Date: 07/28/2026

 

THIS AGREEMENT GOVERNS CUSTOMER’S ACCESS TO AND USE OF THE SOFTWARE AND RELATED ONTARIO SERVICES. BY EXECUTING AN ORDER THAT REFERENCES THIS AGREEMENT, OR BY ACCESSING OR USING ANY ONTARIO SOFTWARE OR SERVICES, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT. THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF CUSTOMER REPRESENTS AND WARRANTS THAT THEY HAVE AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, CUSTOMER MUST NOT ACCESS OR USE THE SOFTWARE OR ANY ONTARIO SERVICES. THIS AGREEMENT IS BETWEEN CUSTOMER AND ONTARIO TECHNOLOGIES, LLC (“ONTARIO”) AND/OR ITS AFFILIATE IDENTIFIED IN THE APPLICABLE ORDER.

1. Software and Services.

The parties agree that Ontario will provide Customer with Software Subscription Services and, as applicable, certain One-Time Services and Professional Services, each as set forth in an Order and/or an applicable Statement of Work (if any).

a. Software Subscription Services.

Subject to this Agreement and the applicable Order, Ontario grants Customer a limited, non-exclusive, non-transferable (except as expressly permitted herein), term-based right for its Authorized Users to access and use the Software Subscription Services solely for Customer’s internal business purposes during the applicable Subscription Term and solely in accordance with the Documentation, Ontario Policies, and the scope and usage limits set forth in the Order.

Customer may not: (i) transfer to any other person any of its rights to use the Software Subscription Services; (ii) sell, license, sublicense, rent, timeshare, outsource, service bureau, lease, or otherwise commercially exploit the Software Subscription Services; (iii) make the Software Subscription Services available to anyone other than Authorized Users; (iv) decompile, reverse engineer, disassemble, translate, reproduce, scrape, extract, create derivative works based upon, or otherwise attempt to derive source code, underlying ideas, algorithms, data structures, or APIs from the Software Subscription Services or Documentation, except to the limited extent such restriction is prohibited by applicable law; (v) copy any feature, design, or graphic in, or reverse engineer, the Software; (vi) access the Software Subscription Services in order to: (a) build a competitive platform or assist someone else to build a competitive platform; or (b) grant access to any consultant or employee of a third party without Ontario’s prior written consent; (vii) permit its personnel or any third party, other than Ontario or its authorized agent, to perform maintenance, repairs, support, or modifications to the Software; (viii) use the Software Subscription Services in a manner that violates applicable law; (ix) load test, penetration test, scan, or otherwise test the vulnerability of the Software Subscription Services without Ontario’s prior written consent; (x) introduce malware or malicious code into the Software Subscription Services; or (xi) use the Software Subscription Services, Documentation, or any AI Output to develop, train, fine-tune, evaluate, benchmark, or improve any competing artificial intelligence, machine learning, or automated decision-making model, system, or service, except as expressly permitted in writing by Ontario. Any rights not expressly granted to Customer are reserved by Ontario.

The Software Subscription Services are hosted on cloud infrastructure and/or servers controlled by Ontario or its service providers. Customer receives only the right to access and use the Software Subscription Services as expressly set forth in this Agreement and does not receive any right to a copy of the object code or source code of the Software. Customer is responsible for procuring and maintaining any Internet access, hardware, and third-party software required for use of the Software Subscription Services, as described in the Documentation. Ontario may modify, update, enhance, or replace the Software Subscription Services from time to time in the ordinary course of business, provided that Ontario will not materially reduce the overall functionality of the Software Subscription Services during the then-current Subscription Term.

b. One-Time Services.

Ontario may provide One-Time Services if specified in an Order. Any rates, assumptions, timelines, or fee estimates for One-Time Services are non-binding unless expressly stated otherwise in the applicable Order. Ontario has no obligation to provide One-Time Services except as expressly set forth in an Order. If Ontario provides One-Time Services at Customer’s request without a fully executed Order, such One-Time Services will nevertheless be governed by this Agreement and billed at Ontario’s then-current standard rates. Ontario may provide One-Time Services through its employees, affiliates, or subcontractors. Customer acknowledges and agrees that, in the course of providing One-Time Services, Ontario may use Generative AI tools and services (including third party artificial intelligence models or services) to assist with drafting, configuration, testing, analysis, documentation, troubleshooting, or other elements of the One-Time Services, provided that (i) Ontario remains responsible for the performance of the One-Time Services in accordance with this Agreement; (ii) Ontario’s use of such tools complies with the data protection, security, and confidentiality obligations set forth in this Agreement and the Ontario Policies; and (iii) Ontario shall not intentionally disclose Customer’s Confidential Information or Customer Data to any third-party model provider except as permitted under this Agreement or where such data has become De-Identified Data.

c. Professional Services.

Ontario may provide Professional Services as described in an Order or, if applicable, a Statement of Work (“SOW”) referencing the applicable Order. Unless expressly stated otherwise in an Order, any estimated fees for Professional Services are non-binding and do not create a fixed-fee engagement. Unless otherwise stated in an Order, Professional Services are provided on a time-and-materials basis at Ontario’s then-current rates and are exclusive of agreed travel, out-of-pocket, and other reimbursable expenses. Ontario may provide Professional Services through its employees, affiliates, or subcontractors. Ontario has no obligation to perform Professional Services except as expressly set forth in an Order or applicable SOW. If Ontario provides Professional Services at Customer’s request before an SOW is signed, those Professional Services will nevertheless be governed by this Agreement and billed at Ontario’s then-current standard rates. Customer acknowledges and agrees that, in the course of performing Professional Services, Ontario may use Generative AI tools and services (including third party artificial intelligence models or services) to assist with delivering such Professional Services, including but not limited to analysis, configuration, testing, code generation, documentation, report creation, and preparation of recommendations, provided that (i) Ontario remains responsible for the Professional Services as provided under this Agreement; (ii) Ontario’s use of such tools complies with the data protection, security, and confidentiality obligations set forth in this Agreement and the Ontario Policies; and (iii) Ontario shall not intentionally disclose Customer’s Confidential Information or Customer Data to any third-party model provider except as permitted under this Agreement or where such data has become De-Identified Data.

If an Order or SOW provides for deliverables, milestones, or other Work Product to be reviewed or accepted by Customer, Customer shall review the applicable deliverable, milestone, or Work Product promptly following delivery by Ontario and, in any event, within ten (10) business days after delivery unless a different review period is expressly stated in the applicable Order or SOW (the “Acceptance Period”). Customer may reject the applicable deliverable, milestone, or Work Product only by providing written notice to Ontario within the Acceptance Period identifying in reasonable detail the specific material nonconformities with the express written specifications or acceptance criteria set forth in the applicable Order or SOW, and any rejection not meeting those requirements will be ineffective. If Customer timely rejects a deliverable, milestone, or Work Product in accordance with this Section, Ontario shall use commercially reasonable efforts to correct the identified material nonconformities and re-submit the applicable item for further review, whereupon Customer shall have an additional five (5) business days, unless otherwise stated in the applicable Order or SOW, to review the re-submitted item solely to determine whether the previously identified material nonconformities have been corrected. Customer may not reject any re-submitted deliverable, milestone, or Work Product for any new issue that is not a material nonconformity with the express written specifications or acceptance criteria set forth in the applicable Order or SOW and that was not caused by Ontario’s correction of the previously rejected item.

Any deliverable, milestone, or Work Product will be deemed accepted upon the earliest of: (i) Customer’s written acceptance; (ii) expiration of the applicable Acceptance Period without Customer delivering a timely and compliant rejection notice; or (iii) Customer’s use of the applicable deliverable, milestone, or Work Product in production, live operations, or for its intended business purpose, other than solely for reasonable testing or evaluation permitted under the applicable Order or SOW. Minor defects, cosmetic issues, or other non-material nonconformities that do not materially impair the use of the applicable deliverable, milestone, or Work Product for its intended purpose will not delay or prevent acceptance, and may be corrected by Ontario under ordinary support, maintenance, or agreed follow-up services. Unless an applicable Order or SOW expressly states that acceptance of a particular deliverable, milestone, or Work Product is a condition to invoicing, performance of subsequent work, or completion of Professional Services, acceptance shall not be a prerequisite to Ontario’s right to invoice for Professional Services performed on a time-and-materials basis or for any fees otherwise due under this Agreement, the applicable Order, or SOW.

2. Ontario Responsibilities.

a. Performance Standard for Services.

