TERMS OF USE

Jurisdiction: Canada

Version: 1.2

Effective Date: December 8^th, 2025

Last Updated: February 16^th, 2026

DEFINITIONS AND INTERPRETATION

Definition

"Account" means the unique user account created by the Client to access the Services, including associated identifiers, login credentials, configuration settings, profile information, and preferences.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means the direct or indirect power to direct the management or policies of such entity, whether through ownership of voting securities, by contract, or otherwise.

"Aggregated Data" means data derived from the Services or Data Services that has been aggregated, anonymized, or otherwise processed so that it cannot reasonably be used to identify (i) a specific individual, (ii) a specific Client, or (iii) a specific property or other identifiable entity.

"Applicable Laws" means all applicable federal, provincial, territorial, and municipal laws, statutes, regulations, ordinances, codes, rules, directives, and binding orders of governmental authorities in Canada that apply to a party or to the Services.

"Authorized Commercial Purposes" means the legitimate internal business purposes for which the Client may access and use the Services in accordance with these Terms and the applicable Order Confirmation, expressly excluding any Prohibited Activities.

"Authorized User" means any employee, consultant, or contractor of the Client who is authorized by the Client to access and use the Services on the Client’s behalf, subject to these Terms and any access controls applicable to the Account.

"Billing Currency" means United States dollars (USD), which is the primary currency for all fees, prices, and payments under these Terms, unless expressly stated otherwise in the applicable Order Confirmation.

"Billing Period" means the period for which fees are calculated and charged (e.g., monthly or annually), as specified in the applicable Order Confirmation.

"Business Days" means any day other than a Saturday, Sunday, or statutory holiday observed in the province or territory where VIREC’s head office is located.

"Client" means any legal entity duly constituted under applicable law (including a corporation, partnership, trust, association, or other organization) acting exclusively for professional or commercial purposes that accesses or uses the Services through its duly authorized representatives in accordance with Section 2. For greater certainty, “Client” excludes any natural person acting for personal, domestic, or household purposes, and the Services are not offered to consumers within the meaning of applicable consumer protection legislation.

"Confidential Information" means all non-public, proprietary, or confidential information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally, visually, in writing, electronically, or otherwise, including technical, commercial, financial, strategic, and business information, and including the Disclosing Party’s trade secrets, in each case subject to the exceptions set out in Section 11.3.

"Data Services" means the proprietary information services provided by VIREC, including licensed access to proprietary datasets, information compilations, analyses, and reports.

"Derivative Content" means any information, analysis, compilation, report, dataset, output, or other material created, developed, generated, or derived directly or indirectly from the Data Services (including through querying, exporting, transforming, or combining Data Services with other data).

"Documentation" means all user manuals, technical guides, API specifications, reference materials, training materials, and other documentation made available by VIREC in connection with the Services.

"Exchange Rate" means the conversion rate between USD and CAD determined in accordance with the methodology set out in Section 8.2.

"Internal Use" means use of the Services solely within the Client’s organization by Authorized Users for Authorized Commercial Purposes, and not for resale, sublicensing, redistribution, public display, or external service bureau purposes.

"Limited Extracts" or "Non-Substantial Portion" means, in any single deliverable or output, data relating to a maximum of one (1) individual record or five (5) comparable items, and in all cases representing less than one percent (1%) of any dataset accessed during the applicable Billing Period.

"Order Confirmation" means the binding evidence of the commercial agreement between the Client and VIREC, which may take one of the following forms:

(a) Electronic Confirmation (Self-Service): an electronic order confirmation generated by the Platform during registration and purchase, detailing the subscription level, licensed modules, pricing, payment terms, commitment duration, and any applicable terms, generated upon acceptance of these Terms and successful payment processing; or
(b) Written Order Form (Enterprise): a written order form signed by both parties specifying negotiated commercial terms. Each Order Confirmation forms an integral part of these Terms. For purposes of these Terms, “Order Form” and “Order Confirmation” may be used interchangeably.

"Platform" means VIREC’s proprietary technological infrastructure used to provide the Services, including servers, software, applications, interfaces, databases, and other technical components.

"Personal Information" means any information about an identifiable individual, or that can reasonably be associated with an identifiable individual, as defined under Applicable Laws. For further details on how VIREC handles Personal Information, see the VIREC Privacy Policy (incorporated by reference).

"Prohibited Activities" means all activities, uses, and conduct expressly prohibited under Section 6.

"Services" means collectively the Platform, all accessible modules, the Data Services, application programming interfaces (APIs), client software (if any), Documentation, and all support services provided by VIREC.

"Security Incident" means any confirmed or reasonably suspected unauthorized access to, or unauthorized acquisition, use, disclosure, alteration, or destruction of, Personal Information or Client Content within VIREC’s control in connection with the Services.

"Substantial Portion" means any quantity of data exceeding the Limited Extracts, or any quantity of data that could reasonably be used to recreate, reverse engineer, reproduce, derive a competing dataset or service from, or otherwise compete with VIREC’s datasets, Data Services, or Services.

"Territory" means Canada, including all provinces and territories. The Services are available exclusively to Clients located within the Territory. Access to the Services from outside the Territory is not permitted and constitutes a breach of these Terms

"Third-Party Providers" or "Third-Party Services" means third-party entities not affiliated with VIREC that provide certain operational, technical, infrastructure, payment, analytics, or support services used in connection with the Services.

"VIREC", "we", "our", or "us" means VIREC Intelligence Inc., a corporation incorporated under the laws of Canada, doing business as VIREC.

"VIREC Confidential Information" means Confidential Information of VIREC, including all non-public information relating to the Services and Platform, including algorithms, models, methodologies, data structures, interfaces, source code, business and pricing information, supplier information, product plans, security measures, and other proprietary information disclosed by VIREC, whether or not marked as confidential.

Interpretation

For purposes of interpreting these Terms: (a) section headings are provided for convenience only and do not affect interpretation; (b) “include,” “including,” and similar terms mean “including without limitation”; (c) “or” is inclusive (and/or) unless the context clearly requires exclusivity; (d) the singular includes the plural and vice versa.

Incorporation by Reference

These Terms incorporate by reference the VIREC Privacy Policy, which governs the collection, use, and protection of personal information. The Privacy Policy and these Terms together constitute the entire agreement between the parties regarding the Services. In the event of a conflict between these Terms and the Privacy Policy, these Terms shall prevail, except with respect to specific privacy rights guaranteed by Applicable Laws.

ACCEPTANCE OF TERMS AND ELIGIBILITY

Formation of Contract

These Terms constitute a legally binding agreement between you (the "Client") and VIREC regarding your access to and use of the Platform and Services.

