reasonable efforts to mitigate, reduce, or eliminate any Tax Deduction.

7. INTELLECTUAL PROPERTY

We shall remain the sole and exclusive owner of all rights, title, and interest, including all Intellectual Property rights, in and to the Platform, the Services, the Documentation and our Confidential Information. Notwithstanding anything to the contrary, BEEM shall also be the sole owner of any suggestions, enhancement requests, recommendations or other feedback provided by Customer (or its End Users) to BEEM in connection with the Services (collectively, "Feedback"). Customer hereby irrevocably (i) assigns all rights, title and interest in and to the Feedback to BEEM; and (ii) waives in favour of BEEM, its successors and assigns any and all moral rights that Customer has or may have in the Feedback in each jurisdiction throughout the world, to the fullest extent that such rights may be waived in each respective jurisdiction. At our reasonable request and expense, you will complete and execute all necessary documents and take such other actions as we may reasonably require in order to protect our interest in the Feedback.

Customer shall remain the sole and exclusive owner of all rights, title, and interest in its own Intellectual Property (including the Customer Data) and all Intellectual Property rights in and to the Deliverables.

8. CONFIDENTIAL INFORMATION

(a) Exclusions

Confidential Information shall not include information which the Receiving Party can demonstrate: (i) is readily available to the public in the same form through no act or fault of the Receiving Party; (ii) did not originate from the Disclosing Party and was lawfully obtained by the Receiving Party in the same form from an independent third party without any restrictions on disclosure; or (iii) did not originate from the Disclosing Party and was in the possession of the Receiving Party in the same form prior to disclosure to the Receiving Party by the Disclosing Party.

(b) Obligations

The Receiving Party shall only use the Confidential Information of the Disclosing Party for the purposes set forth in these Terms and shall protect such Confidential Information with at least the same degree of care and confidentiality, but no less than a reasonable standard of care and confidentiality, that the Receiving Party uses for its own Confidential Information.

The Receiving Party shall take all reasonable steps necessary to ensure that the Confidential Information of the Disclosing Party is not made available or disclosed by it or by any of its Representatives to any third person except (i) as required by applicable Law, including a valid court order, provided that, where legally permitted, the Receiving Party gives the Disclosing Party prompt notice and a reasonable opportunity to contest or limit the required disclosure; (ii) with the prior written consent of the Disclosing Party; (iii) as authorized or reasonably inferred from these Terms; or (iv) if the disclosure is made to the Receiving Party's legal counsel, an auditor or any other essential business advisor. The Receiving Party shall ensure that such third parties are subject to an adequate confidentiality undertaking.

(c) Obligations upon Termination

Upon the termination of these Terms for any reason, the Receiving Party shall promptly either return all Confidential Information in its possession to the Disclosing Party or destroy such Confidential Information, at the option of the Disclosing Party, and shall, upon the Disclosing Party's written request, certify in writing that it has done so. Notwithstanding the foregoing, the Receiving Party is authorized to keep copies as required to comply with applicable Law, for its corporate records or as part of any essential business continuity plans, in which case, the Receiving Party shall ensure the confidentiality and integrity of such Confidential Information as long as it is under the Receiving Party's custody and shall securely delete such Confidential Information as soon as reasonably possible.

9. DATA MANAGEMENT

(a) Collection, Use and Disclosure of Personal Information

You hereby agree and acknowledge that we use, collect, retain and disclose Personal Information in accordance with our Data Platform Privacy Policy and applicable Laws, including, as applicable, the Personal Information Protection and Electronic Documents Act (Canada), the Act respecting the protection of personal information in the private sector (Québec), the EU General Data Protection Regulation, and the California Consumer Privacy Act.

Each party is responsible for complying with applicable Laws for the collection, use, protection, retention and disclosure of Personal Information. You must ensure that the Personal Information that you process through our Services is collected lawfully, including obtaining consents for its collection, use, sharing with and retention by us.

We will deploy commercially reasonable efforts to assist you to respond to individual privacy rights requests, such as the right to access or correct Personal Information, and any other privacy compliance obligations you may have in accordance with applicable Laws. BEEM's Data Processing Addendum, available in the Legal Center, applies to and forms part of these Terms for any processing of Personal Information by BEEM on behalf of Customer.