Ontario will perform the Professional Services and any One-Time Services identified in an Order or SOW in a professional and workmanlike manner. The Software Subscription Services are provided subject to the limited warranties expressly set forth in Section 10 and not as a separate covenant that the Software Subscription Services will be error-free or conform to any standard except as expressly stated in Section 10. For clarity, Ontario’s obligations with respect to whether the Software Subscription Services or any Work Product materially conform to applicable specifications or Documentation are solely as expressly set forth in Section 10.

b. Use of Affiliates, Subcontractors, and Service Providers.

Ontario may perform any portion of the Ontario Services through its Affiliates, subcontractors, cloud providers, hosting providers, model providers, and other service providers. Ontario will remain responsible for the performance of the Ontario Services in accordance with this Agreement notwithstanding its use of any such parties.

c. Ontario Policies; Support, SLA, Security, and Data Handling Commitments.

Ontario will provide support, service level commitments, and applicable security and data handling commitments as described in Ontario’s then-current policies, standards, and addenda applicable to the Ontario Services (each, an “Ontario Policy” and, collectively, the “Ontario Policies”). Ontario Policies may be posted online or otherwise made available by Ontario and are incorporated into this Agreement by reference. The versions of the Ontario Policies in effect as of the effective date of an Order will apply during the Initial Term of that Order, and the versions in effect as of the first day of any Renewal Term will apply during that Renewal Term, in each case subject to Section 16(c). The order of precedence among this Agreement, the DPA, Orders, SOWs, Documentation, and Ontario Policies is set forth in Section 16.

d. Incorporated Ontario Policies; DPA Scope Limitation.

The following Ontario Policies in effect as of the effective date of an Order, and made available to Customer by URL or upon request, are incorporated into that Order:

The DPA incorporated into an Order under this Agreement applies to Ontario’s processing of Personal Data on behalf of Customer in connection with the Ontario Services under this Agreement. Customer shall not use, and shall not permit any third party to use, the Ontario Services in a manner that is outside the U.S.-only scope of this Agreement, including for processing activities subject to GDPR, UK GDPR, Swiss data protection law, or other non-U.S. international data transfer or localization regimes, except pursuant to separate international terms expressly agreed in writing by the parties as contemplated by Section 16(m). For clarity, the DPA does not, by itself, expand the permitted scope of Customer’s use of the Ontario Services or incorporate any such separate international terms.

e. Backup and Recovery Procedures; Restoration of Customer Data.

Ontario maintains commercially reasonable backup and recovery procedures in accordance with the relevant Ontario Policies for Customer Data contained in the production environment of the Software Subscription Services. Backups are maintained for disaster recovery, business continuity, security, and system restoration purposes in the ordinary course of Ontario’s operations, and are not intended to be a substitute for Customer’s own record retention, archival, or legal compliance obligations.

Ontario will use commercially reasonable efforts to restore Customer Data from available backups following a service-impacting event, Security Incident, or other data loss or corruption affecting the Ontario Services, but Ontario does not warrant that any backup will be error-free, complete, or capable of restoring all Customer Data to any particular point in time. Backup restoration is subject to the nature and timing of the event, the condition and availability of the backup media, and technical limitations of the affected systems. Unless otherwise expressly agreed in writing, restoration of Customer Data at Customer’s request for reasons not caused by Ontario’s failure to provide the Ontario Services in accordance with this Agreement may be treated as Professional Services or One-Time Services and billed at Ontario’s then-current rates.

Customer acknowledges that backup copies may remain in secure backup media after deletion from the production environment and will be overwritten, deleted, or rendered inaccessible in the ordinary course of Ontario’s retention practices, subject to applicable law, legal hold requirements, and this Agreement.

f. Compliance with Laws; Security Incident Notification and Mitigation.

Ontario shall abide by all laws applicable to it in connection with the Ontario Services provided by it. Ontario shall also: (i) notify Customer without undue delay after confirming any Security Incident affecting Customer Data or any confirmed unauthorized access to Customer’s account; and (ii) use commercially reasonable efforts to contain, investigate, and mitigate the effects of such Security Incident.

g. Safeguards for Generative AI Features.

Without limiting the foregoing, to the extent Ontario makes Generative AI Features available as part of the Ontario Services, Ontario shall maintain commercially reasonable administrative, technical, organizational safeguards, and AI governance and risk management practices designed to support the secure provision of such Generative AI Features, including reasonable diligence in the selection and oversight of third-party model providers, where used.

3. Customer Responsibilities.

a. Required Support; Cooperation; and Service Delay.

Customer agrees to provide Ontario with such personnel, facilities, remote customer system access, data, decisions, approvals, and other cooperation as specified in an Order or as is reasonably necessary for Ontario to provide the Ontario Services (“Required Support”). Customer shall reasonably cooperate with Ontario in connection with legally required restrictions, disclosures, or controls applicable to Generative AI Features, High-Risk Use or other regulated uses. If Customer fails to provide the Required Support in a reasonably timely manner, Ontario has the right, at its sole discretion, to stop or postpone providing any Ontario Services to the Customer (“Service Delay”); provided, however, that except where immediate suspension or postponement is reasonably necessary to prevent material operational, security, legal, or resource impacts, Ontario will first give Customer at least ten (10) business days to cure such failure. If a Service Delay occurs: (i) Customer remains responsible for all Ontario Services performed and all non-cancellable expenses and other costs incurred by Ontario before the Service Delay; (ii) Customer will continue to pay the Monthly Fees set forth in the applicable Order during the Service Delay to the extent the applicable subscription term remains in effect regardless of any effect the Service Delay may have had upon those Ontario Services; (iii) as a condition to resuming the affected Ontario Services, Ontario may require Customer to confirm that the Required Support has been restored and that all undisputed overdue amounts relating to the affected Ontario Services have been paid; and (iv) Ontario will use commercially reasonable efforts to resume the affected Ontario Services promptly after Customer cures the issue giving rise to the Service Delay, provided that Ontario will have up to twenty-one (21) days to remobilize and resume the affected Ontario Services after such cure, subject to resource availability and any mutually agreed revised project plan, timeline, or sequencing.

b. Rights, Consents, and Authority for Customer Data.

Customer represents and warrants to Ontario that it has all rights, consents, permissions, and other lawful authority necessary to provide the Customer Data to Ontario and to permit Ontario and its subcontractors to host, process, use, transmit, and otherwise handle the Customer Data as contemplated by this Agreement. Customer further represents and warrants that the Customer Data, and Customer’s provision and authorized use thereof in connection with the Ontario Services, will not violate applicable law or infringe, misappropriate, or otherwise violate any third party’s intellectual property, privacy, publicity, confidentiality, or other rights.

c. Customer Account, Security, and Legal Compliance Obligations.

Customer acknowledges that it is responsible for all activity conducted through its accounts or otherwise arising from its use of the Software Subscription Services or relating to the Customer Data, and shall abide by all applicable local, state, national, and applicable foreign laws, treaties, and regulations in connection with its use of the Software Subscription Services, including those related to data privacy, international communications, and the transmission of technical or personal data. Customer shall: (i) promptly notify Ontario after becoming aware of any unauthorized use of any password or account or any known or suspected breach of security relating to Customer’s access to or use of the Ontario Services; and (ii) promptly notify Ontario after becoming aware of any unauthorized copying or distribution of Customer Data and use reasonable efforts to stop such unauthorized copying or distribution.

d. Usage Scope; Records; Certification; and Excess Use.

Customer shall use the Software Subscription Services only within the scope, metrics, and usage limits set forth in the applicable Order, including any limits on Authorized Users, named users, concurrent users, transactions, volume, environments, features, or other usage-based metrics. Customer shall maintain complete and accurate books, records, system logs, and other information reasonably sufficient to demonstrate its compliance with such scope and usage limits during the applicable Subscription Term and for twelve (12) months thereafter. Upon at least ten (10) business days’ prior written notice, not more than once in any rolling twelve (12) month period unless Ontario reasonably suspects excess use or other noncompliance, Customer shall provide Ontario with a written certification, signed by an authorized representative of Customer, confirming Customer’s compliance with the applicable scope and usage limits and, upon Ontario’s reasonable request, supporting records reasonably sufficient to verify such compliance. Ontario may review such certification and supporting records solely to verify Customer’s compliance with the applicable scope and usage limits under this Agreement. Any review under this Section shall be conducted in a manner reasonably designed to minimize disruption to Customer’s business and shall be subject to Customer’s reasonable confidentiality and security requirements. If Customer exceeds the scope or usage limits in an applicable Order, Customer shall promptly pay Ontario for such excess use. Unless otherwise expressly stated in the applicable Order, excess Authorized Users or other excess usage will be charged retroactively for the period of overuse at Ontario’s then-current list prices for the applicable metric, prorated as appropriate for partial periods, together with any applicable taxes. Customer’s payment of such amounts does not waive Ontario’s right to require Customer to purchase the necessary additional capacity prospectively, to suspend excess usage, or to exercise any other remedies available under this Agreement.

e. Excluded Data Restrictions.