Affirmative Acceptance Required

To access or use the Services, you must confirm your acceptance of these Terms and the Privacy Policy during the registration, subscription, or login process. By clicking the “Continue”, “Create account”, “Sign up”, “Subscribe”, or similar button after being presented with the notice “By continuing, you agree to VIREC’s Terms of Use and Privacy Policy” (or equivalent), you acknowledge that you have read, understood, and agree to be legally bound by these Terms and the Privacy Policy, as amended from time to time. If you do not agree, you must not proceed and must not access or use the Services.

Authority to Bind

If you are using the Services on behalf of an organization, you represent and warrant that you are an authorized representative of that organization with the authority to legally bind that organization to these Terms.

Eligibility Criteria

The Services are intended exclusively for professional use by legitimate commercial entities. By accessing the Services, you represent and warrant that:

(a) You are at least eighteen (18) years of age; (b) You have full legal capacity to enter into binding contracts; (c) You are accessing the Services from within the Territory; (d) You are using the Services solely for legitimate Authorized Commercial Purposes; (e) All registration information you submit is true and accurate; (f) Your use of the Services does not violate any Applicable Laws; (g) You are not a direct competitor of VIREC; (h) You have not been previously banned or suspended from the Services.

Refusal and Restriction

VIREC reserves the right, in its sole discretion, to refuse service, reject any registration request, terminate Accounts, or suspend access to anyone at any time.

Language of Services

The VIREC Platform interface, the Services, and related communications are available in French and English. VIREC recognizes and respects the language rights applicable in Québec under the Charter of the French Language (Charte de la langue française) and undertakes to offer the Services in a manner consistent with such requirements.

Where these Terms constitute a contract of adhesion, the Parties acknowledge that the French version of these Terms and any related documents is made available to the Client before the Client expresses its consent to be bound. The Parties may be bound only by a version in another language if, after the French version has been provided, such is the Client’s express will. No amount may be charged for the drafting or provision of the French version of these Terms or of any related documents.

Support and Assistance

(a) Access to Support:

Our support team provides assistance in French and English for any questions, technical difficulties, or requests regarding the Services. Contact us by email: support@virec.ca

(b) Documentation Available in French and English:

Documentation relating to the Services (including FAQs, glossaries, and feature guides) is available in French and English. Where a specific document is temporarily available in one language only, the Client may request the equivalent version in the other language by contacting support@virec.ca VIREC will provide the requested version within a reasonable time.

(c) Navigation Assistance:

Our support team can, in French or English, provide guidance on the Platform interface, including step-by-step instructions, explanations of features and terminology, and detailed assistance for any Platform functionality.

(d) Communications:

VIREC may send the Client service-related communications in connection with the Services (including, without limitation, account notices, security alerts, billing communications, and operational updates). Such communications are provided in French and English, according to the Client’s stated language preference.

Order Confirmation and Subscription Terms

Prices (in USD), subscription levels, payment terms, commitment duration, and licensed modules are determined during the registration process and formalized via an Order Confirmation (as defined in Section 1 (Definitions)) which forms an integral part of these Terms.

(a) Self-Service Subscriptions:

Self-service subscriptions are available only to eligible Clients meeting the criteria in Section 2. For standard subscriptions purchased through the Platform, an electronic Order Confirmation is automatically generated through the following process: (i)The Client selects the subscription level, modules, and payment option (annual or monthly) through the Platform interface; (ii)Prices are displayed in the Platform showing the amount in United States dollars (USD) (billing currency). Where the Platform displays an indicative equivalent amount in Canadian dollars (CAD), such amount is provided for informational purposes only, based on a reference exchange rate displayed at the time of viewing, and may differ from the final amount charged due to exchange rate fluctuations and/or fees applied by the Client’s financial institution or payment processor; (iii) The Client expressly accepts these Terms by clicking “I Accept” or equivalent, in accordance with Section 2.2; (iv) The Client provides payment information through Stripe’s secure interface and authorizes processing of the initial payment in USD; (v) Upon successful payment processing, the Platform automatically generates an electronic Order Confirmation detailing: the amount billed in USD; any applicable Taxes; all subscription terms; and the date and time of the transaction; (vi) The Client receives this Order Confirmation by email and can access it through their Account. This electronic Order Confirmation constitutes a legally binding agreement between the Client and VIREC, with the same force and effect as a contract signed by both parties, in accordance with applicable laws on electronic commerce and electronic contracts in Canada.

(b) Customized Enterprise Subscriptions:

For tailored arrangements negotiated with Enterprise Clients, VIREC may require a written Order Form signed by both parties before granting access. This Order Form will specify the billing currency (USD or other agreed currency) and all particular commercial terms.

Binding Effect and Precedence: The Order Confirmation (electronic or written) shall prevail over these Terms in the event of conflict regarding specific commercial terms (including price, commitment duration, licensed modules, and payment terms). These Terms shall prevail for all other matters, including without limitation Section 4.3 (Detailed Data Services Use Restrictions), Section 6 (Prohibited Uses), Section 7 (Intellectual Property), and Section 16 (Limitation of Liability).

Access to Paid Services: No access to paid Services will be granted without a valid Order Confirmation (electronic via the Platform for self-service, or written and signed for customized Enterprise arrangements). For self-service subscriptions, access is granted automatically and immediately upon generation of the electronic Order Confirmation following successful payment processing.

Retention and Access: All electronic Order Confirmations are retained in VIREC's systems and accessible by the Client through their Account in the Platform. The Client acknowledges that this electronic Order Confirmation constitutes the binding evidence of the commercial agreement between the parties.

Non-Application of the Consumer Protection Act (Quebec)

The Services are offered exclusively to commercial entities acting for professional or commercial purposes, in accordance with Section 2. VIREC does not offer the Services to consumers, and any individual acting for personal, domestic, or household purposes is strictly prohibited from registering for, accessing, or using the Services. If VIREC determines, in its sole discretion, that an Account is being used for consumer purposes, VIREC may immediately refuse service, suspend access, or terminate the Account, without limiting any other rights or remedies available to VIREC.

GENERAL DESCRIPTION OF SERVICES

Platform Overview

VIREC provides a proprietary enterprise-grade technology platform offering integrated business information services. The Platform comprises several functional modules accessible via web interfaces and, for certain subscription levels, via API Access.

Natural Language Analysis Module

Analysis and conversational interaction with business datasets powered by natural language processing artificial intelligence technologies.

Data Services Module

Licensed access to Data Services, comprising proprietary datasets, information compilations, analyses, and reports across various business categories. Data Services are subject to the strict use restrictions set out in Section 4.3.

Business Intelligence Module

Advanced business intelligence and data visualization tools enabling the creation of customized dashboards, reports, and providing data exploration capabilities.