(b) Customer Data

You hold all rights, title and interest in and to all Customer Data. Notwithstanding the foregoing, you agree and acknowledge that Customer Data will be shared and stored with (i) third parties contracted by us as suppliers or service providers ("BEEM Suppliers"), which BEEM contractually binds to confidentiality obligations consistent with these Terms and applicable Laws; and (ii) Customer Service Providers, such as those providers with whom you configure to share the Customer Data via the Platform's third party integrations, including, without limitation, through the use of the Third-Party Cloud Account. BEEM provides no warranty with respect to Customer Service Providers. The terms that apply to any Customer Data shared and stored with Customer Service Providers are solely between you and the Customer Service Provider and your use of such Customer Service Provider's services is subject to such Customer Service Provider's policies. You authorize BEEM to grant BEEM Suppliers and Customer Service Providers access to your Customer Data and/or your Account to the extent required to provide the Services or for interoperability with the Services. BEEM has no liability whatsoever for Customer Data that is shared or stored with Customer Service Providers receiving Customer Data in connection with the Services at your direction.

(c) Information Security; Security Breach

BEEM will deploy commercially reasonable efforts to implement and maintain industry-standard technical and organizational measures to protect the confidentiality, availability and integrity of Customer Data in its direct possession. Such technical and organizational measures shall aim to protect Customer Data against unauthorized access or disclosure. A description of BEEM's information security program is available to Customer upon request. Notwithstanding the foregoing, BEEM shall not be subject to the obligations described in this paragraph in the event Customer chooses a third-party cloud service provider for its Third-Party Cloud Account with a cloud service environment that is not supported by the Platform.

In the event of a Security Breach, we will notify you without undue delay upon becoming aware of a Security Breach through the Notification Email Address. We will provide you with adequate information as required under applicable Laws.

(d) CCPA Obligations

The parties acknowledge and agree that BEEM is a service provider for the purposes of the California Consumer Privacy Act ("CCPA") and is receiving Personal Information from you, pursuant to these Terms, for a business purpose. BEEM will not sell any such Personal Information. BEEM will not retain, use or disclose any Personal Information provided by you pursuant to the Terms, except as necessary for the specific purpose of performing the Services or otherwise as set forth in the Terms or as permitted by the CCPA. The terms "Personal Information," "service provider," "sale," and "sell" are as defined in the relevant sections of the CCPA. BEEM certifies that it understands the restrictions of this paragraph.

10. AI FEATURES

(a) Deployment model. AI Features are deployed within Customer's dedicated cloud environment. Customer Data processed by AI Features remains within that environment and is not transmitted to third-party artificial-intelligence model providers outside of it.

For clarity, the foregoing applies to the Platform's native features. Customer may choose to connect external tools to its environment - for example business-intelligence tools, external artificial-intelligence services or MCP-based clients. Where Customer does so, Customer Data flows out of the environment at Customer's direction, and such tools are Customer Service Providers under Section 9(b): the data may transit the Internet or be processed and stored by those third parties under their own terms. BEEM offers network connectivity options (including private-connectivity Add-Ons) to help secure such connections; Customer should consult BEEM's team for guidance appropriate to its security requirements.

(b) No training on Customer Data. BEEM does not use Customer Data to train artificial-intelligence models, whether its own or those of third parties. BEEM may use Anonymized Data and Usage Data relating to the use of AI Features (such as the categories of questions asked) to operate, secure and improve the Services; such data never includes the content of Customer Data.

(c) AI outputs. Outputs generated by AI Features are produced by probabilistic systems and may contain errors or inaccuracies. Outputs are provided for informational purposes; Section 15 applies to outputs of AI Features, and Customer remains responsible for reviewing outputs before relying on them for business decisions.

(d) Acceptable use of AI Features. Customer shall not use AI Features to attempt to extract, reconstruct or reverse engineer the underlying models, or in violation of Section 3 or applicable Laws.

11. LICENSES

(a) Licences to Customer Data

You grant us, for the Subscription Term, a revocable (in accordance with these Terms) limited, fully-paid, non-exclusive, royalty-free and worldwide license to use any Customer Data as may be necessary to provide the Services to you in accordance with these Terms or to exercise our rights and obligations under these Terms.

