Terms of Service

These Terms of Service ("Terms") constitute a binding agreement between Attlock Systems Inc. ("Attlock", "we", "us", or "our") and the customer entity identified in an order form, subscription, or other commercial document referencing these Terms ("Customer", "you", or "your"). By executing an order form, creating an account, or accessing or using any Attlock services, you accept all of the terms and conditions of this Agreement. If the individual accepting this Agreement is doing so on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these Terms.

1. Definitions

In addition to terms defined elsewhere in these Terms, the following definitions apply:

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of 50% or more of the voting interests.
• "Agreement" means these Terms together with each Order Form and any policies incorporated by reference, as amended from time to time.
• "Authorized Users" means Customer's employees, contractors, consultants, and other approved individuals who are authorized to access and use the Services under Customer's account and have been assigned unique login credentials.
• "Confidential Information" means all non-public information disclosed by one party to the other, whether orally, in writing, or electronically, that is designated as confidential or would reasonably be understood to be confidential. Customer Data is Confidential Information of Customer.
• "Customer Data" means all data and information that Customer or its Authorized Users submit, upload, transmit, or enter into the Services.
• "Mobile Application" means any mobile applications for iOS or Android made available by Attlock for use with the Services.
• "Order Form" means a written or electronic document specifying the Services, subscription terms, pricing, and other commercial details mutually agreed upon by the parties.
• "Personal Data" means any information relating to an identified or identifiable individual that is part of Customer Data and is protected under applicable data protection laws.
• "Professional Services" means any consulting, implementation, training, or other professional services provided by Attlock as described in an Order Form.
• "Services" means the Attlock platform, web applications, mobile applications, APIs, and related services made available to Customer and its Authorized Users as specified in the applicable Order Form.
• "Subscription Term" means the initial subscription period specified in the Order Form and any subsequent renewal periods.

2. Access and Acceptance

By executing an Order Form, completing a subscription checkout, creating an account, or accessing the Services, Customer accepts these Terms. Customer may permit its Authorized Users to access the Services under Customer's account, provided that all access and use by Authorized Users complies with this Agreement. Customer is responsible for ensuring its Authorized Users' compliance with these Terms.

Customer may provide access to the Services to Authorized Users from its Affiliates, provided that Customer remains continuously responsible for ensuring such Affiliates' compliance with this Agreement.

3. Services and Modifications

A. Provision of Services

Subject to Customer's compliance with the terms and conditions of this Agreement, Attlock will make the Services and Mobile Application available to Customer and its Authorized Users during the Subscription Term.

B. Modifications to the Services

Attlock may, at its sole discretion, modify the Services or the Mobile Application, including the addition or removal of features and functionality, provided that such modifications do not materially decrease the core functionality of the Services as specified in the applicable Order Form. Customer is required to accept all patches, bug fixes, security updates, and upgrades made available by Attlock.

C. Suspension of Services

Attlock may suspend Customer's or Authorized Users' access to the Services at any time, with or without notice: (a) for scheduled or emergency maintenance; (b) if Customer or any Authorized User violates any provision of this Agreement; (c) to address security vulnerabilities or threats; (d) for non-payment as described in Section 4; or (e) as required by law. Attlock will use commercially reasonable efforts to limit suspension to the affected portion of the Services and to resolve issues promptly.

4. Subscription, Fees, and Payment

A. Subscription Terms

• Subscriptions, modules, user limits, and pricing are defined in the applicable Order Form or checkout flow.
• Unless otherwise stated in writing, subscriptions renew automatically for successive terms equal to the initial term. Customer must notify Attlock before the end of the current term to cancel renewal.
• Additional features or modules may be subscribed to by placing an additional Order Form or activating such features within Customer's account.

B. Fees and Payment

• All fees are due as invoiced, non-refundable except where required by applicable law, and exclusive of all applicable taxes.
• Customer authorizes Attlock to charge the authorized payment method on file for all fees during the Subscription Term.
• Customer consents to Attlock's use of third-party payment processors and the disclosure of payment information to such processors.
• Upon renewal, Attlock may adjust subscription fees up to the then- current list price with not less than thirty (30) days' written notice.

C. Taxes

All fees are exclusive of taxes. Customer is responsible for any applicable sales, use, GST, HST, PST, VAT, or similar taxes related to the use of the Services. Customer is not liable for taxes based on Attlock's net income or gross revenue. If Customer is in the European Union, Customer must provide a valid VAT registration number upon request.

D. Suspension for Non-Payment

Attlock will provide notice of non-payment via email and may suspend access to the Services until full payment is received. Attlock will not suspend the Services while Customer is actively disputing charges in good faith and in writing.

E. Free Trials

If Customer registers for a free trial, Customer will receive access to the applicable Services for the trial period specified at registration, free of charge. At the end of the trial period, the subscription will automatically convert to a paid subscription unless Customer cancels before the trial expires. Any additional terms presented during trial registration will also apply.

5. License and Acceptable Use

Subject to these Terms and timely payment, Attlock grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal business operations.