Relationship Management Module

Integrated customer relationship management functionality including contact management, interaction tracking, business pipeline management, and workflow automation.

Programmatic Access

For Enterprise-level Clients, programmatic access to Platform capabilities via RESTful application programming interfaces.

Modifications and Maintenance

VIREC reserves the right to modify, update, enhance, or discontinue all or any part of the Platform at any time. VIREC will periodically perform scheduled and emergency maintenance activities.

ACCOUNT CREATION AND DATA SERVICES USE RESTRICTIONS

License Grant and Scope of Use

Subject to these Terms, the applicable Order Confirmation, and payment of all applicable Fees, VIREC grants the Client a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right during the Term to permit its Authorized Users to access and use the Services (including the Data Services) solely for Internal Use and Authorized Commercial Purposes within the Territory, in accordance with the access level, modules, and usage limits specified in the applicable Order Confirmation. Except for the limited rights expressly granted under this Section 4.1, all right, title, and interest in and to the Services, Platform, Data Services, Documentation, and all related intellectual property are and shall remain solely with VIREC (and its licensors), and no implied licenses are granted. For clarity, this license is subject to, and does not permit any conduct prohibited under, Section 4.3 (Detailed Data Services Use Restrictions) and Section 6 (Prohibited Uses), and it automatically terminates upon termination or expiration of these Terms or the applicable Order Confirmation.

Account Creation and Management

To access the Services, you must create an Account by providing accurate, current, and complete information. You agree to: (a) provide your true full name and a valid email address; (b) create a unique username; (c) promptly update your Account information; (d) not create multiple Accounts; (e) not transfer your Account; and (f) maintain the confidentiality of your credentials.

Detailed Data Services Use Restrictions

(a) General Restrictions:

The Client shall not, and shall not permit any third party to:

(i) Use the Data Services for purposes other than Authorized Commercial Purposes; (ii) Engage in any Prohibited Activities as defined in Section 6; (iii) Redistribute, resell, sublicense, transfer, publish, or otherwise make available the Data Services or any Substantial Portion thereof to third parties; (iv) Copy, reproduce, duplicate, bulk download, scrape, or create backup copies of the Data Services exceeding the Limited Extracts necessary for strict Internal Use; (v) Use the Data Services to create, compile, or develop a competing database, competing information product, or any competing service; (vi) Reverse engineer the Data Services, metadata, data structures, methodologies, or algorithms used in the compilation, organization, or presentation of the Data Services; (vii) Remove, obscure, modify, or alter any proprietary notice, copyright notice, trademark, source attribution, or other indication of ownership appearing in or with the Data Services; (viii) Use the Data Services in any manner that violates any Applicable Laws; (ix) Aggregate or combine the Data Services with data or information from third-party sources in a manner that could enable re-identification of confidential sources or create a competing dataset; (x) Grant, transfer, or extend access to the Data Services to affiliates not named in the applicable Order Form, subcontractors, or other third parties except as expressly permitted in writing by VIREC.

(b) Technical Restrictions:

The Client shall not attempt to circumvent, disable, or interfere with technical protection measures, access control mechanisms, rate limits, usage restrictions, or any other technical measures implemented by VIREC.

(c) Limited Extracts Exception:

Notwithstanding the foregoing restrictions, the Client may include Limited Extracts of the Data Services in internal client deliverables for Authorized Commercial Purposes, provided that: (i) the Limited Extracts do not represent a Substantial Portion; (ii) each Limited Extract includes appropriate attribution to VIREC; (iii) the deliverable is provided solely for Internal Use; (iv) the deliverable includes a notice indicating that the data is subject to VIREC's proprietary rights; and (v) the Client maintains records of all such deliverables.

(d) Limited Extracts Clarification:

Limited Extracts are limited to information concerning: (i) one (1) single record or data item; or (ii) up to five (5) comparable items in any report. Any use exceeding these limits constitutes use of a Substantial Portion and is strictly prohibited.

(e) Audit and Compliance Verification:

VIREC reserves the right to conduct an audit of the Client's use of the Data Services to verify compliance with these Terms.

Account Security and Authentication

VIREC uses authentication services to ensure secure Account access. You are fully responsible for all activities that occur under your Account.

Client Responsibilities

The Client is responsible for: (a) obtaining and maintaining all necessary equipment; (b) ensuring the compatibility of its systems; (c) maintaining its own backups; (d) configuring appropriate security settings; (e) training its Authorized Users; (f) monitoring use by its Authorized Users; and (g) all costs associated with accessing the Services.

DATA SERVICES

Nature of Data Services

The Data Services constitute proprietary compilations of information that are collected, organized, structured, and enriched by VIREC through commercial processes and methodologies. The Data Services may include data originating from third-party sources, publicly available sources, and licensed datasets, and may be supplemented by VIREC’s proprietary analyses and categorizations. All access to and use of the Data Services is strictly subject to these Terms, including Section 4.3 (Detailed Data Services Use Restrictions) and Section 6 (Prohibited Uses).

Updates

The Data Services may be updated, refreshed, corrected, enhanced, modified, or restructured according to a schedule determined by VIREC in its sole discretion. The Client acknowledges that (a) the Data Services are dynamic and may change over time; and (b) VIREC may modify, add, remove, or discontinue any aspect of the Data Services, including data sources, coverage, fields, structure, methodologies, and update frequency, without notice, except as expressly set out in an applicable Order Confirmation.

Informational Purposes; No Reliance

The Data Services and any outputs are provided for informational purposes only. They do not constitute legal, financial, tax, appraisal, or other professional advice, and VIREC does not assume any duty of care or advisory responsibility toward the Client or any third party. The Client is solely responsible for (a) assessing the suitability of the Data Services for its intended use; (b) verifying information as appropriate; and (c) ensuring that its use of the Data Services complies with Applicable Laws.

No Data Warranty

The Data Services are provided “as is” and “as available” without any warranty, representation, or condition of any kind, whether express, implied, statutory, or otherwise, including without limitation any warranty of accuracy, completeness, timeliness, merchantability, fitness for a particular purpose, non-infringement, or that the Data Services will be error-free or uninterrupted. Without limiting the foregoing, VIREC does not warrant that the Data Services reflect the most current information available from any source.

Ownership

All rights, title, and interest in and to the Data Services (including all compilations, structure, selection, arrangement, and presentation of the Data Services, and all related intellectual property rights) remain the exclusive property of VIREC. Except for the limited rights expressly granted to the Client under these Terms and the applicable Order Confirmation, no rights are granted, and all rights are reserved by VIREC.