Customer shall not upload, submit, transmit, process, or store any Excluded Data in or through the Ontario Services unless expressly authorized by Ontario in writing and, where applicable, subject to separate supplemental terms. For clarity, and without limiting any additional categories identified in the Ontario Excluded Data Policy, “Excluded Data” includes and these categories are prohibited whether or not listed in the Ontario Excluded Data Policy: (i) protected health information subject to HIPAA, unless the parties have entered into an applicable business associate agreement expressly permitting such data; (ii) biometric identifiers or biometric information; (iii) payment card data subject to PCI DSS; (iv) consumer report information subject to FCRA; (v) nonpublic personal information subject to GLBA; (vi) education records subject to FERPA; and (vii) any other data category identified as excluded in the Ontario Excluded Data Policy. Customer bears sole responsibility for all Excluded Data and all consequences arising from Customer’s failure to comply with this Section and the Ontario Excluded Data Policy.

4. Customer Data.

Customer must provide all transactional and master data for use in the Software Subscription Services. Customer is solely responsible for the content, quality, integrity, reliability, appropriateness, legality, accuracy, and intellectual property ownership of the Customer Data used in the Ontario Services. As between the parties, Customer owns all right, title, and interest in and to the Customer Data, and Ontario makes no claim to any ownership interest in Customer Data except for the limited rights expressly granted herein. For clarity, Customer Data includes any items expressly deemed Customer Data under Sections 5 and 6, but does not include Work Product or any Ontario Services, Software, Documentation, models, algorithms, prompts, system instructions, templates, guardrails, or other underlying Ontario technology, except to the extent constituting Customer Data incorporated therein.

Customer hereby grants Ontario and its subcontractors a non-exclusive, worldwide, royalty-free right during the Subscription Term to host, copy, transmit, process, display, modify, and otherwise use Customer Data as necessary to provide, operate, secure, support, maintain, and improve the Ontario Services for Customer, and as otherwise expressly permitted in this Agreement, the DPA, and the applicable Ontario Policies. For clarity, Ontario may also use Customer Data to derive De-Identified Data to improve, enhance, develop, and operate the Ontario Services and Ontario’s related products, services, models, and offerings. Ontario will not intentionally re-identify De-Identified Data, except solely as permitted by applicable law for purposes of testing, verifying, or maintaining the effectiveness of de-identification processes, and Ontario will contractually require any permitted recipient of De-Identified Data to refrain from re-identifying such data except as permitted by applicable law. Customer acknowledges and agrees that Ontario may monitor Customer Data and Customer’s use of the Ontario Services for security, support, and operational purposes. Ontario may remove, disable access to, or require Customer to remove Customer Data if Ontario reasonably believes such Customer Data violates this Agreement, applicable law, or the security or integrity of the Ontario Services. Where practicable under the circumstances, Ontario will provide notice and an opportunity to cure before taking such action.

Upon expiration or termination of an applicable Order, or upon termination of the applicable Ontario Services to which the relevant Customer Data relates, in each case other than due to Customer’s breach, Customer may, by written notice delivered to Ontario no later than thirty (30) days after the effective date of such expiration or termination, direct Ontario either to: (i) make available to Customer a return of such Customer Data in a commercially reasonable standard format determined by Ontario, which may include CSV, JSON, or other commonly used export formats, subject to technical limitations and Customer’s payment of any applicable export fees or Professional Services fees; or (ii) delete such Customer Data. If Customer timely directs Ontario to return such Customer Data, Ontario shall make such Customer Data available for return within thirty (30) days after receipt of Customer’s direction, subject to the foregoing limitations. If Customer timely directs Ontario to delete such Customer Data, Ontario shall delete such Customer Data from the production environment within thirty (30) days after receipt of Customer’s direction. If Customer does not provide such written direction within such thirty (30) day period, Ontario may delete such Customer Data at any time thereafter without further notice and shall have no obligation to maintain or provide such Customer Data. For clarity, termination or expiration of a SOW alone will not trigger Ontario’s return or deletion obligations under this paragraph to the extent the relevant Customer Data remains required for any continuing Order or Ontario Services. Notwithstanding the foregoing, Ontario may (A) retain Customer Data in backup media for up to twelve (12) months, or longer if required by law, subject to legal hold, or requested by Customer and agreed by Ontario, and (B) use Customer Data and statistics regarding use of the Software Subscription Services solely to the extent such data has become De-Identified Data. Ontario’s obligations under this paragraph are conditioned on Customer’s payment of all undisputed amounts due.

5. Generative AI Features.

a. Customer Control and Responsibility for Inputs and Use.

Customer is solely responsible for: (i) all prompts, instructions, configurations, Customer Data, and other inputs submitted to the Generative AI Features; (ii) reviewing, testing, and validating AI Output before relying on or using it; and (iii) all decisions, actions, and omissions based on AI Output. Customer shall not use Generative AI Features in any manner that violates applicable law, infringes third party rights, or is inconsistent with the Documentation or Ontario Policies.

b. Nature of AI Output.

Customer acknowledges that AI Output may be probabilistic, incomplete, inaccurate, biased, non-unique, or inappropriate for Customer’s intended use, and may contain errors, omissions, or hallucinated content. AI Output may not be protectable by intellectual property rights, and similar or identical output may be generated for other customers or users. Generative AI Features are intended to assist human review and decision-making and are not a substitute for independent judgment, professional advice, or legally required human oversight.

c. Ownership of Inputs and AI Output.

As between the parties, Customer retains ownership of Customer Data, including prompts, instructions, and configurations submitted by or on behalf of Customer to the Generative AI Features. Subject to Ontario’s ownership of the Ontario Services, Software, Documentation, Work Product, and all models, weights, embeddings, architectures, tuning methods, retrieval systems, prompts, system instructions, guardrails, templates, reusable tools, and related intellectual property, Customer owns its AI Output, as between the parties and to the extent protectable under applicable law, if such AI Output is generated specifically for Customer through Customer’s permitted use of the Ontario Services. For clarity, Customer’s ownership of AI Output does not include any ownership interest in the Ontario Services or any underlying Ontario technology, methods, reusable tools, or materials used to generate such AI Output.

d. Model Training and Service Improvement.

Ontario may use Customer Data, prompts, and AI Output during the Subscription Term as necessary to provide, maintain, secure, support, and improve the Ontario Services for Customer, including for quality assurance, abuse prevention, safety monitoring, debugging, and feature performance optimization. Ontario shall not use Customer Data, prompts, or non-public AI Output to train or fine-tune generalized models made available to other customers except: (i) with Customer’s prior written consent; or (ii) where such data has become De-Identified Data. If Ontario uses third-party model providers in delivering Generative AI Features, Ontario shall reasonably ensure such providers are bound by written obligations materially consistent with this Agreement with respect to Customer Data.

e. High-Risk Use Restrictions.

Customer shall not use, and shall not permit any third party to use, the Generative AI Features or any AI Output for any High-Risk Use unless expressly authorized in writing by Ontario and supported by mutually agreed supplemental terms, controls, and documentation.

f. Human Review and Safeguards.

Customer is solely responsible for implementing and maintaining reasonable administrative, technical, and organizational measures appropriate to its use of Generative AI Features, including human review procedures, access controls, testing, validation, and documentation sufficient to assess whether AI Output is suitable for the relevant use case. Customer is also responsible for providing any notices, disclosures, consents, or appeal mechanisms required by applicable law in connection with its use of Generative AI Features or AI Output including, without limitation, in connection with any use involving automated decision-making technology, profiling, or AI systems used as a substantial factor in, or to materially influence, consequential decisions about individuals.

g. Allocation of Roles; Regulatory Cooperation.

As between the parties, Customer is responsible for determining whether and how to deploy the Generative AI Features and AI Output in its business, operations, products, services, workflows, or decision-making processes, including whether any such use constitutes automated decision-making technology, a consequential decision system, profiling, or other regulated use under applicable law. Customer is responsible for all deployment decisions, end-user or consumer-facing uses, legally required notices, disclosures, testing, validation, impact assessments, risk assessments, appeals, adverse action processes, and human review obligations associated with its use of the Ontario Services. Ontario provides the Ontario Services as a developer, provider, and service provider to Customer, and does not make Customer’s business, employment, credit, housing, insurance, benefits, or other consequential decisions on Customer’s behalf unless expressly stated in an applicable Order. Each party will reasonably cooperate with the other, upon written request, to provide information reasonably necessary for the requesting party to comply with applicable law relating to its use or provision of the Generative AI Features, provided that neither party will be required to disclose trade secrets, security-sensitive information, or other Confidential Information beyond what is reasonably necessary and appropriate under the circumstances. The allocations of responsibility in this Agreement are intended to allocate responsibility between the parties as a matter of contract and do not limit either party’s obligations under non-waivable applicable law.

h. Use of Generative AI in Ontario’s Delivery of Services.

Ontario may use Generative AI tools, models, and services, including those provided by third parties, internally to assist in performing the Ontario Services, such use potentially including code generation, documentation, analyses, test cases, configurations, and communications drafts. Such use does not diminish Ontario’s obligations under this Agreement, including its obligations relating to data protection, security, confidentiality, and professional performance standards. Ontario shall maintain commercially reasonable safeguards for the secure use of Generative AI tools, shall exercise reasonable diligence in selecting and overseeing any third-party model providers, and shall ensure such providers are bound by written terms materially consistent with Ontario’s confidentiality and data protection obligations with respect to Customer Data. Ontario shall not use Customer Data, Customer prompts, or non-public outputs generated in the course of providing One-Time Services or Professional Services to train or fine-tune generalized AI or machine learning models for the benefit of other customers or users, except where the data has become De-Identified Data. Any AI-generated or AI-assisted materials prepared by Ontario in the course of providing One-Time Services or Professional Services and delivered to Customer as part of such services shall constitute Work Product, except to the extent they consist of Customer Data or AI Output owned by Customer under this Agreement. Use of Generative AI as a tool in performing the Ontario Services does not alter the ownership allocation, otherwise set forth in Sections 4, 6, and 7.

i. Third-Party Models.

Customer acknowledges that Generative AI Features may incorporate or interoperate with third-party artificial intelligence models or services. Ontario may change such third-party providers from time to time in the ordinary course, provided that Ontario remains responsible for the Ontario Services as provided under this Agreement. Such third-party models or services may be subject to technical limitations, usage policies, and availability constraints outside Ontario’s reasonable control.

j. Suspension.

Ontario may suspend Customer’s access to Generative AI Features, in whole or in part, upon notice if Ontario reasonably believes Customer’s use presents a security risk, violates this Agreement or applicable law, creates a material risk of harm, or involves a prohibited High-Risk Use. Ontario will use commercially reasonable efforts to restore access to the affected Generative AI Features promptly after the applicable issue is resolved, subject to any reasonably necessary corrective measures.

k. Generative AI Features Order of Precedence.

To the extent this Section addresses the use of Generative AI Features, it supplements Sections 4, 6, 7, 10, 11, and 12. In the event of a direct conflict between this Section and those Sections solely with respect to Generative AI Features, this Section 5 will control.

6. Customer Expanded Platform Utilization.

Subject to the terms of this Agreement, the Ontario Policies, and any signed Orders or SOWs, Customer has the right to utilize the Ontario Services for any internal business purpose it deems appropriate, including developing new business processes, building custom reports and dashboards, and creating other proprietary processes, capabilities, and outputs. For the avoidance of doubt, any such customer-specific processes, applications, reports, dashboards, capabilities, or outputs created by Customer through its permitted use of the Ontario Services shall, as between the parties, be considered Customer Data and owned by Customer, provided that such ownership does not extend to any underlying Ontario Services, Software, Documentation, Work Product, templates, prebuilt components, standard connectors, APIs, code, models, algorithms, prompts, system instructions, guardrails, reusable tools, methods, or other Ontario intellectual property incorporated therein or used to create them.

7. Intellectual Property Ownership.

Ontario solely owns and shall retain all rights, title, and interest in and to the Software Subscription Services, the Software, Documentation, and any Work Product, together with all patents, copyrights, trademarks, trade secrets, and other intellectual property rights therein. Nothing in this Agreement transfers to Customer any ownership interest in the models, model weights, training methods, prompts, system instructions, retrieval systems, guardrails, templates, reusable tools, or other underlying technology used to generate AI Output or provide the Ontario Services. Except for the use rights expressly granted under this Agreement, Customer has no right, title, or interest in any intellectual property owned or licensed by Ontario. All patches, enhancements, new releases, customizations, and other work product developed by or for Ontario or developed on its Software provided under this Agreement, and any associated intellectual property rights, are and shall remain the exclusive property of Ontario, regardless of whether Customer, its employees, or agents may have contributed to the conception, joined in development, or paid for the development or use of such work product. Such work product shall be considered Software or intellectual property owned by Ontario and subject to the terms and conditions of this Agreement.

For clarity, Customer retains ownership of Customer Data, including any customer-specific items deemed Customer Data under Sections 5 and 6, and any AI Output owned by Customer under Section 5. Conversely, Customer’s ownership of Customer Data or AI Output does not include any ownership of Work Product or any Ontario Services, Software, Documentation, or underlying Ontario technology. For clarity, customer-specific processes, applications, reports, dashboards, capabilities, outputs, prompts, instructions, and configurations created by Customer through its permitted self-service use of the Ontario Services, without Ontario delivering the same as paid Professional Services or One-Time Services deliverables, are Customer Data and not Work Product. Conversely, deliverables, implementation artifacts, configurations, scripts, mappings, workflow designs, prompt libraries, report templates, documentation, code, and other materials created or developed by or for Ontario for a fee in providing Professional Services or One-Time Services are Work Product, even if they relate to Customer’s environment, requirements, or use case. Upon payment in full of any amounts due for Professional Services, Customer shall have a non-exclusive, non-transferable (except as provided herein) right to use the Work Product for Customer’s internal business purposes for so long as, and subject to the same terms as, the right to use the Software Subscription Services, unless otherwise expressly stated in an applicable Order or SOW. If Customer provides Ontario any suggestions, ideas, or other feedback (“Feedback”), Customer hereby assigns to Ontario all right, title, and interest in and to such Feedback, and Ontario may use such Feedback without restriction.

8. Payments.

Customer must pay the Fees listed in the Order, which Fees are non-cancellable and non-refundable (except as expressly set forth herein). Without limiting the foregoing, Fees also include any amounts payable for usage in excess of the scope, quantities, or other usage limits set forth in an applicable Order, as determined in accordance with this Agreement. Ontario may invoice Customer for such excess usage upon discovery, and such invoiced amounts shall be due in accordance with the payment terms set forth in this Section. Unless otherwise stated in an Order, all Monthly Fees are billed monthly and are due in advance on the first day of each month during the Subscription Term. Customer is responsible for paying the Fees relating to the entire Subscription Term, including any annual percentage increases set forth in an Order. The Fees for all other Ontario Services and reimbursable expenses are due within thirty (30) days of the invoice date. Ontario may charge and Customer must pay a finance charge on any overdue payments of one percent (1.0%) for each month or portion thereof that the payment is overdue, or the maximum rate permitted by law, whichever is less, compounded monthly. Customer shall bear all of Ontario’s costs of collection of overdue fees, including reasonable attorneys’ fees. The Fees are exclusive of all sales, use, excise, value-added, goods and services, harmonized sales, withholding, and other similar taxes, levies, or duties, and Customer is responsible for all such amounts, except corporate income taxes payable by Ontario. Except as expressly stated in this Agreement, Customer may not withhold, offset, recoup, or set off any amounts due. If Customer requires a purchase order, Customer shall provide it promptly upon request; however, failure to provide a purchase order will not relieve Customer of its payment obligations. Ontario may suspend performance of Professional Services or access to the Ontario Services for overdue amounts not paid when due, except amounts disputed in good faith and with reasonable detail, provided undisputed amounts are paid timely.

9. Term and Termination.

This Agreement begins on the earlier of the date Customer first accepts it, executes an Order referencing it, or first accesses or uses any Ontario Services, and continues until terminated in accordance with this Agreement (the “Term”). Each Order will specify the applicable Initial Term for the Ontario Services covered by that Order. Unless otherwise stated in the applicable Order, each Order will automatically renew for successive renewal terms of twelve (12) months unless Customer or Ontario provides written notice of non-renewal at least ninety (90) days before the end of the then-current term. Each Renewal Term will be governed by the version of this Agreement and the Ontario Policies in effect as of the first day of such Renewal Term, subject to Section 16(c). Renewal Orders or renewal terms will be priced at Ontario’s then-current rates unless otherwise stated in the applicable Order. Termination or expiration of this Agreement will not affect any Order then in effect unless the Agreement is terminated in its entirety in accordance with this Section.

Either party may terminate this Agreement or any Order upon written notice if the other party materially breaches this Agreement or the applicable Order and fails to cure such breach within thirty (30) days after receipt of notice describing the breach. Ontario may suspend Customer’s access to or use of any Ontario Services immediately upon notice if: (i) Customer is in material breach of this Agreement; (ii) undisputed amounts are overdue; (iii) Customer’s use poses a security risk, legal risk, or risk of harm to the Ontario Services or others; (iv) Customer fails to provide records, certifications, or other cooperation reasonably required under Section 3 to verify compliance with usage limits after notice and a reasonable opportunity to cure; (v) Customer exceeds the scope or usage limits in a manner that materially impacts the Ontario Services, other customers, or Ontario’s commercial interests and fails to cure such excess use promptly after notice; or (vi) suspension is otherwise expressly permitted under this Agreement. If the grounds for suspension are cured, Ontario will promptly reinstate Customer’s access to the affected Ontario Services, subject to reasonable reactivation time and Customer’s payment of any undisputed overdue amounts and completion of any necessary corrective actions. Suspension does not relieve Customer of its payment obligations during the applicable Subscription Term. Ontario may terminate this Agreement or any affected Order if the grounds giving rise to suspension are not cured within thirty (30) days after notice, or such longer period as Ontario may allow in its discretion. If Ontario terminates an Order or this Agreement due to Customer’s breach, including non-payment, then all unpaid amounts for the remainder of the then-current Subscription Term for the terminated Order(s) will become payable. Amounts due for the remainder of a committed Subscription Term represent earned contractual commitments and not a penalty.

Termination or expiration of this Agreement or a SOW will not affect any Order then in effect unless the Agreement is terminated in its entirety in accordance with this Section. All provisions that by their nature should survive termination or expiration will survive, including provisions relating to payment obligations, intellectual property, confidentiality, warranty disclaimers, limitation of liability, indemnification, data handling rights and restrictions, and dispute-related provisions.

10. Warranties and Warranty Disclaimers.

Ontario warrants during the Subscription Term: (i) the Software Subscription Services, when used by Customer in accordance with this Agreement, the Documentation, and the applicable Order, will conform in all material respects to the then-current Documentation for the production version of the Software Subscription Services; provided, however, that minor defects, errors, omissions, or variances that do not materially and adversely affect the core functionality of the Software Subscription Services will not constitute a breach of this warranty, and any service level, support, security, or data handling commitments are limited to those expressly set forth in the applicable Ontario Policies; (ii) any Work Product expressly identified as a deliverable in a signed SOW or signed Order will conform in all material respects to the applicable written specifications expressly set forth in that SOW or Order; (iii) it owns or otherwise has the right to provide the Software Subscription Services and Professional Services to Customer under this Agreement; provided, however, that except as expressly set forth in Section 12, Ontario does not provide any separate warranty of non-infringement; and (iv) One-Time Services and Professional Services shall be performed in a professional and workmanlike manner by qualified personnel. Acceptance and deemed acceptance of Work Product, deliverables, and milestones are governed by Section 1, and warranty remedies for nonconforming Work Product remain subject to this Section 10. If Ontario breaches the foregoing warranties, Ontario may, at its option and as Customer’s exclusive remedy, (i) re-perform the affected Ontario Services; (ii) repair, replace, or modify the affected Ontario Services so they conform; or (iii) provide a commercially reasonable workaround. If Ontario determines these remedies are not commercially feasible, either party may terminate the affected nonconforming Ontario Services or the applicable Order solely to the extent impacted, and Customer will receive a pro-rata refund of prepaid fees for the terminated portion of the then-current term. These remedies are Customer’s exclusive remedies for breach of warranty.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE ONTARIO SERVICES, SOFTWARE, AND ALL RELATED SERVICES ARE PROVIDED “AS IS”. ONTARIO’S EXPRESS WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. ONTARIO DISCLAIMS ALL OTHER WARRANTIES AND DOES NOT WARRANT THAT THE ONTARIO SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. ONTARIO HAS NO WARRANTY OBLIGATIONS FOR DEFECTS CAUSED BY THIRD-PARTY SOFTWARE OR HARDWARE, ACCIDENTAL DAMAGE, OR OTHER MATTERS BEYOND ONTARIO’S REASONABLE CONTROL. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THE ONTARIO SUPPORT AND SLA POLICY, THE DPA, OR THIS AGREEMENT, ONTARIO IS NOT RESPONSIBLE FOR ANY DELAY, DEFECT, ERROR, UNAVAILABILITY, OR FAILURE OF THE ONTARIO SERVICES TO THE EXTENT CAUSED BY THIRD-PARTY HOSTING PROVIDERS, TELECOMMUNICATIONS PROVIDERS, INTERNET SERVICE PROVIDERS, THIRD-PARTY ARTIFICIAL INTELLIGENCE OR MODEL PROVIDERS, OTHER THIRD-PARTY SERVICES, OR CUSTOMER SYSTEMS, NETWORKS, SOFTWARE, OR ENVIRONMENTS. CUSTOMER MUST PROVIDE ONTARIO WITH ALL INFORMATION, ACCESS, AND FULL GOOD FAITH COOPERATION REASONABLY NECESSARY TO ENABLE ONTARIO TO DELIVER THE ONTARIO SERVICES. ONTARIO WILL BE RELIEVED OF ITS OBLIGATIONS TO THE EXTENT THAT SUCH OBLIGATIONS DEPEND UPON CUSTOMER’S FAILURE TO PERFORM.

CUSTOMER AGREES AND ACKNOWLEDGES THAT ONTARIO DISCLAIMS AND WILL NOT BE LIABLE FOR CUSTOMER’S USE OF, OR ANY ACTS OR OMISSIONS TAKEN IN RELIANCE ON, OUTPUTS OR RESULTS DERIVED FROM THE ONTARIO SERVICES, INCLUDING ANY AI OUTPUT. CUSTOMER FURTHER AGREES AND ACKNOWLEDGES THAT ANY ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING FUNCTIONALITY MADE AVAILABLE THROUGH THE ONTARIO SERVICES MAY PRODUCE PROBABILISTIC RESULTS THAT ARE INACCURATE, INCOMPLETE, BIASED, NON-UNIQUE, OR UNSUITABLE FOR CUSTOMER’S INTENDED PURPOSE. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, TESTING, AND VALIDATING ALL SUCH OUTPUTS BEFORE USE AND FOR ALL DECISIONS, ACTIONS, OR OMISSIONS BASED ON SUCH OUTPUTS. TO THE EXTENT THAT ONTARIO INCORPORATES ANY SYNDICATED OR THIRD-PARTY DATA AS PART OF THE ONTARIO SERVICES, CUSTOMER AGREES AND ACKNOWLEDGES THAT ONTARIO DOES NOT GUARANTEE THE RELIABILITY OR ACCURACY OF SUCH SYNDICATED OR THIRD-PARTY CONTENT AND IS NOT LIABLE FOR CUSTOMER’S RELIANCE ON, OR IN CONNECTION WITH, SUCH SYNDICATED OR THIRD-PARTY CONTENT OR SERVICES, INCLUDING BUT NOT LIMITED TO ITS COMPLETENESS, ACCURACY, CORRECTNESS, OR TIMELINESS.

11. Limitation of Liability.

EXCEPT FOR (A) CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, AND (B) AMOUNTS PAYABLE PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING AMOUNTS AWARDED TO OR PAYABLE IN SETTLEMENT WITH A THIRD PARTY CLAIM SUBJECT TO INDEMNIFICATION, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, GOODWILL, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR THE SELECTION AND USE OF THE ONTARIO SERVICES. EXCEPT FOR THE ONTARIO INDEMNIFICATION OBLIGATIONS IN SECTION 12, AND CLAIMS ARISING FROM ONTARIO’S WILLFUL MISCONDUCT, ONTARIO’S TOTAL, AGGREGATE LIABILITY FOR ANY AND ALL DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY ORDER, OR THE ONTARIO SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO ONTARIO UNDER THE APPLICABLE ORDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR, IF THE CLAIM DOES NOT ARISE UNDER AN ORDER, UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WITHOUT LIMITING THE FOREGOING, CUSTOMER ASSUMES ALL RESPONSIBILITY FOR ANY RELIANCE ON, IMPLEMENTATION OF, OR DECISION MADE BASED ON AI OUTPUT, INCLUDING ANY OBLIGATION TO PROVIDE HUMAN REVIEW OR COMPLY WITH LAWS GOVERNING AUTOMATED DECISION-MAKING. THESE LIMITATIONS ARE AN EXPRESS PART OF THE BARGAIN AND A CONTROLLING FACTOR IN THE SETTING OF THE FEES.

12. Indemnification.

Ontario shall indemnify, defend, and hold harmless Customer from and against any damages, costs, expenses, and amounts finally awarded against Customer or agreed in settlement by Ontario arising out of any third-party claim, suit, or proceeding (each, a “Legal Action”) alleging that Customer’s authorized use of the Software Subscription Services or Work Product, as provided by Ontario and used in accordance with this Agreement, infringes, misappropriates, or otherwise violates such third-party’s intellectual property rights.

If the Software Subscription Services or any Work Product becomes, or in Ontario’s reasonable judgment is likely to become, the subject of a Legal Action, Ontario may, at its option and expense: (a) procure for Customer the right to continue using the affected Software Subscription Services or Work Product; (b) modify or replace the affected Software Subscription Services or Work Product to make it non-infringing without materially reducing its overall functionality; or (c) if Ontario determines that the foregoing remedies are not commercially reasonable, terminate the affected Software Subscription Services or Work Product, or the affected portion thereof, upon written notice and refund to Customer any prepaid fees attributable to the terminated portion of the then-current Subscription Term following the effective date of termination.

Ontario shall have no obligation under this Section 12 with respect to any Legal Action arising out of or relating to: (a) use of the Software Subscription Services or Work Product other than as authorized by this Agreement or the applicable Documentation; (b) any modification, configuration, adjustment, customization, or alteration of the Software Subscription Services or Work Product not made by Ontario or not made on Ontario’s written instructions; (c) any combination of the Software Subscription Services or Work Product with software, services, data, content, hardware, or other materials not supplied or expressly approved in writing by Ontario, but only to the extent the Legal Action would not have arisen but for such combination; (d) Customer’s failure to use an updated, modified, or replacement version of the Software Subscription Services or Work Product provided by Ontario to avoid the alleged infringement, after Ontario has notified Customer of the need to use such version and such version does not materially reduce the overall functionality of the affected Ontario Services; (e) Customer Data, including any prompts, instructions, configurations, fine-tuning data, training data, or other materials submitted by or on behalf of Customer; (f) AI Output or other output resulting from Customer’s Inputs, prompts, instructions, configurations, Customer Data, or requested workflows, except to the extent the Legal Action alleges infringement by the underlying unmodified Software Subscription Services themselves independent of such Customer-specific Inputs or AI Outputs; (g) compliance with Customer’s specifications, instructions, designs, or requirements; or (h) open-source software, freeware, or other third-party materials provided under separate license terms or not proprietary to Ontario, except to the extent Ontario has expressly identified such materials as covered by this indemnity in the applicable Order or Documentation.

Customer shall indemnify, defend, and hold harmless Ontario and its affiliates, and their respective officers, directors, employees, contractors, and agents, from and against any third-party claims, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer Data, including any Inputs, prompts, instructions, configurations, fine-tuning data, or other materials submitted by or on behalf of Customer, but solely to the extent a third-party claim alleges that such Customer Data, or Ontario’s authorized use of such Customer Data in accordance with this Agreement, infringes, misappropriates, or otherwise violates such third party’s intellectual property, privacy, publicity, confidentiality, or other proprietary rights, or violates applicable law; (b) Customer’s use of the Ontario Services, including any Generative AI Features or AI Output, in violation of this Agreement, Documentation, Ontario Policies, applicable law, or any prohibited High-Risk Use restriction; (c) Customer’s use of the Ontario Services, including any Generative AI Features or AI Output, in any regulated, legally significant, consequential decision, or High-Risk Use context without legally required testing, validation, human review, notices, disclosures, consents, appeal mechanisms, or other safeguards required by applicable law; or (d) Customer’s upload, submission, transmission, processing, storage, or use of Excluded Data in or through the Ontario Services.

A party seeking indemnification under this Section 12 shall provide the indemnifying party with prompt written notice of the applicable third-party claim; provided, however, that any failure or delay in providing such notice will relieve the indemnifying party of its obligations under this Section 12 only to the extent the indemnifying party is materially prejudiced thereby. The indemnifying party shall have sole control of the defense and settlement of the claim, except that the indemnifying party may not settle any claim in a manner that imposes liability, admissions, or obligations on the indemnified party, or grants injunctive or other non-monetary relief against the indemnified party, without the indemnified party’s prior written consent (not to be unreasonably withheld, conditioned, or delayed). The indemnified party shall provide reasonable cooperation and assistance at the indemnifying party’s expense. The indemnifying party will be relieved of its obligations under this Section 12 only to the extent it is materially prejudiced by the indemnified party’s failure to comply with this paragraph.

13. Confidentiality.

a. Definition of Confidential Information.

“Confidential Information” means any non-public information disclosed or made available by or on behalf of one party (“Disclosing Party”) to the other party (“Receiving Party”), whether in written, oral, visual, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the foregoing, the Ontario Services, Software, Documentation, Work Product, pricing, product plans, technical information, security information, audit materials, non-public AI features, model-related documentation, and performance information are Ontario’s Confidential Information, and Customer Data, Customer’s non-public business information, and Customer’s non-public prompts, configurations, and non-public AI Output are Customer’s Confidential Information.

b. Exclusions.

Confidential Information does not include information that the Receiving Party can demonstrate by competent written records: (i) is or becomes publicly available through no breach of this Agreement or other wrongful act; (ii) was lawfully known to the Receiving Party without restriction on use or disclosure before receipt from the Disclosing Party; (iii) is lawfully received from a third party without breach of any duty of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. Specific information will not be deemed within the foregoing exclusions merely because it is embraced by more general information in the public domain or in the Receiving Party’s possession, and any combination of features will not be deemed non-confidential merely because individual features are publicly available.

c. Use Restrictions.

The Receiving Party shall: (i) use the Disclosing Party’s Confidential Information solely as necessary to exercise its rights or perform its obligations under this Agreement; (ii) not disclose such Confidential Information to any third party except as expressly permitted under this Agreement; and (iii) protect such Confidential Information using at least reasonable care and, in any event, no less than the degree of care it uses to protect its own confidential information of a similar nature, but not less than a commercially reasonable standard of care.

d. Permitted Disclosures.

The Receiving Party may disclose Confidential Information only to its and its Affiliates’ employees, officers, directors, contractors, subcontractors, professional advisors, auditors, insurers, and service providers, including hosting providers and, where applicable, third-party model or AI service providers, in each case who have a legitimate need to know such Confidential Information for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party remains responsible for any breach of this Section by any person or entity to whom it discloses Confidential Information.

e. Compelled Disclosure.

If the Receiving Party is required by law, regulation, court order, subpoena, civil investigative demand, or other governmental process to disclose any Confidential Information, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only the portion of the Confidential Information that it is legally required to disclose and shall use reasonable efforts to obtain confidential treatment for the disclosed information.

f. Security Incidents; Unauthorized Access or Disclosure.

The Receiving Party shall promptly notify the Disclosing Party without undue delay upon becoming aware of any unauthorized access to, acquisition of, or disclosure of the Disclosing Party’s Confidential Information in the Receiving Party’s possession or control, and shall use commercially reasonable efforts to contain, investigate, and mitigate the effects of such incident. To the extent Confidential Information includes Customer Data that constitutes Personal Data, the parties’ more specific rights and obligations under the DPA shall control with respect to such Personal Data. For all other Confidential Information, this Section 13 shall govern except to the extent another provision of this Agreement expressly applies.

g. Return, Destruction, and Retention.

Upon expiration or termination of this Agreement, or earlier upon the Disclosing Party’s written request, the Receiving Party shall promptly cease use of the Disclosing Party’s Confidential Information and return or destroy it, at the Disclosing Party’s election, except to the extent retention is: (a) required by applicable law; (b) required for routine backup, disaster recovery, archival, legal hold, compliance, or recordkeeping purposes; or (c) expressly permitted under this Agreement. Any retained Confidential Information will remain subject to the confidentiality of this Agreement for so long as retained.

h. Injunctive Relief.

Each party acknowledges that unauthorized use or disclosure of the other party’s Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, in the event of an actual or threatened breach of this Section, the Disclosing Party may seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available at law or in equity, without the necessity of posting bond except to the extent required by applicable law.

i. Duration.

The obligations in this Section will continue during the Term and for five (5) years thereafter; provided, however, that with respect to any Confidential Information constituting a trade secret under applicable law, such obligations will continue for so long as such information remains a trade secret under applicable law.

j. No Implied Rights.

Except as expressly set forth in this Agreement, no license or other rights in or to any Confidential Information are granted by either party, whether by implication, estoppel, or otherwise.

14. Non-Solicitation.

Each party agrees that it will not, directly or indirectly, solicit the other party’s employees or contractors to seek an employment arrangement with it during the Term of this Agreement and for eighteen (18) months thereafter. This restriction shall not apply to general solicitations not targeted at such employees or contractors.

15. Notices.

Legal notices under this Agreement (including notices of breach, termination, non-renewal, indemnity claims, dispute notices, and other notices with legal effect) must be sent to the contact identified in the applicable Order and shall be effective upon receipt. Operational notices, routine business communications, and service-related communications may be provided to the applicable business, technical, billing, or administrative contacts identified in the Order or through the Services, customer portal, or account communications designated by Ontario from time to time. Either party may update its notice contact information from time to time by notice to the other party under this Section.

16. Miscellaneous.

a. Entire Agreement; Limited SOW Incorporation.

This Agreement, together with each applicable Order, SOW, Documentation, and the Ontario Policies incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous proposals, discussions, understandings, and agreements relating to that subject matter. Statements of Work are incorporated solely for the limited purpose of describing the applicable Professional Services, assumptions, deliverables, milestones, and related commercial details.

b. Order of Precedence.

In the event of a conflict among the contract documents for the applicable Ontario Services: (i) the DPA will control solely with respect to the processing of Personal Data covered by the DPA; (ii) an Order will control over this Agreement solely to the extent the Order expressly identifies the specific provision of this Agreement being overridden; (iii) as between an Order and an SOW, the Order will control unless the Order expressly states that the SOW controls with respect to the applicable subject matter; (iv) this Agreement will control over Documentation and the Ontario Policies, except to the extent an Ontario Policy expressly governs a specific operational, support, service level, security, acceptable use, AI-feature-specific, or data-handling matter for the applicable Ontario Services; (v) product-specific terms or policies will control over generally applicable Ontario Policies, but only with respect to the applicable product, feature, or service; and (vi) Documentation describes use and functionality of the Ontario Services but does not expand Ontario’s legal, compliance, security, support, service level, or other obligations except to the extent expressly stated in this Agreement, an Order, or an applicable Ontario Policy. No Order or SOW will modify Sections 7, 8, 10, 11, 12, 13, or 16 unless it expressly identifies the specific section being modified and is signed by both parties.

c. Policy Versions; Updates.

For each Order, the version of this Agreement and the Ontario Policies in effect as of the effective date of that Order will apply during the Initial Term of that Order. For each Renewal Term, the version of this Agreement and the Ontario Policies in effect as of the first day of such Renewal Term will apply during that Renewal Term. Ontario may update the Ontario Policies from time to time, but any such updated Ontario Policy will apply only to (i) new Orders that become effective after the updated version is posted or otherwise made available, and (ii) Renewal Terms that begin after the updated version is posted or otherwise made available. Notwithstanding the foregoing, Ontario may make changes to the Ontario Policies during a then-current Initial Term or Renewal Term to the extent reasonably necessary to address changes in applicable law, regulation, binding governmental guidance, industry standards, security requirements, abuse-prevention needs, or third-party provider requirements, provided that Ontario gives Customer notice of the change as reasonably practicable and such change does not materially reduce the core functionality of the applicable Ontario Services or materially diminish Customer’s contractual service levels for the affected Ontario Services during the then-current Subscription Term, except to the extent such reduction or diminution is reasonably necessary for security, legal, compliance, or third-party provider requirement reasons. No update to this Agreement or the Ontario Policies will materially diminish Customer’s rights or materially increase Customer’s payment obligations under an existing Order during the then-current Subscription Term without Customer’s consent, except as expressly permitted by the immediately preceding sentence. Ontario may replace any URL referenced in this Agreement or an Order with a successor URL containing substantially the same materials.

d. Hyperlinks; Archived Versions.

Customer acknowledges that certain terms, policies, standards, addenda, and product-specific conditions may be made available by hyperlink, through Ontario’s website, customer portal, or other electronic means, and that such materials are incorporated into this Agreement by reference as contractual terms. Ontario’s failure to maintain any particular URL, or the replacement of a URL with a successor location, will not affect the enforceability of any incorporated terms so long as Ontario makes the applicable materials reasonably available to Customer upon request or through a successor location. Ontario’s books and records, including archived copies of posted terms, will be used to determine the version in effect as of the effective date of the applicable Order absent manifest error.

e. Amendments.

Except as otherwise provided in this Agreement or in an Order, this Agreement may be amended only in a writing signed by both parties.

f. Governing Law; Venue; Jury Trial Waiver.

This Agreement will be governed by the laws of the State of Minnesota, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Minnesota for any action arising out of or relating to this Agreement. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING, ARISING OUT OF OR RELATING TO THIS AGREEMENT.

g. Assignment.

Neither party may assign this Agreement or any Order, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement or any Order without such consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assigning party remains responsible for its obligations under this Agreement until the effective date of assignment and the assignee agrees in writing to be bound by this Agreement. Notwithstanding the foregoing, Customer may not assign this Agreement or any Order to a direct competitor of Ontario if such assignment would materially increase Ontario’s risk relating to Confidential Information or compliance obligations.

h. Publicity.

Ontario may identify Customer as a customer of the Ontario Services and may use Customer’s name and logo on Ontario’s website, customer lists, and marketing materials, unless Customer notifies Ontario in writing that it objects to such use at any time.

i. Force Majeure.

Neither party shall be liable for, nor be deemed in breach of this Agreement or any Order for, any failure or delay in performing its obligations under this Agreement (except for Customer’s payment obligations) to the extent such failure or delay is caused by circumstances beyond the reasonable control of the affected party, including acts of God, flood, fire, earthquake, severe weather, epidemic, pandemic, public health emergency, war, terrorism, civil unrest, labor disputes or strikes not involving the affected party’s own workforce, embargoes, acts of government, governmental orders or restrictions, interruption or failure of telecommunications, internet, hosting, utility, or other third-party infrastructure, denial-of-service attacks, or other similar events beyond the affected party’s reasonable control (each, a “Force Majeure Event”). The affected party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable, and shall provide prompt notice to the other party describing the nature of the Force Majeure Event and its expected impact on performance. For the avoidance of doubt, a Force Majeure Event does not excuse Customer’s obligation to pay Fees accrued prior to the affected performance, and does not relieve either party of obligations that can reasonably continue notwithstanding the Force Majeure Event, including applicable confidentiality, data protection, and security obligations.

j. Insurance.

During the Term, Ontario shall maintain commercially reasonable insurance coverage with reputable insurers, which may include commercial general liability, technology errors and omissions/professional liability, and cyber/privacy liability insurance, in each case in amounts determined by Ontario in light of its business and the Ontario Services provided under this Agreement. Upon Customer’s written request, not more than once annually, Ontario will provide a certificate of insurance evidencing such coverage, subject to confidentiality and insurer restrictions.

k. Independent Contractors.

The parties are independent contractors. Nothing in this Agreement creates any partnership, franchise, joint venture, fiduciary, agency, employment, or other similar relationship between the parties. Neither party has any authority to bind the other or incur obligations on the other’s behalf, and neither party will represent otherwise.

l. No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties and their respective permitted successors and assigns. Except as expressly set forth in Section 12, nothing in this Agreement is intended to or will confer upon any third party any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. For clarity, only those persons or entities expressly identified as indemnified parties under Section 12 may enforce the applicable indemnification obligations under Section 12, and solely to that extent.

m. U.S.-Only Offering; Separate EU/UK Terms.

This Agreement is offered solely for Customer entities organized in the United States, for use of Ontario Services hosted in the United States, and for processing activities intended to be governed by United States law. This Agreement, including the DPA and Ontario Policies incorporated herein, is not intended to address or satisfy legal requirements that apply specifically to processing subject to the GDPR, UK GDPR, Swiss data protection law, or other non-U.S. international data transfer or localization regimes. If Customer requires terms addressing such laws or cross-border transfers involving those regimes, the parties must enter into Ontario’s applicable international agreement or supplemental terms expressly covering such processing.

n. U.S. Government End Users.

The Software, Documentation, and Ontario Services are “commercial products,” “commercial services,” “commercial computer software,” and/or “commercial computer software documentation,” as applicable, and are provided to U.S. Government end users only with the same rights and restrictions generally applicable to non-government customers under this Agreement. Any use, duplication, release, disclosure, modification, or transfer by the U.S. Government is subject to this Agreement and, to the extent applicable, the restrictions set forth in FAR 12.212, FAR 52.227-19, DFARS 227.7202, and their successor provisions.

o. Trade Compliance.

Each party shall comply with all applicable export control, economic sanctions, anti-boycott, and import laws and regulations in connection with its performance under this Agreement. Customer shall not access, use, export, re-export, transfer, or otherwise make available the Ontario Services, Documentation, or related technical data in violation of applicable export control or sanctions laws.

p. Waiver; Severability; Electronic Execution.

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. This Agreement may be accepted electronically, and electronic signatures and electronic Orders will be binding.

17. Definitions.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, but only for so long as such control relationship exists. “Control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of an entity, or the power to direct the management and policies of an entity, whether by ownership, contract, or otherwise.

“AI Output” means any content, response, suggestion, result, recommendation, summary, classification, extraction, translation, code, analysis, prediction, or other output generated through Generative AI Features.

“Authorized User” means an individual employee or owner of Customer authorized by Customer to access and use the Software Subscription Services solely on the Customer’s behalf and in accordance with the user model specified in the applicable Order. Authorized User status is personal to the applicable individual and may not be shared except as expressly permitted by the applicable licensed user model.

“Customer” means the entity that has purchased the Ontario Services under an Order.

“Customer Data” means any data, information, content, records, or other materials submitted, uploaded to, transmitted through, or stored in the Ontario Services by or on behalf of Customer.

“De-Identified Data” means Customer Data or other data collected during the performance of the Ontario Services that has been de-identified, anonymized, and/or aggregated so that it does not identify, and cannot reasonably be used to identify Customer, any Authorized User, or any individual, and is not Personal Data.

“Documentation” means user documentation provided electronically by Ontario for use with the Software Subscription Services, as periodically updated.

“DPA” means Ontario’s Data Processing Agreement, as identified in Section 2 and incorporated into the applicable Order pursuant to this Agreement, and applicable to Ontario’s processing of Personal Data on behalf of Customer in connection with the Ontario Services under this Agreement.

“End Date” means the end date specified in the applicable Order.

“Excluded Data” means any data that Customer is not permitted to upload, submit, transmit, process, or store in or through the Ontario Services unless Ontario has expressly agreed in writing to accept such data, and where applicable subject to supplemental terms. Excluded Data includes, whether or not listed in the Ontario Excluded Data Policy: (i) protected health information subject to HIPAA, unless the parties have entered into an applicable business associate agreement expressly permitting such data; (ii) biometric identifiers or biometric information; (iii) payment card data subject to PCI DSS; (iv) consumer report information subject to FCRA; (v) nonpublic personal information subject to GLBA; (vi) education records subject to FERPA; and (vii) any additional categories identified as excluded in the Ontario Excluded Data Policy.

“Fees” means the fees, charges, and other amounts payable by Customer under an Order, SOW, or this Agreement.

“Generative AI Features” means any functionality within the Ontario Services that uses machine learning, large language models, AI agents, AI multi-agent systems, foundation models, or similar artificial intelligence methods to generate, summarize, classify, recommend, transform, or otherwise produce text, images, code, analytics, insights, or other outputs based on Customer Data, prompts, instructions, configurations, or other inputs submitted by or on behalf of Customer.

“High-Risk Use” means use of Generative AI Features or AI Output in connection with: (i) medical diagnosis or treatment decisions; (ii) emergency response or public safety operations; (iii) operation of critical infrastructure; (iv) legal advice or legal rights determinations; (v) hiring, firing, promotion, compensation, discipline, scheduling, or other employment or worker-related decisions, or in a manner used as a substantial factor in, or to materially influence, such decisions; (vi) credit, insurance, housing, education admission, healthcare access, lending, underwriting, pricing, benefits, government services, or other eligibility or consequential decisions, or in a manner used as a substantial factor in, or to materially influence, such decisions; (vii) law enforcement or criminal justice matters; (viii) biometric identification, biometric processing, or use involving sensitive personal information or other sensitive data regulated under applicable law, except to the extent expressly authorized by Ontario in writing and subject to any required supplemental terms; or (ix) any use where the Generative AI Features or AI Output may be used as a substantial factor in, or to materially influence, decisions that could reasonably be expected to result in death, personal injury, significant property damage, or materially adverse legal, financial, employment, housing, education, insurance, healthcare, or similar effects on an individual.

“Initial Term” means the period beginning on the Start Date and ending on the End Date as specified in the applicable Order.

“Inputs” means prompts, instructions, data, files, content, questions, configurations, or other materials submitted to the Generative AI Features by or on behalf of Customer.

“Monthly Fees” means the agreed recurring monthly fees detailed in an Order for Software Subscription Services and any recurring services.

“One-Time Services” means the installation, implementation, setup, migration, or other one-time services identified in an Order or SOW, but does not include the Professional Services or the Software Subscription Services.

“Ontario Services” means the services, which include the Software Subscription Services and, as applicable, certain One-Time Services and Professional Services, provided by or on behalf of Ontario under this Agreement, including any implementation, configuration, integration, training, support, maintenance, professional, managed, or other services expressly identified in an Order, Statement of Work, or other ordering document.

“Order” means an ordering document, order form, or other written or electronic ordering instrument provided or approved by Ontario and accepted by Customer that references this Agreement and describes the Ontario Services, subscription scope, and applicable Fees.

“Personal Data” means any information defined as “personal data,” “personal information,” “personally identifiable information,” or similar term under applicable data protection laws, but only to the extent such information is processed by Ontario on behalf of Customer in connection with the Ontario Services.

“Professional Services” means the training, consulting, development, and other professional services identified in an Order or SOW but does not include the One-Time Services or the Software Subscription Services.

“Renewal Term” means each renewal subscription term for an Order pursuant to Section 9.

“Security Incident” means any actual unauthorized access to, acquisition of, disclosure of, or alteration of Customer Data, or any confirmed material compromise of the confidentiality or integrity of Customer Data or of the systems used by Ontario to provide the Ontario Services, in each case to the extent such event affects Customer Data or Customer’s use of the Ontario Services. For clarity, unavailability, performance degradation, denial-of-service attacks, or other availability-related events, by themselves, do not constitute a Security Incident unless they involve unauthorized access to or a material compromise of the confidentiality or integrity of Customer Data or the applicable systems. Notwithstanding the foregoing, to the extent any Security Incident involves Personal Data processed by Ontario on behalf of Customer and subject to the DPA, the parties’ respective rights and obligations with respect to such Personal Data shall be governed by the DPA.

“Software” means the hosted software products and related modules, features, or services identified in an Order or other software products provided as part of the Ontario Services.

“Software Subscription Services” means the hosted Software or customer experience platform(s) identified in an Order or SOW, and any modifications periodically made by Ontario, but does not include the One-Time Services or the Professional Services.

“Start Date” means the start date specified in the applicable Order.

“Statement of Work” or “SOW” means a statement of work or similar document entered into by the parties that references an applicable Order and describes Professional Services and related assumptions, deliverables, or Fees.

“Subscription Term” means, with respect to an Order, the Initial Term and any Renewal Terms for that Order.

“Term” means the period during which this Agreement is in effect pursuant to Section 9.

“Work Product” means custom or customized object code, source code, flow charts, documentation, information, reports, test results, findings, ideas, and any works and other materials developed by Ontario in providing the Ontario Services specifically to the Customer for a fee, including configurations, scripts, prompt libraries, data mappings, transformation logic, workflow designs, report templates, implementation artifacts, and other deliverables created by or for Ontario in providing Professional Services or One-Time Services, and does not include the Software or any of the Software Subscription Services.