Customer will not, and will not permit others to:

• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Services or any component thereof.
• Copy, frame, mirror, resell, sublicense, rent, lease, lend, distribute, or create derivative works from the Services except as expressly permitted.
• Use the Services to build a competing product, benchmark for competitive purposes, or commercially exploit the Services.
• Upload malicious code, viruses, worms, or any software intended to damage, alter, or interfere with the Services, their security, or functionality.
• Use shared credentials, allow access by unauthorized persons, or circumvent access controls or security mechanisms.
• Use the Services in any manner that violates applicable laws, regulations, or third-party intellectual property rights.
• Use automated, unethical, or unconventional methods to access the Services, including scraping, crawling, or interfering with the servers and networks hosting the Services.

6. Customer Responsibilities

• Customer is responsible for all activity occurring under its accounts and for maintaining the confidentiality and security of all login credentials.
• Customer must obtain all necessary notices, consents, and legal authority for personal information submitted to or processed through the Services.
• Customer is responsible for compliance with all employment, privacy, labor, health and safety, licensing, and industry laws applicable to its operations and use of the Services.
• Customer is responsible for evaluating the suitability of the Services for its intended purpose and for maintaining appropriate backup procedures for its data.
• Customer shall not use the Services to collect, process, or manage sensitive information (such as health records, financial account numbers, or government-issued identification numbers) unless specifically agreed in writing.
• Customer acknowledges that when Authorized Users sign into the Services, other Authorized Users with appropriate permissions may have access to location data, device information, and submitted content as configured by Customer administrators.

7. Customer Data and Privacy

Customer retains all ownership rights in Customer Data. Attlock may process Customer Data solely to provide, secure, support, and improve the Services in accordance with these Terms, applicable law, and our Privacy Policy.

For Customer Data, Customer is generally the data controller and Attlock is the data processor/service provider. Customer is designated the data controller and bears the obligations thereof, including compliance with applicable data protection laws.

If required by applicable law or upon Customer request, the parties will execute a Data Processing Addendum (DPA) that addresses processing scope, purpose limitation, subprocessor management, data subject rights assistance, security measures, audit rights, breach notification commitments, and data return and deletion procedures.

Attlock will not sell, rent, or otherwise distribute Customer Data to third parties for their marketing purposes.

8. Confidentiality

Each party (as "Receiving Party") shall safeguard the Confidential Information of the other party (the "Disclosing Party"), using a standard of care no less protective than that used to protect its own similar confidential information, and in no event less than reasonable care. The Receiving Party shall:

• Use Confidential Information only for purposes consistent with this Agreement.
• Restrict access to Confidential Information to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.
• Not disclose Confidential Information to any third party except as expressly permitted or required by applicable law.

If the Receiving Party is compelled by law, regulation, subpoena, or legal process to disclose Confidential Information, the Receiving Party will promptly notify the Disclosing Party (to the extent legally permitted) and disclose only the minimum amount required.

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is received from a third party without breach of any obligation to the Disclosing Party; or (d) is independently developed by the Receiving Party.

9. Security

Attlock maintains a comprehensive information security program that includes administrative, technical, physical, and organizational safeguards designed to protect Customer Data and Personal Data. Our security program includes:

• Encryption of data in transit (TLS/SSL) and at rest using industry-standard algorithms.
• Role-based access controls and multi-factor authentication across production systems.
• Network segmentation, firewalls, intrusion detection, and continuous monitoring.
• Employee security training, background checks, and confidentiality agreements.
• Documented incident response procedures with defined escalation paths and notification protocols.
• Periodic vulnerability assessments and security reviews.

If Attlock becomes aware of a security breach involving Customer Data, Attlock will promptly notify Customer and cooperate to mitigate the impact. Notification will include the nature of the breach, categories of data affected, measures taken, and recommended steps to minimize potential harm.

10. Service Availability and Changes

Attlock uses commercially reasonable efforts to maintain service availability and security. Attlock may modify features from time to time, including to improve security, comply with law, enhance performance, or maintain product quality. Material changes to Service functionality will be communicated to Customer with reasonable advance notice.

Attlock does not guarantee uninterrupted or error-free operation of the Services. Scheduled maintenance windows will be communicated in advance when practicable.

11. Third-Party Services

The Services may interoperate with, link to, or incorporate third-party products, services, or content. Attlock is not responsible for third-party products, their terms, privacy practices, availability, or any loss or damage arising from Customer's use of such products. Customer's use of third-party products is governed by the applicable third-party terms.

12. Intellectual Property

Attlock and its licensors retain all rights, title, and interest in and to the Services, software, documentation, APIs, and all related intellectual property, including all patents, copyrights, trademarks, trade secrets, and other proprietary rights. No rights are granted to Customer other than as expressly set forth in this Agreement.

If Customer submits feedback, suggestions, or enhancement requests, Attlock may use them without restriction, obligation, or payment. Customer retains all intellectual property rights in its pre-existing materials.