Breaches and Consequences

Any material breach (or attempted breach) of the Data Services restrictions, including any conduct prohibited under Section 4.3 or Section 6, may result in, without limitation: (a) immediate suspension or termination of the Client’s access to the Services and/or Data Services; (b) any other rights or remedies available to VIREC at law or in equity (including damages); and (c) injunctive or other equitable relief, without prejudice to any other rights or remedies available to VIREC.

PROHIBITED USES

The Client shall not, and shall not permit any Authorized User or any third party to, directly or indirectly:

(a) Unlawful / Fraudulent Use

Use the Services in violation of Applicable Laws, or for any unlawful, fraudulent, deceptive, or malicious purpose.

(b) Infringement

Violate, misappropriate, or infringe the intellectual property rights, privacy rights, publicity rights, or other rights of VIREC or any third party.

(c) Reverse Engineering

Reverse engineer, decompile, disassemble, translate, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or trade secrets of any portion of the Services or Data Services, except to the extent such restriction is prohibited by Applicable Laws.

(d) Security Circumvention

Circumvent, disable, interfere with, or bypass any security features, authentication measures, access controls, technical protection measures, rate limits, usage restrictions, metering, logging, monitoring, or audit controls implemented by VIREC.

(e) Competing Use

Use the Services or Data Services to create, compile, develop, improve, or enable any competing product, service, database, dataset, or information offering, or to otherwise replicate or substitute the Services or Data Services.

(f) Malware / Harmful Code

Upload, transmit, introduce, or otherwise make available viruses, malware, worms, Trojan horses, time bombs, spyware, ransomware, or any other code, file, program, or routine intended to harm, disrupt, or interfere with the Services, VIREC’s systems, or any third party.

(g) Service Disruption

Overload, damage, disrupt, degrade, impair, or otherwise interfere with the integrity, performance, or availability of the Services, including through denial-of-service attacks, excessive automated requests, or abusive usage patterns.

(h) Unauthorized Automated Access / Extraction

Access, query, scrape, harvest, extract, or copy any portion of the Services or Data Services through unauthorized automated means (including bots, scripts, crawlers, scrapers, or similar technologies), or through systematic manual means (including repeated queries, screenshotting, or copy/paste) intended to circumvent Limited Extracts, rate limits, or other technical or contractual restrictions.

(i) Credential Sharing / Unauthorized Access

Share, sell, rent, lend, sublicense, transfer, or otherwise permit access to the Services through shared credentials, or allow any person who is not an Authorized User to access or use the Services, including by permitting access by affiliates, subcontractors, contractors, or other third parties not expressly authorized under the applicable Order Confirmation.

(j) Impersonation

Impersonate any person or entity, misrepresent an affiliation, or otherwise conceal or falsify identity, account ownership, or source of activity.

(k) Improper Collection of Personal Information

Collect, store, disclose, or otherwise process personal information of other users or individuals through the Services in a manner that violates Applicable Laws or these Terms.

(l) Re-identification / Harmful Correlation

Use the Services or Data Services to re-identify or attempt to re-identify individuals, confidential sources, or non-public attributes, including by correlating or combining Data Services with third-party datasets or other information in a manner that could enable re-identification or the creation of a competing dataset.

(m) Service Bureau / Third-Party Outputs

Use the Services to provide services to third parties on a service bureau, time-sharing, outsourcing, or similar basis, or to build or offer a data brokerage service, directory, index, lookup service, or API for the benefit of third parties, except as expressly permitted in the applicable Order Confirmation and in accordance with these Terms (including Limited Extracts requirements, where applicable).

(n) AI / Model Training

Use the Services, Data Services, or any outputs to train, fine-tune, benchmark, or improve any machine learning or artificial intelligence model (including large language models), except with VIREC’s prior written authorization.

(o) Other Restricted Conduct

Engage in, attempt to engage in, facilitate, or encourage any other use of the Services that is contrary to, inconsistent with, or in breach of these Terms, the applicable Order Confirmation, or any policies incorporated by reference, including any activity prohibited under Section 4 (Account Creation and Data Services Use Restrictions) and Section 6.

INTELLECTUAL PROPERTY

VIREC Ownership

VIREC retains and shall retain all right, title, and interest in and to the Platform, the Services, the Data Services, the Documentation, and all related intellectual property and proprietary rights, including all improvements, enhancements, and derivative works thereof. Except to the extent expressly permitted under these Terms and the applicable Order Confirmation, no rights are granted to the Client, and all rights are expressly reserved by VIREC. No implied rights are granted.

No transfer of Rights

The Client acknowledges that access to and use of the Services does not convey to the Client any ownership interest in the Platform, Services, Data Services, Documentation, or any related intellectual property. The Client shall not claim any right, title, or interest in any of the foregoing.

Client Content

As between the parties, the Client retains all right, title, and interest in and to any content, data, information, materials, prompts, queries, and inputs submitted, uploaded, transmitted, or otherwise made available by the Client or its Authorized Users through the Services (“Client Content”). The Client grants VIREC the right to host, reproduce, transmit, process, display, and use Client Content solely as necessary to provide, maintain, secure, and support the Services, to comply with Applicable Laws, and to enforce these Terms.

Client Content Representation

The Client represents and warrants that it has obtained all rights, permissions, and consents necessary to provide Client Content to VIREC and that the submission and use of Client Content through the Services does not violate Applicable Laws or infringe, misappropriate, or otherwise violate any third-party rights.

Trademarks

No right to use VIREC’s trademarks, logos, trade names, or branding is granted except as expressly permitted in writing by VIREC. Any goodwill arising from the use of VIREC’s marks shall inure solely to the benefit of VIREC.

AI-Generated Output

The Platform may include artificial intelligence and/or natural language processing features that generate content, analyses, reports, insights, visualizations, summaries, or other outputs (“AI Output”). As between the parties, AI Output (excluding Client Content embedded therein) is the exclusive property of VIREC. The Client shall not reproduce, redistribute, resell, publish, or create derivative works from AI Output except to the extent expressly permitted under these Terms (including Section 4.3(c) where applicable) or as otherwise authorized in writing by VIREC. For clarity, prompts and queries submitted to the Platform remain Client Content under Section 7.3; however, the AI Output generated in response is owned by VIREC as set out above.

AI Output Limitations; No Reliance

AI Output is generated through automated processes and may contain errors, omissions, or inaccuracies. AI Output is provided for informational purposes only and does not constitute financial, investment, legal, real estate, tax, appraisal, or other professional advice. The Client is solely responsible for reviewing and validating AI Output and for any decisions or actions taken based on AI Output.

Third-Party Materials

Certain components of the Services may incorporate, link to, or depend on third-party software, content, data, models, APIs, or services (“Third-Party Materials”). Such Third-Party Materials may be subject to additional terms imposed by the relevant third party. The Client agrees to comply with such additional terms to the extent they apply to the Client’s use of the Services.

PAYMENT, BILLING, AND CURRENCY

Billing Currency

(a) Primary Currency:

All fees, prices, and payments under these Terms are denominated and payable in United States dollars (USD), unless otherwise expressly indicated in the applicable Order Confirmation.

(b) Foreign Exchange Risk:

The Services are offered and sold exclusively to business Clients for professional or commercial purposes. The Client acknowledges and agrees that all amounts are billed and payable in USD and that the Client bears all foreign exchange fees, bank charges, and currency conversion risks associated with payment, including any conversion rates applied by the Client’s financial institution or payment processor.

Exchange Rate Mechanism

(a) Rate Source:

Any USD/CAD exchange rate or CAD equivalent displayed in the Platform is provided for convenience only and is non-binding. Displayed rates may be based on publicly available market information, including information made available by Stripe, Inc. and/or published by the Bank of Canada, and may be updated from time to time in VIREC’s discretion.

(b) Time of Determination:

(i) For price display: Rates are updated daily and displayed at the time of viewing prices in the Platform; (ii) For billing: The exact amount in USD is fixed at the time the Client completes the purchase process and authorizes payment. The exchange rate displayed at that time is the reference rate, but the actual conversion rate applied by the Client's financial institution or by Stripe may differ slightly; (iii) For recurring subscriptions: The USD amount remains fixed for the duration of the Billing Period; the CAD equivalent may vary according to exchange rate fluctuations at the time of each recurring payment processing.

(c) Exchange Rate Responsibility:

The Client acknowledges and agrees that:

VIREC bills in USD and does not control the exchange rates applied by financial institutions or payment processors; The CAD equivalent displayed is informational and may differ from the final amount charged due to rates applied by the Client's financial institution; The Client assumes all risks associated with exchange rate fluctuations; Currency conversion fees may apply depending on the Client's financial institution, and such fees are the Client's responsibility. The Client acknowledges that it has the expertise and resources necessary to manage foreign exchange risk, and that invoicing in USD is a negotiated commercial term.

(d) Payment Processing:

Payments are processed by Stripe Inc., a third-party payment processor. Stripe manages currency conversion and applies its own commercial exchange rates. For more information about Stripe's exchange rates, visit: https://stripe.com/pricing

Subscription Fees

The Client shall pay all fees specified in the applicable Order Confirmation. Fees are denominated in USD.

Payment Terms

Fees are payable in advance for each Billing Period. Payments are processed automatically via Stripe using the payment method on file.

Payments not received when due shall bear interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, if lower) on the unpaid balance in USD, calculated from the due date until payment in full.

All fees paid are non-refundable, except as expressly provided by Applicable Laws or as indicated in a separate refund policy.

Taxes

All fees are stated exclusive of taxes. The Client is responsible for all sales, use, value-added tax (VAT), goods and services tax (GST), Quebec sales tax (QST), and all other applicable taxes, duties, or levies (collectively, "Taxes").

If VIREC is legally required to collect Taxes, such Taxes will be added to the fees and invoiced to the Client. Taxes are calculated on the USD amount.

The Client must provide any tax identification number or valid exemption certificate upon request.

Suspension and Termination for Non-Payment

VIREC may, in its sole discretion, immediately suspend the Client's access to the Services or terminate these Terms in the event of: (a) non-payment of fees when due; (b) failure of automatic payment processing; (c) refused or disputed payment charges; or (d) any other breach of payment obligations. Suspension or termination for non-payment does not eliminate the Client's obligation to pay all amounts due.

Automatic Renewal

Subscriptions automatically renew at the end of each Billing Period at the then-current fees, unless: (i) the Client cancels the subscription before the renewal date; or (ii) VIREC terminates these Terms. Renewal fees in USD remain fixed unless price change notification is provided with thirty (30) days' notice. For recurring subscriptions, the Client authorizes VIREC (via Stripe) to automatically charge the payment method on file for each renewal period.

Fee Modifications

VIREC may modify its fees with thirty (30) days' written notice. New fees apply at the next renewal. The Client may cancel before the new fees take effect if they do not accept the increase.

THIRD-PARTY SERVICES

Use of Third-Party Providers

VIREC uses Third-Party Providers (as defined in Section 1. (Definition)) in certain operational Service Categories to provide, support, or enhance the Platform and Services. These categories include, without limitation: (a) infrastructure and hosting services; (b) authentication and identity management services; (c) payment processing and billing services; (d) artificial intelligence and natural language processing services; (e) data visualization and business intelligence services; (f) customer relationship management services; (g) communication and messaging services; (h) analytics and monitoring services; (i) security and threat protection services; and (j) other technical, operational, or support service categories.

Protection of Provider Information

Specific details concerning provider identity, their particular products used, versions, configurations, integrations, architectures, data flows, and all other technical or operational details constitute VIREC Confidential Information (as defined in Section 11.1) of critical importance and will not be disclosed except as strictly required by Applicable Laws or a binding court order.

Current information regarding third-party service categories, if any, may be available upon written request to VIREC at support@virec.ca, subject to VIREC's absolute and non-reviewable discretion to disclose or not disclose such information depending on circumstances, competitive concerns, and confidentiality obligations to providers. VIREC has no obligation to disclose specific provider names, service details, or any other information it considers, in its sole discretion, to be commercially sensitive.

Acceptance of Third-Party Terms

By using the Services, you acknowledge and agree that your use may be subject to the terms of use, privacy policies, and other terms and conditions of applicable Third-Party Providers (collectively, the "Third-Party Terms"). Your use of the Services constitutes your acceptance of all applicable Third-Party Terms. You are responsible for reviewing and complying with all Third-Party Terms. VIREC makes no representations or warranties regarding Third-Party Terms and assumes no liability for your non-compliance therewith.

Limitation of Liability for Third-Party Services

VIREC EXPRESSLY DISCLAIMS ALL LIABILITY FOR:

The availability, performance, functionality, security, or reliability of Third-Party Services; Any interruption, outage, error, bug, or failure of Third-Party Services or caused by Third-Party Services; Any loss, corruption, or unauthorized disclosure of data resulting from Third-Party Services; Any security breach, incident, or compromise affecting Third-Party Services; Any modification, suspension, or discontinuation of Third-Party Services by their providers; Any damage, loss, cost, or expense resulting from or related to your use of or reliance on Third-Party Services; Any third-party claim, action, demand, or proceeding related to Third-Party Services.

THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. ANY CLAIMS REGARDING THIRD-PARTY SERVICES MUST BE DIRECTED TO THE APPLICABLE THIRD-PARTY PROVIDER. VIREC DOES NOT ACT AS AN AGENT, REPRESENTATIVE, OR INTERMEDIARY BETWEEN YOU AND ANY THIRD-PARTY PROVIDER. VIREC MAY REPLACE, MODIFY, OR CEASE USING ANY THIRD-PARTY PROVIDER AT ANY TIME IN ITS SOLE DISCRETION WITHOUT NOTICE OR LIABILITY, IN ACCORDANCE WITH SECTION 12.1.

Indemnification for Third-Party Services

You agree to indemnify, defend, and hold harmless VIREC, its officers, directors, employees, agents, and Affiliates from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or related to: (a) your use or misuse of Third-Party Services; (b) your violation of Third-Party Terms; (c) any claim by a Third-Party Provider against you; or (d) any third-party claim arising from your use of Third-Party Services, in accordance with the general indemnification obligations in Section 15.

DATA PROTECTION

Data Collection

VIREC collects and processes Personal Information and other data in accordance with its Privacy Policy and Applicable Laws.

Security

VIREC implements commercially reasonable administrative, technical, and physical safeguards designed to protect Personal Information and the Services against unauthorized access, use, disclosure, alteration, or destruction. The Client acknowledges that no method of transmission or storage is completely secure and that VIREC does not guarantee absolute security.

In accordance with An Act to modernize legislative provisions as regards the protection of personal information (Quebec, 2021, c. 25) (“Loi 25”) and other Applicable Laws, VIREC has designated a person responsible for the protection of personal information (“Responsable”). The identity and contact information of the Responsable are set out in the VIREC Privacy Policy. VIREC maintains a governance framework for the protection of personal information, including privacy impact assessments for applicable projects, incident management procedures, and transparency measures, as required by Loi 25 and its regulations

Client Responsibilities

The Client is responsible for maintaining the confidentiality of its credentials, implementing appropriate security controls for its Authorized Users (including unique credentials and access on a need-to-know basis), and promptly notifying VIREC of any suspected unauthorized access to or misuse of the Services.

Incidents

VIREC will notify the Client of a Security Incident affecting the Client’s Account or Client Content without undue delay and in accordance with Applicable Laws. Such notice will include, to the extent reasonably available, a description of the nature of the incident and the steps VIREC is taking to mitigate it. The Client agrees to reasonably cooperate with VIREC in investigating and remediating any Security Incident. Unless required by Applicable Laws, the Client shall not make any public statement or notify third parties regarding a Security Incident involving the Services without first coordinating with VIREC.

CONFIDENTIALITY

VIREC Confidential Information

“VIREC Confidential Information” includes all non-public information relating to the Platform and Services, including without limitation the Data Services, algorithms, models, methodologies, data structures, technical information, security measures, business and pricing information, product plans, and the identity of Third-Party Providers, whether disclosed orally, visually, in writing, electronically, or otherwise, and whether or not marked as confidential.

Client Obligations

The Client shall: (a) treat VIREC Confidential Information as strictly confidential; (b) use it solely as necessary to access and use the Services in accordance with these Terms; (c) protect it using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in any event no less than a commercially reasonable standard of care; and (d) not disclose VIREC Confidential Information to any third party except to its Authorized Users and advisors who have a legitimate need to know and are bound by written confidentiality obligations no less protective than those set out herein.

Exceptions

The obligations in this Section 11 do not apply to information that the Client can demonstrate by written records: (a) is or becomes publicly available through no breach of these Terms; (b) was lawfully known to the Client prior to disclosure by VIREC without confidentiality obligations; (c) is independently developed by the Client without use of or reference to VIREC Confidential Information; or (d) is rightfully received by the Client from a third party without breach of any confidentiality obligation.

Compelled Disclosure

If the Client is required by Applicable Laws, court order, or governmental request to disclose any VIREC Confidential Information, the Client shall (to the extent legally permitted) provide VIREC with prompt written notice to allow VIREC to seek protective measures, and the Client shall disclose only the minimum portion required.

Return and Destruction

Upon termination or upon VIREC’s written request, the Client shall promptly return or securely destroy all VIREC Confidential Information in its possession or control, except to the extent retention is required by Applicable Laws or the Client’s bona fide record retention policies, in which case the Client shall continue to protect such retained information in accordance with this Section 11.

Duration

The obligations in this Section 11 survive termination for five (5) years; provided that with respect to any VIREC Confidential Information that constitutes a trade secret under Applicable Laws, such obligations shall survive for so long as such information remains a trade secret.

Injunctive Relief

The Client acknowledges that any breach of this Section 11 may cause irreparable harm for which monetary damages may be an insufficient remedy, and that VIREC may seek injunctive or equitable relief in addition to any other remedies available at law or in equity.

VIREC RIGHTS AND DISCRETIONARY ENFORCEMENT

Modifications

VIREC may modify the Services and may update these Terms from time to time. Updated Terms will be posted in the Platform and/or provided by reasonable notice (including by email or in-app notice). Unless otherwise stated, updates take effect on the date indicated in the notice or upon posting. If a change is material, VIREC may require the Client to provide affirmative acceptance as a condition of continued access to the Services. If the Client does not agree to updated Terms, the Client must stop using the Services and may terminate in accordance with these Terms.

Suspension

VIREC may suspend or restrict access to the Services, in whole or in part, (a) for scheduled or emergency maintenance; (b) to address security, integrity, or availability concerns; (c) if VIREC reasonably suspects a breach of these Terms, misuse of the Services, or unauthorized access; (d) to comply with Applicable Laws or lawful requests; or (e) for non-payment of undisputed amounts. VIREC will use commercially reasonable efforts to provide notice of suspension and to restore access promptly once the issue is resolved, except where notice is prohibited or would compromise security.

Aggregated Data

VIREC may collect, use, and disclose aggregated and/or anonymized data derived from the operation and use of the Services for any lawful purpose, provided that such data is processed in a manner that does not reasonably identify any individual or the Client.

Monitoring

VIREC may monitor, log, and analyze use of the Services to maintain, secure, support, and improve the Services, to enforce these Terms, and to comply with Applicable Laws, in accordance with the Privacy Policy.

Subcontracting

VIREC may subcontract or delegate performance of the Services (in whole or in part) to qualified third parties.

Assignment

VIREC may assign these Terms without the Client's consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee assumes all of VIREC’s obligations under these Terms and offers services substantially similar to the Services.

Discretionary Enforcement

VIREC reserves the right, in its sole discretion, to enforce or not enforce any provision of these Terms, to selectively waive enforcement, and to choose which remedies to pursue, in accordance with Applicable Laws and subject to the principle of good faith. Non-enforcement does not constitute a waiver of VIREC's rights.

SERVICE LEVELS

Availability

VIREC uses commercially reasonable efforts to make the Services available and targets 99% availability in a given Billing Period, excluding Scheduled Maintenance and Excluded Downtime. “Scheduled Maintenance” means planned maintenance windows announced by VIREC where reasonably practicable, and “Excluded Downtime” includes any interruption excluded under Section 13.3. Availability is measured based on VIREC’s systems, and “Downtime” means a material failure of the Services that results in the Client being unable to access core functionality of the Services.

Support

VIREC provides technical support during Business Days and business hours (local time at VIREC’s head office), through the support channels made available in the Platform and/or as specified in the applicable Order Confirmation. Support does not include on-site services, custom development, or professional services unless expressly agreed in writing.

Exclusions

Service level targets do not apply to interruptions caused by: (a) factors outside VIREC’s reasonable control (including force majeure events and Internet or telecommunications failures); (b) acts or omissions of the Client or its Authorized Users; (c) Third-Party Providers or Third-Party Materials not under VIREC’s direct control; (d) the Client’s equipment, software, network, or configurations; or (e) suspension of access permitted under these Terms.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." VIREC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

WITHOUT LIMITING THE FOREGOING, VIREC DOES NOT WARRANT OR REPRESENT THAT: (A) THE DATA SERVICES OR ANY INFORMATION PROVIDED THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, OR ERROR-FREE; (B) THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, OR SECURE BASIS; (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL MEET THE CLIENT’S REQUIREMENTS OR EXPECTATIONS; (D) ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED; OR (E) THE SERVICES WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, OR NETWORK ENVIRONMENT. THE CLIENT ACKNOWLEDGES THAT THE DATA SERVICES ARE COMPILED FROM VARIOUS SOURCES AND THAT VIREC DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF ANY THIRD-PARTY DATA INCORPORATED THEREIN.

Indemnification

The Client shall indemnify VIREC against any claims arising from: (a) the Client's use of the Services; (b) breach of these Terms; (c) violation of third-party rights; or (d) the Client's content.

LIMITATION OF LIABILITY

Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VIREC, ITS AFFILIATES, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF SAVINGS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF OBTAINING REPLACEMENT SERVICES, OR ANY OTHER COMMERCIAL OR ECONOMIC DAMAGES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VIREC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Capped Liability

NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THESE TERMS, THE TOTAL AGGREGATE LIABILITY OF VIREC, ITS AFFILIATES, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR RELATED TO THESE TERMS, THE PLATFORM, THE SERVICES, OR THE DATA SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES IN USD ACTUALLY PAID BY THE CLIENT TO VIREC DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

No Liability for Business Decisions

VIREC IS NOT RESPONSIBLE FOR BUSINESS, INVESTMENT, OR OTHER DECISIONS MADE BY THE CLIENT BASED ON THE SERVICES, DATA SERVICES, ANY GENERATED CONTENT, OR ANY INFORMATION OBTAINED VIA THE PLATFORM. THE CLIENT ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR ALL ITS BUSINESS DECISIONS AND THAT SUCH DECISIONS ARE MADE AT ITS OWN RISK. THE CLIENT MUST CONDUCT ITS OWN INDEPENDENT DUE DILIGENCE AND MUST NOT RELY SOLELY ON THE SERVICES OR DATA SERVICES TO MAKE IMPORTANT DECISIONS.

Basis of the Agreement

The exclusions and limitations of liability set forth in this Section 14 represent the basis of the agreement between the parties and reflect an allocation of risk between VIREC and the Client. The Services and pricing reflect this allocation of risk and the limitations of liability specified. Without these limitations, VIREC would not have entered into these Terms or provided the Services at current rates.

GOVERNING LAW AND JURISDICTION

Governing Law

These Terms and any Dispute (as defined in Section 18) shall be governed by and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein.

Arbitration

Except as expressly permitted under Section 18.4 (Carve-Outs), the parties agree that all Disputes shall be resolved exclusively by binding arbitration in accordance with Section 18. For greater certainty, the parties waive any right to commence or participate in court proceedings relating to a Dispute, except as set out in Section 18.4.

Jurisdiction

The parties irrevocably attorn to the exclusive jurisdiction of the courts of competent jurisdiction located in Montréal, Québec solely for the purposes of: (a) seeking injunctive or other equitable relief as permitted under Section 18.4; (b) collecting unpaid fees or enforcing payment obligations as permitted under Section 18.4; and (c) enforcing, recognizing, or entering judgment upon any arbitral award or interim measure. For these limited purposes, each party waives any objection based on venue, forum non conveniens, or similar grounds.

DISPUTE RESOLUTION

Negotiation

In the event of any dispute, claim, or controversy arising out of or relating to these Terms, the Services, the Data Services, or the parties’ relationship (a “Dispute”), the parties shall first attempt to resolve the Dispute through good faith negotiations. Either party may give written notice of the Dispute to the other party, describing the nature of the Dispute and the relief sought.

Mediation

If the Dispute is not resolved through negotiation after the meeting described in Section 18.1 (or within such other period as the parties may agree), either party may propose that the Dispute be submitted to confidential mediation before commencing arbitration. Unless otherwise agreed, the mediation shall take place in Montréal, Québec, and the mediator shall be jointly selected by the parties.

Arbitration

(a) Agreement to Arbitrate

Except as expressly provided in Section 18.4 (Carve-Outs), any Dispute that is not resolved pursuant to Section 18.1 (and, if applicable, Section 18.2) shall be finally resolved by binding arbitration.

(b) Seat and Governing Arbitration Law

The seat (legal place) of arbitration shall be Montréal, Québec, Canada, and the arbitration shall be governed by the applicable arbitration legislation in force in Québec.

(c) Arbitrator Appointment; Number of Arbitrators

The arbitration shall be conducted by a single (1) arbitrator. The parties shall collaborate in good faith to jointly agree on the selection of the arbitrator within fifteen (15) Business Days following the service of the arbitration request. The arbitrator shall be independent, impartial and possess relevant expertise with respect to the nature of the Dispute, including in the areas of commercial law, information technology, intellectual property or data protection, as the case may be.

Failing agreement between the parties within the time period set out above, either party may, by written notice to the other party, request that the Canadian Commercial Arbitration Centre (CCAC) appoint the arbitrator in accordance with its applicable rules. The CCAC shall proceed with the appointment taking into account the nature of the Dispute, the expertise required, the availability of candidates and the absence of any connection with either party.

(d) Language

The language of the arbitration shall be English or French, unless the parties agree otherwise.

(e) Authority and Relief

The arbitrator shall have authority to award any relief permitted under Applicable Laws, including damages and reasonable legal costs and fees, subject to any limitations of liability set out in these Terms. The arbitrator shall issue a reasoned written decision. Judgment on the award may be entered and enforced in any court of competent jurisdiction.

(f) Confidentiality

The arbitration (including the existence of the arbitration, all submissions, evidence, and the award) shall be confidential, except to the extent disclosure is required to enforce an award, comply with Applicable Laws, or is otherwise required by a governmental authority or court order.

(g) Limitation Period

Unless prohibited by Applicable Laws, any Dispute must be commenced within the time period prescribed by the applicable limitation period, failing which it is permanently barred.

Carve-Outs (Court Proceedings Permitted)

Notwithstanding Section 18.3, either party may seek relief in the courts of competent jurisdiction located in Montréal, Québec solely for:

(a) injunctive or other equitable relief to protect its Confidential Information, intellectual property, security, or proprietary rights (including to prevent scraping, reverse engineering, or misuse of the Data Services);

(b) collection of unpaid fees or enforcement of payment obligations; and/or

(c) enforcement of an arbitral award or interim measures granted by the arbitrator.

Any such court proceeding shall not be deemed a waiver of the obligation to arbitrate all other Disputes.

TERM AND TERMINATION

Term

These Terms are effective as of the date the Client first accepts them (the “Effective Date”) and remain in effect until terminated in accordance with this Section (the “Term”). Each subscription period runs for the duration specified in the applicable Order Confirmation and renews automatically in accordance with Section 8.7, unless terminated as provided herein.

Termination for Convenience by the Client

The Client may terminate these Terms and its subscription at any time by providing written notice to VIREC at support@virec.ca or through the cancellation functionality available in the Platform. Termination for convenience shall take effect at the end of the then-current Billing Period. No refund shall be issued for the remaining portion of a prepaid Billing Period, except as required by Applicable Laws.

Termination for Cause

Either party may terminate these Terms immediately upon written notice if: (a) the other party commits a material breach of these Terms; (b) the other party becomes insolvent, files for bankruptcy, or is the subject of proceedings under any bankruptcy or insolvency law; or (c) continued performance becomes impossible or impracticable due to a force majeure event lasting more than ninety (90) consecutive days. VIREC may also terminate these Terms immediately and without prior notice in the event of a breach of Section 4.3 (Data Services Use Restrictions), Section 6 (Prohibited Uses), or Section 11 (Confidentiality).

Effects of Termination

Upon termination or expiration of these Terms: (a) all rights and licenses granted to the Client hereunder shall immediately cease; (b) the Client shall immediately cease all use of the Services and Data Services; (c) the Client shall comply with its obligations under Section 11.5 (Return and Destruction of Confidential Information); (d) all fees accrued and unpaid as of the date of termination shall become immediately due and payable; and (e) VIREC shall have no further obligation to provide the Services.

Survival

The following provisions shall survive termination or expiration of these Terms: Section 1 (Definitions), Section 5 (Data Services, to the extent applicable), Section 7 (Intellectual Property), Section 8 (Payment, to the extent of accrued obligations), Section 11 (Confidentiality), Section 14 (Disclaimer of Warranties), Section 15 (Indemnification), Section 16 (Limitation of Liability), Section 17 (Governing Law and Jurisdiction), Section 18 (Dispute Resolution), and this Section.

GENERAL PROVISIONS

Entire Agreement

These Terms, together with the applicable Order Confirmation and any policies expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, proposals, negotiations, representations, and understandings, whether written or oral.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable in any respect, such provision shall be enforced to the maximum extent permitted, and the remaining provisions shall remain in full force and effect.

Assignment

The Client may not assign or transfer these Terms, in whole or in part, without VIREC’s prior written consent. Any attempted assignment in violation of this Section is null and void. VIREC may assign these Terms in accordance with Section 12.6.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, civil unrest, governmental actions, failures of telecommunications or Internet service providers, or power outages, provided that the affected party uses commercially reasonable efforts to mitigate the effects of the force majeure event.

Notices

Notices must be sent in writing as follows:

1. To VIREC: by email at support@virec.ca or by mail to VIREC Intelligence Inc., 1250 Boul. René-Lévesque O, Suite 2200, Montréal, QC, H3B 4W8;

(b) To the Client: by email to the email address associated with the Client’s Account, or by any other method of communication previously agreed upon in writing.

Contact Information

VIREC Intelligence Inc., carrying on business as VIREC, 1250 Boul. René-Lévesque O, Suite 2200, Montréal, QC, H3B 4W8

Email: support@virec.ca

FINAL ACKNOWLEDGMENT AND ACCEPTANCE

BY CLICKING “CONTINUE”, “CREATE ACCOUNT”, “SIGN UP”, “SUBSCRIBE” (OR ANY SIMILAR BUTTON), OR OTHERWISE PROCEEDING AFTER BEING PRESENTED WITH THE NOTICE “BY CONTINUING, YOU AGREE TO VIREC’S TERMS OF USE AND PRIVACY POLICY” (OR EQUIVALENT), YOU EXPRESSLY ACKNOWLEDGE THAT

YOU HAVE READ AND UNDERSTOOD THE ENTIRETY OF THESE TERMS OF USE; YOU AGREE TO BE LEGALLY BOUND BY ALL PROVISIONS, RESTRICTIONS, LIMITATIONS, AND OBLIGATIONS; YOU HAVE THE NECESSARY AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF THE ENTITY YOU REPRESENT; YOU UNDERSTAND AND ACCEPT THE RISKS ASSOCIATED WITH THE SERVICES, THIRD-PARTY SERVICES, AND GENERATED CONTENT; YOU ACKNOWLEDGE THAT THE RESTRICTIONS ON DATA SERVICES ARE MATERIAL AND ESSENTIAL CONDITIONS; YOU UNDERSTAND AND ACCEPT THE LIMITATION OF LIABILITY CLAUSES AND DISCLAIMER OF WARRANTIES; YOU UNDERSTAND THAT VIREC MAY SELECTIVELY ENFORCE THESE TERMS IN ITS SOLE DISCRETION; YOU ACKNOWLEDGE THAT ALL INFORMATION CONCERNING THIRD-PARTY PROVIDERS CONSTITUTES CONFIDENTIAL INFORMATION; YOU WILL VERIFY ALL INFORMATION INDEPENDENTLY AND WILL NOT RELY SOLELY ON THE SERVICES; YOU AGREE TO COMPLY WITH ALL RESTRICTIONS, OBLIGATIONS, AND PROHIBITIONS SET FORTH IN THESE TERMS.

If you do not accept these Terms in their entirety, you are strictly prohibited from accessing or using the Services, and you must immediately cease all use.

Version: 1.2

Effective Date: December 8th, 2025

Last Updated: February 16^th, 2026

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