(b) Licences to Output Documents

The Services may include the provision of reports, business intelligence or similar outputs (each an "Output Document"). We hereby grant you a non-exclusive, non-sublicensable, non-transferable, perpetual, limited license to reproduce, print, download and use all such Output Documents solely in accordance with these Terms and for your and your Representatives' legitimate business purposes.

(c) Licenses to the Services

We grant you, for the Subscription Term, a revocable (in accordance with these Terms), non-exclusive, non-sublicensable, non-transferable, right and license to access and use (and allow your End Users to access and use) the Services for your legitimate business purposes. All rights not expressly granted hereunder are reserved by BEEM. The Services are licensed, not sold.

12. PUBLICITY

You hereby agree that (i) we may publicly use your name and logo alongside the names and/or logos of other customers on our website or in connection with client lists, proposals, investor presentations and sales presentations; and (ii) each party will get the prior written consent of the other party before issuing any press release.

You can reach us at any time at team@beemdata.com to withdraw your consent provided pursuant to this Section 12.

13. REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant that (i) you do and will comply with all applicable Laws, including those relating to the collection, use and disclosure of Personal Information, and that you have all the appropriate and informed consents to use the Personal Information and to share it with us and for us to provide the Services; (ii) you will not export, re-export, distribute or otherwise transfer the Services or any technical information related thereto, directly or indirectly, to any country for which the competent authorities require an export license, other governmental approval or letter of assurance, without first obtaining such license, approval or letter, including, without limitation, any countries on Canada's "Area Control List" or subject to Canadian economic sanctions; and (iii) you will not export, re-export, distribute or otherwise transfer the Services or any technical information related thereto for an end use that is directly or indirectly related to the research, development or production of chemical, biological, or nuclear weapons or any missile programs for such weapons, or that otherwise disrupt international peace.

BEEM represents and warrants that it complies and will continue to comply with all Laws applicable to its provision of the Services, including those relating to the collection, use and disclosure of Personal Information, and that it is duly authorized to enter into these Terms.

14. INDEMNITY; REMEDIES

(a) Indemnification by Customer

You hereby agree to defend, indemnify and hold harmless BEEM (including our Representatives) from and against any Third-Party Claim, and any resulting penalties, fines, costs, expenses (including reasonable attorney's fees), damages, losses or liabilities, arising out of or resulting from (i) your or your End Users' breach of these Terms or applicable Laws, including but not limited to your collection, use and disclosure of Personal Information in violation of applicable Laws; or (ii) your gross negligence, willful misconduct or fraud.

(b) Indemnification by BEEM - Intellectual Property

BEEM will defend Customer against any Third-Party Claim alleging that the Platform, as provided by BEEM and used in accordance with these Terms, infringes a third party's Intellectual Property rights, and will indemnify Customer for the amounts finally awarded against Customer by a court of competent jurisdiction, or agreed in a settlement approved by BEEM, in respect of such Third-Party Claim.

If such a claim is made or, in BEEM's opinion, is likely to be made, BEEM may, at its option and expense: (i) procure for Customer the right to continue using the Platform; (ii) modify or replace the Platform so that it is non-infringing without material loss of functionality; or (iii) if neither is commercially reasonable, terminate the affected Services and refund any Fees prepaid for the period following termination.

BEEM's obligations under this Section 14(b) do not apply to the extent the claim arises from (i) Customer Data; (ii) use of the Platform in combination with products, services or data not provided by BEEM; (iii) modifications to the Platform not made by BEEM; or (iv) use of the Platform other than in accordance with these Terms and the Documentation.

This Section 14(b) states BEEM's entire liability, and Customer's exclusive remedy, for any claim of Intellectual Property infringement relating to the Services, and is subject to the limitations in Section 16.

(c) Indemnification by BEEM - Conduct

BEEM agrees to indemnify, defend and hold harmless Customer (including its Representatives) from and against any and all Third-Party Claims and resulting costs, damages and losses (including reasonable attorney's fees) to the extent directly arising from BEEM's gross negligence, willful misconduct or fraud in the provision of the Services, subject to the limitations in Section 16.

(d) Indemnification procedure

The indemnified party shall (i) promptly notify the indemnifying party in writing of the claim; (ii) grant the indemnifying party sole control of the defence and settlement of the claim (provided any settlement fully releases the indemnified party); and (iii) provide reasonable cooperation at the indemnifying party's expense.

15. DISCLAIMERS AND BEEM WARRANTIES

Except as provided in these Terms, (i) we do not warrant that the Platform or Services will operate uninterrupted or error free; (ii) we do not make any warranty as to the results that may be obtained from the use of the Services; (iii) BEEM is the sole authorized entity to make any representations or warranties on its behalf; (iv) the Services are provided "as is" and "as available", except for the express commitments in Section 4 and elsewhere in these Terms; (v) to the maximum extent permitted by Law, we make no other representations, conditions, warranties or guarantees, express or implied, regarding the accuracy, quality, reliability or completeness of any outputs or information (including Output Documents and outputs of AI Features) provided by or as a result of using the Services; and (vi) we expressly disclaim any and all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, except as expressly set out in Section 14(b). Unless stated otherwise in these Terms, you hereby waive your rights to any of the foregoing warranties, representations or conditions, whether express or implied.

Customer is solely responsible for the accuracy, truthfulness and quality of Customer Data and any content or information directly or indirectly delivered through or passed through the Services by Customer (or its End Users). We exercise no control over and accept no responsibility for the accuracy, truthfulness and quality of Customer Data, including, without limitation, violations of Intellectual Property rights, applicable Law and privacy rights. We are not liable for your collection, use or disclosure of Personal Information in violation of applicable Laws.

You acknowledge and agree that any outputs (including Output Documents and outputs of AI Features) produced by or obtained from the Services (or the use thereof) are for informational purposes only. We do not have any liability whatsoever for business decisions resulting from such outputs. You must ensure the outputs from the Services are accurate and consistent.

We do not operate the networks of, or have any control over the operations of, the wireless or other communications service providers through which you may access the Services. Accordingly, (A) we disclaim all responsibility and liability for or relating to your use of any such providers to access the Services; and (B) we cannot guarantee the privacy or security of wireless data transmissions.

No other oral advice, written or electronically delivered information given by us or our Representatives shall create or establish any warranty.

The Services may contain links to third party websites or content. We are not responsible for such third parties, including for Customer Service Providers and services integrated by an application programming interface ("API"). We do not conduct due diligence on Customer Service Providers integrated with your Account, and we do not assess their information security and privacy practices. You are responsible for such due diligence and for provisioning your services with them. Additionally, you will be solely responsible, and BEEM disclaims any responsibility for, any acquisition implementation, support or maintenance of Customer Service Providers (including any of their products or services) purchased by you that may interoperate with the Services.

16. LIMITATION OF LIABILITY

Nothing in these Terms excludes or limits a party's liability for its gross negligence, intentional fault or fraud, or for bodily or moral injury, and the exclusive remedies in these Terms (including Section 4(c)) do not apply to such liability.

To the maximum extent permitted by Law, neither party shall be liable to the other party or its Representatives for any loss of profits, or special, indirect, incidental, consequential or exemplary damages, in connection with the performance of the Services, or the performance of any other obligations under these Terms, even if a party is aware of the possibility of the occurrence of such damages.

Notwithstanding anything to the contrary, to the maximum extent permitted by Law, each party's total liability to the other for any damages arising out of or in connection with these Terms, whether arising by statute, contract, tort or otherwise, will not exceed the amount of Fees paid or payable by Customer under all Quotations during the 12-month period preceding the event which gave rise to such damages. The foregoing limitations do not apply to Customer's payment obligations or to damages arising from a party's gross negligence, willful misconduct or fraud.

17. FORCE MAJEURE

Except as it relates to the payment of Fees, neither party shall be liable for delays in or failure of performance hereunder due to causes which, cumulatively, (i) are not attributable to the party invoking them, (ii) are beyond its reasonable control, (iii) could not reasonably have been foreseen, and (iv) could not be resisted, and which render the performance of its obligations impossible, including, but not limited to, acts of God or public enemy, acts of government in either its sovereign or contractual capacity, floods, earthquakes, epidemics, pandemics or other natural disasters, strikes or other labor disputes, acts of war, acts of civil disobedience, denial-of-service and distributed-denial-of-service, ransomware and other cyber-attacks that are not caused or facilitated by the negligence of the party invoking them (any of the foregoing, a "Force Majeure Event"). If a Force Majeure Event substantially prevents a party's performance for more than 30 consecutive days, either party may terminate the affected Services by written notice, without penalty, and BEEM will refund any prepaid subscription Fees for the period following the effective date of termination. The parties shall advise each other as soon as possible following their becoming aware of a Force Majeure Event.

18. EXPORT CONTROL; ANTI-CORRUPTION

Each party shall comply with all applicable anti-bribery and anti-corruption Laws, including, without limitation, the Corruption of Foreign Public Officials Act (Canada) and the Foreign Corrupt Practices Act of 1977 (U.S.), as amended ("Anti-Corruption Laws"). Neither party nor its Representatives is or has been the subject of any investigation or inquiry by any authorities with respect to potential or actual violations of Anti-Corruption Laws. If a party has been subject to such investigation or inquiry, it represents and warrants that it has not been found in breach of applicable Law and that no charge has been retained against this party. Notwithstanding anything to the contrary, if either party takes any action that could constitute a violation of Anti-Corruption Laws, the other party may immediately terminate these Terms. Customer acknowledges that the Services may be subject to export laws, statutes and regulations and to export laws, statutes and regulations of other countries, including, but not limited to, the U.S. Department of Commerce Export Administration Regulations and all administrative acts of the U.S. government thereunder.

19. TERM; RENEWALS; TERMINATION

(a) Subscription Term; Renewal

The duration of your subscription to the Services (the "Subscription Term") is set out in the applicable Quotation and may be month-to-month or a fixed term. Unless the Quotation provides otherwise, the Subscription Term automatically renews (i) for month-to-month subscriptions, in successive one-month periods; and (ii) for fixed-term subscriptions, in successive 12-month periods, in each case at the same terms and conditions unless amended in accordance with these Terms. Either party may elect not to renew by delivering a written notice of non-renewal (which may be by email) at least 30 days prior to the expiry of the then-current Subscription Term.

(b) Termination

Customer may terminate its Subscription Term (a termination for "Convenience") at any time upon notice to BEEM, provided that (i) Customer will not be reimbursed for any Fees paid for the existing Subscription Term; and (ii) in the case of a fixed-term Subscription Term, Customer remains responsible for the payment of the subscription Fees (including Add-On fees) remaining through the end of the fixed term, plus any consumption minimum expressly stipulated in the Quotation; Consumption Fees not yet incurred are not accelerated. By way of example, in the case where a fixed-term Subscription Term of 12 months is terminated by Customer for Convenience after 9 months, Customer shall continue to be liable for and shall pay to BEEM the subscription Fees (including Add-On fees) owing for the remaining 3 months of the Subscription Term, plus any consumption minimum expressly stipulated in the Quotation. Customer hereby irrevocably and expressly waives its rights under articles 2125 and 2129 of the Civil Code of Quebec and acknowledges that its sole rights with respect to termination of these Terms are as set forth in this Section 19. If these Terms are terminated for Convenience, upon such termination, you will no longer have access to the Services and to your Account as of the last day of the applicable Subscription Term.

Either party may terminate these Terms at any time if the other party is in breach of any of its material obligations hereunder and such breach is not cured within 10 days after a written notice is delivered to the party in default. If these Terms are terminated for cause by Customer, you agree to pay to BEEM all Fees due and payable in respect of the Services performed up to the date of termination. If these Terms are terminated for cause by BEEM, you agree to immediately pay BEEM the subscription Fees (including Add-On fees) remaining until the end of the applicable Subscription Term, plus any consumption minimum expressly stipulated in the Quotation; Consumption Fees not yet incurred are not accelerated.

Notwithstanding anything to the contrary, these Terms shall terminate immediately upon notice by BEEM if Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

All applicable Quotations will terminate concurrently with the termination of these Terms, provided that in the event of the termination of these Terms or the expiry of the Subscription Term, the provisions of Section 6 and this Section 19 which pertain to payment obligations, as well as Sections 7, 8, 9, 10(b), 11(b), 14, 15, 16, 19(c), 20 and 21 will survive the termination of these Terms or any Subscription Term.

(c) Effects of Termination

Upon termination of these Terms, it is your responsibility to provide BEEM with instructions about your Customer Data and your Third-Party Cloud Account. Within 30 days of the effective date of termination, you must notify BEEM whether you require BEEM to (i) transfer your Third-Party Cloud Account to you (or to a third-party of your choice) to manage and pay for on an ongoing basis; and/or (ii) provide you with a copy of your Customer Data. If you do not instruct BEEM accordingly within 30 days of the effective date of termination, BEEM will delete your Account, your Third-Party Cloud Account and your Customer Data. For greater certainty, any Customer Data stored with your Third-Party Cloud Account will be transferred to you (or to a third-party of your choice) if you elect to have BEEM effect such transfer pursuant to point (i) above. If you do not elect a transfer of your Third-Party Cloud Account, but you do elect to receive a copy of your Customer Data, BEEM will delete your Third-Party Cloud Account and will provide the copy of your Customer Data in a standard format at no charge during the 30-day window; only conversions to non-standard formats may be charged, at BEEM's then-current Professional Services (ADS) rates.

20. GOVERNING LAW; DISPUTE RESOLUTION

The validity, construction and performance of these Terms and the legal relationship between you and us shall be governed by and construed in accordance with the Laws of the Province of Quebec, Canada, and the federal Laws applicable therein, without giving effect to any choice or conflict of law provision or rule (whether in Quebec or in any other jurisdiction). The provisions of the United Nations Convention on the International Sale of Goods shall not apply to these Terms.

Any legal suit, action or proceeding, arising out of the Terms or any transactions hereunder shall be instituted exclusively in the courts in the judicial district of Montreal, in Quebec, Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The foregoing choice of jurisdiction and venue shall not prevent either party from seeking injunctive relief with respect to a violation of Intellectual Property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

21. GENERAL PROVISIONS

(a) Insurance. BEEM maintains commercially reasonable insurance coverage for its business and the provision of the Services, including commercial general liability, technology errors and omissions, and cyber liability insurance. Certificates of insurance are available to Customer upon written request.

(b) Notices. Notices under these Terms shall be in writing and delivered by email or by courier. Notices to Customer are validly given at the Notification Email Address or the address set out in the Quotation. Notices to BEEM are validly given at team@beemdata.com or at BEEM Technologies Inc., 539 Bonsecours, Montreal (Québec) H2Y 3C6. Notices are deemed received on the day of receipt. Either party may update its notice coordinates by notice given in accordance with this Section.

(c) Waiver; Severability; Entire Agreement. The waiver of a breach of any provision of these Terms will not operate or be interpreted as a waiver of that breach or any other or subsequent breach. If any provision of these Terms is in violation of any Law, or is found to be illegal for any reason, said provision shall be self-deleting without affecting the validity of the remaining provisions. These Terms (as well as the Professional Services (ADS) Terms & Conditions, the Acceptable Use Policy, the Data Processing Addendum, the Data Platform Privacy Policy and all applicable Quotations, which form an integral part hereof; in case of conflict, the Quotation prevails, then the Data Processing Addendum for privacy matters, then these Terms) describe the entire understanding of the parties and supersede all oral and written agreements or understandings between the parties related to its subject matter, including with respect to the Platform and the Services. Any pre-printed or referenced terms of any purchase order or other procurement document of Customer are for administrative purposes only and are of no legal effect, even where the purchase order is issued after these Terms or any Quotation.

(d) Assignment. We may assign these Terms, in whole or in part, at any time in the context of a bona fide corporate reorganization, a sale of our assets, a merger, acquisition or in the context of any bankruptcy filings. You may not assign these Terms, or any part hereof, to any other person without our prior written approval, which shall not be unreasonably withheld, except that you may assign these Terms to an Affiliate upon written notice to BEEM, provided the assignee assumes all of your obligations under these Terms. Any other attempt by you to assign these Terms without our consent is void.

(e) Language. Les présentes Modalités sont publiées en français et en anglais. La version française a été mise à la disposition du Client en premier; le Client peut expressément choisir d'être régi par la version anglaise après avoir pris connaissance de la version française. La version faisant foi est celle consignée au Devis; à défaut d'indication, la version française fait foi pour les clients établis au Québec et la version anglaise pour les autres. / These Terms are published in French and in English. The French version was made available to Customer first; Customer may expressly choose to be governed by the English version after having reviewed the French version. The governing version is the one recorded in the Quotation; absent such indication, the French version governs for customers established in Québec and the English version for all others.