13. Warranties and Disclaimers

A. Performance Warranty

Attlock warrants that: (a) the Services will materially conform to applicable documentation under normal use during the Subscription Term; (b) the Professional Services will be performed in accordance with generally accepted industry standards; and (c) Attlock will not knowingly introduce viruses or other malicious code into the Services.

In the event of non-conformance with this warranty, Attlock will use commercially reasonable efforts to correct such non-conformance. If Attlock cannot correct the non-conformance within sixty (60) days after receiving written notice, either party may terminate the affected Order Form, and Customer will receive a pro-rata refund of prepaid fees for the unused portion of the Subscription Term.

B. Disclaimer

Except as expressly stated in this Section, the Services are provided "AS IS" and "AS AVAILABLE." To the maximum extent permitted by law, Attlock disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Attlock does not warrant that the Services will meet all of Customer's requirements, be uninterrupted, timely, secure, or error-free, or that all defects will be corrected.

14. Indemnification

A. Indemnification by Attlock

Attlock will defend Customer from third-party claims alleging that the Services, as provided by Attlock, infringe third-party intellectual property rights, and will pay resulting damages or settlement amounts, subject to: (a) prompt written notice of the claim; (b) sole control of the defense and settlement; and (c) reasonable cooperation from Customer.

Attlock's indemnification obligations do not apply if the claim arises from: (i) Customer's modification of the Services; (ii) combination of the Services with non-Attlock products or data; (iii) use of the Services in violation of this Agreement; or (iv) continued use after Attlock has provided a non-infringing alternative.

B. Indemnification by Customer

Customer will defend, indemnify, and hold harmless Attlock, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Customer Data; (b) Customer's or its Authorized Users' misuse of the Services; (c) Customer's violation of applicable law or third-party rights; or (d) unauthorized or illegal use of the Services through Customer's accounts.

15. Limitation of Liability

To the maximum extent permitted by law, neither party nor its Affiliates shall be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business opportunity, regardless of the theory of liability.

Each party's aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid or payable by Customer for the affected Services during the twelve (12) months immediately preceding the event giving rise to the claim. For Free Services, Attlock's aggregate liability shall not exceed one hundred Canadian dollars (CAD $100).

The exclusions and limitations in this Section do not apply to: (a) liability that cannot be limited by applicable law; (b) breach of confidentiality obligations; (c) indemnification obligations; or (d) Customer's violation of Attlock's intellectual property rights.

16. Term, Suspension, and Termination

• These Terms remain in effect for the duration of Customer's active subscription(s).
• Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice specifying the breach.
• Attlock may suspend access immediately for security threats, unlawful activity, or repeated violations of these Terms, using commercially reasonable efforts to limit suspension to the affected portion of the Services.
• Customer may cancel a subscription prior to the end of the Subscription Term, provided that no refund will be issued for the remaining term and all unpaid fees through the end of the Subscription Term remain due.
• Upon termination, Customer's access to the Services will cease. Customer may request export of Customer Data during a period of ninety (90) days following termination. After this period, Customer Data remaining in Attlock's systems will be deleted or rendered inaccessible. A data deletion confirmation will be provided upon request.

Survival

Upon termination or expiration of this Agreement, the following sections shall survive: Definitions, Confidentiality, Intellectual Property, Warranties and Disclaimers, Indemnification, Limitation of Liability, Governing Law and Venue, and any other provisions that by their nature should survive.

17. Governing Law and Venue

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

18. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, civil unrest, war, terrorism, fire, flood, strikes, embargoes, power outages, internet or telecommunications failures, or cyberattacks. The affected party will provide prompt notice and use reasonable efforts to mitigate the impact.

19. Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a joint venture, partnership, employment, franchise, or agency relationship between the parties.

20. Compliance with Laws

Each party will comply with all applicable laws in the performance of its obligations under this Agreement. Attlock reserves the right to disclose information as necessary to satisfy any law, regulation, legal process, or governmental request.

21. General Terms

• Entire Agreement: These Terms, together with applicable Order Forms and incorporated policies (including the Privacy Policy), constitute the complete agreement between the parties and supersede all prior or contemporaneous agreements, negotiations, and communications.
• Severability: If any provision is found unenforceable, the remaining provisions remain in full force and effect.
• Waiver: No waiver of any provision shall be effective unless in writing and signed by the waiving party. Failure to enforce any right does not constitute a waiver of that right.
• Assignment: Customer may not assign this Agreement without Attlock's prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of Customer's assets. Attlock may assign this Agreement to an Affiliate or successor.
• Notices: All notices under this Agreement shall be in writing and sent to the email address on file or as otherwise specified. Notice is effective upon delivery for email communications.
• Amendments: We may update these Terms from time to time. Material updates will be communicated not less than thirty (30) days before taking effect. Continued use of the Services after such period constitutes acceptance of the updated Terms. If Customer does not accept the updated Terms, Customer's sole remedy is to terminate the Agreement.
• Actions Permitted: Except for claims related to non-payment or breach of intellectual property rights, no action arising from this Agreement may be brought more than one (1) year after the cause of action accrues.

22. Contact Information

For questions about these Terms or to submit formal notices, please contact: