TERMS OF USE

Effective Date: June 17, 2026

1. AGREEMENT AND ACCEPTANCE

1.1 Parties. These Terms of Use (these Terms) are a binding agreement between VIREC Intelligence Inc., a corporation incorporated under the laws of Canada, doing business as VIREC (VIREC, we, us, or our), and the business entity that accesses or uses the Services (Customer or you). The individual who clicks to accept, registers, subscribes, or otherwise accesses the Services on behalf of Customer represents and warrants that they have authority to bind Customer to these Terms.

1.2 Acceptance. By clicking Continue, Create Account, Sign Up, Subscribe, or a similar button, or by accessing or using the Services, Customer agrees to these Terms and to the VIREC Privacy and Cookie Policy, which is incorporated by reference. If Customer does not agree, Customer must not access or use the Services. If these Terms conflict with the Privacy and Cookie Policy, these Terms control.

1.3 Business use only. The Services are offered solely to legal entities and to individuals acting for business or professional purposes. The Services are not offered to consumers, and no person may register for, access, or use the Services for personal, family, or household purposes. VIREC may refuse service, reject any registration, or suspend or terminate any account at any time in its sole discretion, including any account VIREC determines is being used for consumer purposes.

1.4 Eligibility. By accessing the Services, you represent and warrant that: (a) you are at least eighteen (18) years old and have full legal capacity to contract; (b) all registration information you submit is accurate and current; (c) you are accessing the Services from within the Territory; (d) you will use the Services only for Permitted Business Purposes; (e) you are not a competitor of VIREC and are not accessing the Services to build a competing product; (f) you have not previously been suspended or removed from the Services; and (g) your use of the Services complies with applicable law.

1.5 Order Confirmations. Pricing, subscription tiers, seat counts, licensed modules, one-time Catalog Purchases, billing currency, commitment term, and payment terms are established at purchase and recorded in an Order Confirmation: either (a) an electronic confirmation generated by the Platform upon acceptance of these Terms and successful payment (self-serve), or (b) a written order form signed by both parties (Enterprise). Each Order Confirmation forms part of these Terms and constitutes binding evidence of the commercial agreement. The Order Confirmation controls for the specific commercial terms it states; these Terms control for all other matters, including Sections 4 (Data Services; Use Restrictions), 5 (Prohibited Uses), 7 (Customer Content; AI Features; Conversation Data), 11 (Disclaimer of Warranties), 12 (Limitation of Liability), and 15 (Governing Law; Arbitration; Class Waiver).

1.6 Electronic contracting. You consent to transact electronically. An electronic Order Confirmation and your electronic acceptance of these Terms have the same force and effect as a written agreement signed by both parties.

1.7 Acknowledgments. Customer acknowledges that: (a) it is acting for business purposes and not as a consumer; (b) it had the opportunity to review these Terms, to ask questions, to seek independent advice, and to decline to use the Services before accepting; (c) the license to Customer Content and Conversation Data (Section 7), the disclaimer of warranties (Section 11), the limitation of liability (Section 12), the indemnification obligations (Section 13), and the dispute resolution, arbitration, and waiver provisions (Section 15) were expressly drawn to its attention before acceptance; and (d) these Terms are reasonable in a business-to-business context.

2. DEFINITIONS

Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

AI Output means content, analyses, summaries, scores, classifications, visualizations, or other output generated by artificial intelligence or natural language processing features of the Services.

Authorized User means an employee, consultant, or contractor of Customer authorized by Customer to access the Services on Customer's behalf under Customer's account.

Customer Content means all content, data, materials, files, prompts, queries, instructions, and other inputs submitted, uploaded, or transmitted to the Services by Customer or its Authorized Users, including Conversation Data but excluding AI Output.

Conversation Data means prompts, queries, instructions, dialogue, and related interaction content submitted to or generated through conversational or AI features of the Services by Customer or its Authorized Users, excluding AI Output.

Data Services means VIREC's proprietary information services, including licensed access to proprietary datasets, compilations, signals, analyses, and reports.

Documentation means user guides, technical references, and other materials VIREC makes available for the Services.

Limited Excerpts means, within a single internal deliverable, data relating to no more than one (1) individual record or five (5) comparable elements, in all cases representing less than one percent (1%) of any dataset accessed during the applicable billing period.

Permitted Business Purposes means Customer's legitimate internal business purposes consistent with these Terms and the applicable Order Confirmation, expressly excluding all Prohibited Uses.

Platform means VIREC's proprietary technology infrastructure used to deliver the Services.

Services means, collectively, the Platform, all accessible modules, the Data Services, application programming interfaces, the Documentation, and any related services VIREC provides.

Substantial Portion means any quantity of data exceeding Limited Excerpts, or any quantity that could reasonably be used to recreate, reverse engineer, derive, or compete with any VIREC dataset or the Services.

Territory means the United States and Canada. The Services are offered only to Customers located in the Territory, and access from outside the Territory is prohibited, including by Customer's own personnel located outside the Territory.

Usage Data means diagnostic, technical, telemetry, log, performance, and usage information generated from or relating to access to and use of the Services.

VIREC Confidential Information means all non-public information relating to the Services and the Platform, including datasets, algorithms, models, methodologies, data structures, source code, security measures, pricing, supplier and vendor identities, and product plans, whether or not marked confidential.

In these Terms, including means including without limitation; or is inclusive; headings are for convenience only; and the singular includes the plural.

3. THE SERVICES; ACCOUNTS; LICENSE

3.1 The Services. VIREC provides a proprietary platform delivering business information services, including data modules and a catalog of licensed data products, analytics and visualization, AI and natural language features, workflow and relationship management features, and, for eligible tiers, programmatic API access.

3.2 Modifications. VIREC may modify, update, add to, limit, suspend, or discontinue any part of the Services, the Data Services (including sources, coverage, fields, structure, methodologies, and refresh cadence), or any feature, at any time, with or without notice, without liability to Customer.

3.3 Beta features. Features identified as beta, preview, early access, or similar are provided AS IS, may be modified or withdrawn at any time, and are excluded from any obligation of VIREC under these Terms.

3.4 Third-party services. The Services depend on third-party providers, including for infrastructure, hosting, authentication, payment processing, artificial intelligence, analytics, communications, and security. The identities, products, configurations, and integrations of VIREC's providers are VIREC Confidential Information, and VIREC has no obligation to disclose them. Third-party services are governed by their providers' own terms, are provided AS IS and AS AVAILABLE, and VIREC disclaims all liability for their availability, performance, security, conduct, or failure. Any claim concerning a third-party service must be directed to the applicable provider. VIREC may replace, modify, or stop using any provider at any time without notice or liability.

3.5 Accounts. To access the Services, Customer must create an account with accurate, current, and complete information; maintain a single account; keep credentials confidential; not transfer the account; and promptly update account information. Customer is responsible for all activity under its account and by its Authorized Users, and must notify VIREC promptly, and in any event within twenty-four (24) hours, of any suspected unauthorized access. Customer will maintain reasonable security measures on its own systems, credentials, and access controls, and VIREC may request reasonable confirmation of those measures.

3.6 License grant. Subject to these Terms, the applicable Order Confirmation (if any), and payment of all applicable fees (if any), VIREC grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right, during the Term, for its Authorized Users to access and use the Services, including the Data Services, solely for internal Permitted Business Purposes within the Territory, in accordance with the tier, modules, seat counts, and usage limits in the applicable Order Confirmation or, for the Free Tier, as made available by VIREC in the Platform. All rights not expressly granted are reserved by VIREC and its licensors. No implied licenses are granted. This license ends automatically upon termination or expiration.

3.7 Seats. Access is licensed per Authorized User. Credentials may not be shared. If Customer enables access for more users than subscribed, VIREC may treat the excess as a subscription for additional seats and invoice Customer at then-prevailing rates for the remainder of the then-current term. Disclosure of credentials to any person who is not an Authorized User constitutes Customer's subscription, as of the date of disclosure, to the corresponding number of additional seats at then-prevailing rates.

3.8 Free Tier. VIREC may offer a free access tier (the Free Tier). The Free Tier is provided AS IS, with the features, modules, data access, and usage limits determined by VIREC in its sole discretion, which VIREC may modify, restrict, suspend, or terminate at any time, with or without notice, and without liability. The Free Tier is offered solely to eligible business users under Section 1.3, and all provisions of these Terms apply to Free Tier use, including Sections 4, 5, 7, 11, and 12. VIREC has no obligation to maintain any Free Tier feature, to provide any migration path, or to retain any data associated with a Free Tier account.

4. DATA SERVICES; USE RESTRICTIONS

4.1 Nature of the Data Services. The Data Services are proprietary compilations collected, organized, structured, and enriched by VIREC from public records, licensed third-party sources, and VIREC's own processing and methodologies. The Data Services are dynamic and may change at any time without notice. The jurisdictions and sources from which VIREC collects data, and the data elements available from them, may change at any time, and VIREC is obligated to deliver only the data it is commercially reasonably able to acquire from those jurisdictions and sources and that it is not precluded from licensing.

4.2 Informational only; no reliance. The Services, the Data Services, and all AI Output are provided for informational purposes only. They do not constitute legal, financial, investment, tax, appraisal, brokerage, or other professional advice, and VIREC assumes no duty of care or advisory responsibility to Customer or any third party. Customer is solely responsible for evaluating fitness for its intended use, independently verifying information before relying on it or acting on it, and for all decisions made using the Services.

4.3 Descriptive labels. Descriptions of any data as "verified," "curated," "enriched," or similar refer solely to VIREC's internal processing methods. They are not, and must not be relied upon as, a representation, warranty, or guarantee of accuracy, completeness, currency, or fitness, and Customer agrees not to rely on any such label as such.

4.4 Restrictions. Customer will not, and will not permit any Authorized User or third party to: (a) use the Data Services other than for Permitted Business Purposes; (b) redistribute, resell, sublicense, transfer, publish, post, display publicly, or otherwise make available the Data Services or any Substantial Portion of them; (c) copy, reproduce, bulk download, scrape, extract, or archive the Data Services except through export functionality under Section 4.6 or as Limited Excerpts under Section 4.7; (d) use the Services or Data Services to create, compile, develop, improve, or enable any competing database, dataset, product, or information service; (e) reverse engineer the Data Services or the metadata, structures, methodologies, or algorithms used to compile, organize, or present them; (f) remove, obscure, or alter any proprietary notice, attribution, or marking; (g) aggregate or combine the Data Services with third-party data in a manner that could enable re-identification of confidential sources or creation of a competing dataset; (h) extend access to Affiliates, contractors, or third parties not named in the applicable Order Confirmation without VIREC's prior written consent; (i) circumvent, disable, or interfere with technical protection measures, access controls, rate limits, or usage restrictions; (j) use the Services, the Data Services, or any AI Output to train, fine-tune, evaluate, benchmark, or improve any machine learning or artificial intelligence model without VIREC's prior written consent; or (k) use the Data Services or any exported data to create, enrich, onboard, or activate advertising or marketing audiences in any third-party advertising or data management platform.

4.5 No eligibility uses. The Services and the Data Services are not designed for, and Customer will not use them to determine any individual’s eligibility for credit, insurance, employment, housing, tenancy, healthcare, government licenses or benefits, or any similar eligibility purpose, or for any purpose for which such use is regulated.

4.6 Exports. Where the Services include export functionality, Customer may export Data Services made available for export, within the volume, module, and usage limits of the applicable Order Confirmation or, for the Free Tier, the limits VIREC sets in the Platform. Exported data remains part of the Data Services, is licensed and not sold, and remains subject to these Terms, including this Section 4 and Section 5. Customer may load exported data into its own internal systems, including internal customer relationship management systems, solely for internal use by its Authorized Users under reasonable access controls. Customer must not place exported data in any environment accessible to third parties, including any public repository, shared external workspace, or third-party artificial intelligence tool, and must not use exported data to populate, enhance, or verify any external database, product, or service. If VIREC notifies Customer, or publishes within the Platform, that specific records have been deleted, corrected, or suppressed, Customer will apply the same deletion, correction, or suppression to all exported data in its possession or control within ten (10) business days, and will not contact any individual flagged in the Data Services as suppressed or as having objected to being contacted. All exported data must be permanently deleted upon termination in accordance with Section 10.5.

4.7 Limited Excerpts. Customer may include Limited Excerpts in deliverables prepared for Customer's own clients and prospective clients in the ordinary course of Customer's business, and in internal deliverables, for Permitted Business Purposes, provided that: (a) each excerpt carries attribution to VIREC; (b) the excerpts are supportive of, and do not form a substantial part of, the deliverable; (c) the deliverable is not generally or commercially distributed, published, posted publicly, or made available online; and (d) the deliverable notes that the data is subject to VIREC's proprietary rights. Any use exceeding Limited Excerpts is a Substantial Portion and is prohibited.

4.8 Outreach. Customer may use contact information contained in the Data Services to communicate with property owners, businesses, and their representatives for Customer's own Permitted Business Purposes. Customer is solely responsible for its communications and for compliance with all laws applicable to them, including communication, marketing, consent, and do-not-contact requirements, including the suppression obligations in Section 4.6, and bears all liability arising from such communications as set out in Section 13.

4.9 Customer Materials. As between the parties, Customer owns the analyses, reports, models, and other work product it creates that incorporate exported data or Limited Excerpts, excluding the Data Services and any AI Output embedded in them, which remain the property of VIREC. Such work product remains subject to the restrictions of these Terms with respect to the embedded Data Services.

4.10 Usage verification. VIREC may monitor, log, and audit use of the Services to verify compliance with these Terms, and Customer will reasonably cooperate with any such verification. Customer will maintain reasonable records of exports and of deliverables containing Limited Excerpts during the Term and for two (2) years after termination or expiration, and will provide copies or extracts of those records to VIREC on reasonable request. This audit right survives for two (2) years after termination or expiration. If a verification reveals material noncompliance, Customer will reimburse VIREC's reasonable verification costs, in addition to any other remedy.

4.11 Violations. Any material violation, or attempted violation, of this Section 4 or Section 5 may result in immediate suspension or termination of access without refund, in addition to all other rights and remedies available to VIREC at law or in equity, including injunctive relief and damages. Fees continue to accrue during any suspension. Any person or entity that materially violates this Section 4 or Section 5 is precluded from enforcing, and covenants not to sue to enforce, any similar terms of use or terms of service of its own against VIREC or its Affiliates, licensors, suppliers, or service providers.

5. PROHIBITED USES

Customer will not, and will not permit any Authorized User or third party to, directly or indirectly:

(a) Unlawful use. Use the Services in violation of applicable law, or for any unlawful, fraudulent, deceptive, or malicious purpose.
(b) Rights violations. Infringe, misappropriate, or violate the intellectual property, privacy, publicity, or other rights of VIREC or any third party, or use the Services or any data obtained through them to harass, stalk, intimidate, or harm any individual.
(c) Reverse engineering. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or trade secrets of any part of the Services, except to the extent this restriction is prohibited by applicable law.
(d) Security circumvention. Circumvent, disable, or interfere with any security feature, authentication measure, access control, technical protection, rate limit, or monitoring or audit mechanism.
(e) Service disruption. Overload, damage, disrupt, or degrade the Services, including through denial-of-service attacks, excessive automated requests, or abusive usage patterns.
(f) Automated or systematic extraction. Access, query, scrape, harvest, or copy any portion of the Services through unauthorized automated means (including bots, scripts, crawlers, or scrapers) or through systematic manual processes designed to circumvent Limited Excerpts, rate limits, or other restrictions.
(g) Unauthorized access and sharing. Share, sell, rent, lend, or transfer credentials, or permit any person who is not an Authorized User to access the Services.
(h) Impersonation. Impersonate any person or entity, misrepresent an affiliation, or conceal or falsify identity, account ownership, or the source of activity.
(i) Malicious code. Upload, transmit, or introduce viruses, malware, or any other harmful code or routine.
(j) Competing offerings. Use the Services to create, develop, improve, or enable any competing product, service, database, or information offering, or otherwise replicate or substitute for the Services.
(k) Service bureau. Use the Services to provide services to third parties on a service bureau, timesharing, outsourcing, or similar basis, or to create or operate any data brokerage, directory, lookup, or API service for the benefit of third parties, except as expressly authorized in the applicable Order Confirmation.
(l) Unlawful data handling. Collect, store, disclose, or otherwise process personal information through the Services in a manner that violates applicable law, or re-identify or attempt to re-identify any individual or confidential source from the Data Services.
(m) AI and model training. Use the Services, the Data Services, or any output, including AI Output, to train, fine-tune, evaluate, benchmark, or improve any machine learning or artificial intelligence model, including large language models, without VIREC's prior written consent.
(n) Securities materials. Use the Services, the Data Services, or any AI Output, directly or indirectly, in any securities offering materials, registration statement, prospectus, or other filing with any securities regulator or other governmental authority.
(o) Other restricted conduct. Engage in, attempt, facilitate, or encourage any other use of the Services contrary to these Terms, the applicable Order Confirmation, or any policy incorporated by reference.

6. INTELLECTUAL PROPERTY

6.1 VIREC ownership. VIREC and its licensors retain all right, title, and interest in and to the Platform, the Services, the Data Services, the Documentation, and all related intellectual property, including all improvements, enhancements, and derivative works. Except for the limited rights expressly granted in Section 3.6, no rights are granted to Customer, and all rights are reserved. Access to or use of the Services conveys no ownership interest of any kind to Customer.

6.2 Usage Data. All Usage Data is and will be owned solely and exclusively by VIREC. To the extent any rights in Usage Data vest in Customer, Customer hereby assigns to VIREC all right, title, and interest in and to the Usage Data. VIREC may collect, use, maintain, and process Usage Data for any lawful purpose, including to provide, secure, support, and improve the Services, to develop products and services, for research and analytics, and to share derived analytics with third parties.

6.3 Aggregated and de-identified data. VIREC may create, use, and disclose data derived from the Services or from Customer Content that has been aggregated or de-identified so that it does not reasonably identify Customer or any individual, for any lawful purpose, without restriction and in perpetuity.

6.4 Feedback. Customer hereby assigns to VIREC all right, title, and interest, including all intellectual property rights, in and to any suggestions, ideas, or other feedback relating to the Services. VIREC may use feedback for any purpose without restriction, attribution, or compensation, and has no obligation to use it.

6.5 Trademarks. No right to use VIREC's trademarks, logos, trade names, or branding is granted except with VIREC's prior written consent. All goodwill from any permitted use inures exclusively to VIREC.

6.6 Display of Organization Name. While your account is active, you grant VIREC Intelligence Inc. a non-exclusive, worldwide, royalty-free license to display, in plain text with uniform typeface, weight, and color, the name of the organization associated with the email address you provided at account creation, and to state factually that professionals at that organization use the Platform, including in “used by” listings or banners on VIREC’s website and marketing materials, but excluding paid advertising placements on third-party platforms; this display is based solely on the email domain you submitted and does not use or claim any rights in any registered trademark, stylized mark, or logo of your organization. VIREC will not state or imply that your organization endorses, recommends, sponsors, or is affiliated with VIREC; all names, trade names, trademarks, and goodwill of your organization remain its exclusive property. You represent that you are authorized to consent, on your own behalf, to the display of your professional affiliation as described in this Section. You may withdraw this consent at any time, for any reason, by written notice to legal@virec.ca; VIREC will discontinue the display and remove your organization’s name from all actively distributed materials it controls within thirty (30) days, an obligation that survives account closure or termination of these Terms, except that VIREC is not required to modify printed or physical materials already distributed to third parties before the withdrawal notice was received.

7. CUSTOMER CONTENT; AI FEATURES; CONVERSATION DATA

7.1 You own your Customer Content. As between Customer and VIREC, Customer retains all ownership rights, title, and interest in and to Customer Content, including Conversation Data. Nothing in these Terms transfers ownership of Customer Content to VIREC. Ownership means title to the content; it does not mean exclusive use. The license in Section 7.2 is a permission to use Customer Content, not a transfer of ownership, and the ownership statement in this Section 7.1 and the license in Section 7.2 operate together without contradiction.

7.2 License to VIREC. Customer grants VIREC a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable (through multiple tiers), and transferable license to host, store, copy, reproduce, transmit, display, adapt, modify, process, analyze, create derivative works of, and otherwise use Customer Content, including Conversation Data: (a) to provide, operate, maintain, secure, support, and improve the Services; (b) to develop, train, fine-tune, evaluate, and improve artificial intelligence models, machine learning systems, and other VIREC products and services; (c) for VIREC's other lawful business and commercial purposes; and (d) to enforce these Terms and comply with applicable law. To the fullest extent permitted by applicable law, Customer waives, and will cause its Authorized Users to waive, all moral rights and rights of like nature in Customer Content in favor of VIREC and its sublicensees, to the extent necessary to exercise this license. This license survives termination of these Terms.

7.3 Customer responsibility. Customer represents and warrants that it has all rights, permissions, and consents necessary to submit Customer Content and to grant the license in Section 7.2, and that Customer Content and its use under these Terms do not violate applicable law or any third-party right. Customer will not submit sensitive personal information to the Services, including health information, biometric identifiers or biometric information, precise geolocation, government-issued identification numbers, or payment card data. Customer is responsible and accepts liability for its Customer Content.

7.4 Third-party AI processing. Customer Content, Conversation Data, and AI Output may be processed by third-party artificial intelligence providers acting as subprocessors of VIREC. Such processing is governed by those providers' own terms. VIREC does not control, and does not represent or warrant, the conduct, availability, security, or model behavior of any third-party AI provider, and VIREC disclaims all liability arising from the acts or omissions of third-party AI providers.

7.5 AI Output; no warranty. AI Output is generated by probabilistic, automated systems. AI Output is provided AS IS, may be inaccurate, incomplete, outdated, offensive, or similar to output delivered to other customers, is for informational purposes only, and is not professional advice. Customer must independently verify AI Output before relying on it or acting on it. VIREC disclaims all liability arising from use of or reliance on AI Output.

7.6 Ownership of AI Output. As between the parties, VIREC owns AI Output, excluding any Customer Content embedded in it. Customer may use AI Output internally for Permitted Business Purposes during the Term, subject to Sections 4 and 5, and may not redistribute, resell, publish, or create derivative works from AI Output, other than incorporating AI Output into Customer's internal work product under Section 4.9, except as expressly permitted by these Terms.

8. FEES; BILLING; TAXES

8.1 Fees. Customer will pay all fees stated in the applicable Order Confirmation. Fees are stated and payable in US dollars (USD) unless the Order Confirmation expressly states otherwise, and are payable in advance for each billing period. All amounts are payable in full without setoff, counterclaim, deduction, or withholding. Fees may include recurring subscription fees (including per-seat fees) and one-time fees for purchases of individual data products from VIREC's in-Platform catalog (Catalog Purchases). One-time Catalog Purchase fees are due in full at purchase and are non-refundable. Data products obtained through Catalog Purchases are licensed, not sold; access continues only during the Term and while Customer maintains an active account and the applicable subscription, and ends in accordance with Section 10.5. Recurring payments are charged automatically through VIREC's third-party payment processor using the payment method on file, and Customer authorizes those charges.

8.2 Automatic renewal; cancellation. Subscriptions renew automatically at the end of each billing period at then-current rates unless Customer cancels before the renewal date by written notice to support@virec.ca or through any cancellation mechanism VIREC makes available in the Platform. Cancellation takes effect at the end of the then-current billing period. Catalog Purchases do not renew.

8.3 Price changes. VIREC may change fees on at least thirty (30) days' written notice. New fees apply at the next renewal. If Customer does not accept a fee change, Customer may cancel before it takes effect.

8.4 No refunds. All fees are non-refundable except where expressly stated in these Terms or required by applicable law.

8.5 Late amounts. Amounts not paid when due bear interest at one and one half percent (1.5%) per month, or the maximum rate permitted by law if lower, from the due date until paid. Customer will reimburse VIREC's reasonable costs of collecting overdue amounts, including attorneys' fees and collection agency commissions.

8.6 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, goods and services, and similar taxes, duties, and levies, other than taxes on VIREC's net income. If VIREC is required to collect taxes, they will be added to the invoice. Customer will provide valid exemption documentation on request.

8.7 Currency. Unless the applicable Order Confirmation expressly states a different billing currency, any non-USD equivalent displayed in the Platform is informational only and is not binding. Customer bears all currency conversion costs, foreign exchange risk, and bank or processor charges associated with payment.

8.8 Non-payment. VIREC may suspend access immediately, or terminate these Terms, for non-payment, failed payment processing, or a refused or disputed charge. Suspension or termination does not relieve Customer of amounts owed, and fees continue to accrue during suspension.

8.9 Billing disputes. Customer must notify VIREC in writing of any billing dispute or discrepancy within sixty (60) days after the charge first appears. Disputes not raised within that period are waived to the fullest extent permitted by applicable law.

9. CONFIDENTIALITY

9.1 Obligations. Customer will: (a) hold VIREC Confidential Information in strict confidence; (b) use it only as necessary to use the Services under these Terms; (c) protect it with at least the degree of care it uses for its own confidential information, and no less than reasonable care; and (d) not disclose it to any third party except to Authorized Users and advisors with a need to know who are bound by written confidentiality obligations at least as protective as this Section.

9.2 Exceptions. These obligations do not apply to information Customer can demonstrate by written records: (a) is or becomes public without breach; (b) was lawfully known to Customer without confidentiality obligation before disclosure; (c) was independently developed without use of VIREC Confidential Information; or (d) was lawfully received from a third party without breach of any obligation.

9.3 Compelled disclosure. If Customer is legally compelled to disclose VIREC Confidential Information, Customer will, to the extent permitted, give VIREC prompt written notice so VIREC may seek protective measures, and will disclose only the minimum required.

9.4 Return and destruction. Upon termination or VIREC's written request, Customer will promptly return or securely destroy all VIREC Confidential Information in its possession or control, except copies retained under bona fide backup or legal retention practices, which remain subject to this Section.

9.5 Duration; injunctive relief. This Section survives termination for five (5) years, and for as long as any information remains a trade secret. Customer acknowledges that breach of this Section may cause irreparable harm for which damages are inadequate, and VIREC may seek injunctive and other equitable relief in addition to all other remedies.

9.6 Incident publicity. Unless required by applicable law, Customer will not make any public statement about, or notify any third party of, any actual or suspected security incident involving the Services without first coordinating the content and timing of the communication with VIREC. Customer may make confidential disclosures to its legal counsel, professional advisors, and insurers who are bound to confidentiality.

10. TERM; SUSPENSION; TERMINATION

10.1 Term. These Terms take effect when Customer first accepts them and continue until terminated (the Term). Each subscription runs for the period stated in the applicable Order Confirmation and renews under Section 8.2.

10.2 Termination by Customer. Customer may terminate at any time by written notice to support@virec.ca, effective at the end of the then-current billing period. No refunds are issued for any remaining prepaid period or for any Catalog Purchase except as required by law.

10.3 Suspension by VIREC. VIREC may suspend or restrict access to all or part of the Services at any time, with or without notice, and without liability: (a) for maintenance; (b) to address security, integrity, or availability concerns; (c) if VIREC suspects a violation of these Terms or unauthorized access; (d) to comply with applicable law or a lawful request; or (e) for non-payment. Fees continue to accrue during any suspension, and VIREC has no obligation to provide notice or to restore access within any particular time.

10.4 Termination by VIREC. VIREC may terminate these Terms or any subscription: (a) immediately and without notice upon any violation of Section 4, 5, or 9, or any other material breach by Customer; (b) immediately if Customer becomes insolvent or subject to bankruptcy or similar proceedings; or (c) for convenience on thirty (30) days' written notice, in which case VIREC will refund the prorated unused portion of any prepaid fees as Customer's sole and exclusive remedy for such termination. If VIREC terminates under clause (a), all fees for the remainder of the then-current subscription term become immediately due and payable, in addition to all other remedies.

10.5 Effect of termination. Upon termination or expiration: (a) all rights and licenses granted to Customer end immediately; (b) Customer will immediately cease all use of the Services and the Data Services; (c) Customer will, within ten (10) days, permanently delete or destroy all Data Services in its possession or control, including all exported data, except Limited Excerpts incorporated into deliverables in compliance with these Terms and copies retained solely under bona fide backup or legal retention practices, which remain subject to these Terms and may not be used, and Customer will certify that deletion in writing on VIREC's request; (d) all accrued and unpaid fees become immediately due; and (e) VIREC has no further obligation to provide the Services.

10.6 Survival. Sections 2, 4 (as to surviving restrictions), 5, 6, 7, 8 (as to accrued amounts), 9, 10.5, 10.6, 11, 12, 13, 14, 15, and 16 survive termination or expiration.

11. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, THE PLATFORM, THE DATA SERVICES, THE DOCUMENTATION, ALL AI OUTPUT, AND ALL OTHER INFORMATION MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED AS IS AND AS AVAILABLE, WITH ALL FAULTS, AND WITHOUT WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, OR ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, VIREC DOES NOT REPRESENT OR WARRANT THAT: (A) THE DATA SERVICES, ANY SIGNALS OR SCORES, ANY AI OUTPUT, OR ANY OTHER INFORMATION WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, OR ERROR-FREE; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR SECURE; (C) RESULTS WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS; (D) ERRORS WILL BE CORRECTED; OR (E) THE SERVICES WILL BE COMPATIBLE WITH ANY PARTICULAR ENVIRONMENT. DESCRIPTIONS OF DATA AS VERIFIED, CURATED, ENRICHED, OR SIMILAR ARE NOT WARRANTIES, AND CUSTOMER AGREES NOT TO RELY ON THE DATA SERVICES OR ANY AI OUTPUT WITHOUT INDEPENDENT VERIFICATION. THE DATA SERVICES ARE COMPILED FROM VARIED SOURCES, AND VIREC DOES NOT WARRANT ANY THIRD-PARTY DATA INCORPORATED IN THEM. NO ORAL OR WRITTEN INFORMATION OR ADVICE FROM VIREC CREATES ANY WARRANTY. CUSTOMER'S USE OF THE SERVICES IS AT ITS SOLE RISK. VIREC'S AFFILIATES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THIS SECTION 11 AND OF SECTION 12.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VIREC OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, OR SERVICE PROVIDERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, SAVINGS, BUSINESS, OPPORTUNITY, OR GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL CUMULATIVE LIABILITY OF VIREC AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO VIREC IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (B) ONE HUNDRED US DOLLARS (USD 100). TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER WAIVES AND RELEASES VIREC AND THE PERSONS LISTED ABOVE FROM ALL CLAIMS EXCEEDING THE LIMITATIONS OF THIS SECTION 12. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY INDEPENDENTLY OF ONE ANOTHER, AND APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

VIREC IS NOT LIABLE FOR ANY BUSINESS, INVESTMENT, OR OTHER DECISION MADE BY CUSTOMER BASED ON THE SERVICES, THE DATA SERVICES, OR ANY AI OUTPUT. NOTHING IN THIS SECTION LIMITS CUSTOMER'S PAYMENT OBLIGATIONS OR CUSTOMER'S LIABILITY FOR BREACH OF SECTION 4, 5, 7.3, OR 9 OR UNDER SECTION 13. THE PARTIES AGREE THAT THIS SECTION 12 AND SECTION 11 ALLOCATE RISK BETWEEN THEM, FORM AN ESSENTIAL BASIS OF THE BARGAIN, AND ARE REFLECTED IN THE PRICING OF THE SERVICES.

13. INDEMNIFICATION

To the fullest extent permitted by law, Customer will defend, indemnify, and hold harmless VIREC and its Affiliates and their respective officers, directors, employees, agents, licensors, suppliers, and service providers from and against all claims, demands, actions, damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) Customer's or any Authorized User's use or misuse of the Services, the Data Services, or any AI Output; (b) Customer Content; (c) Customer's breach of these Terms; (d) Customer's violation of applicable law or of any third-party right; (e) any communication with, or action toward, any individual or entity identified through the Services; or (f) Customer's use of any third-party service; except, in each case, to the extent a claim is finally adjudicated to have resulted solely from VIREC's fraud or willful misconduct. Customer will also bear all costs of notification, remediation, and credit monitoring arising from any security incident caused by Customer's breach of these Terms or by compromise of Customer-side systems or credentials. VIREC may assume the exclusive defense and control of any matter subject to indemnification, at Customer's expense, and Customer will not settle any such matter without VIREC's prior written consent.

14. CLAIMS OF COPYRIGHT INFRINGEMENT

If you believe content available through the Services infringes your copyright, send a written notice to VIREC's designated copyright contact: Attn: Legal, Copyright Notices, VIREC Intelligence Inc., 1250 Boul. Rene-Levesque O, Suite 2200, Montreal, Quebec H3B 4W8, Canada, or legal@virec.ca. Your notice must include: (a) a physical or electronic signature of a person authorized to act for the copyright owner; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material claimed to be infringing and information reasonably sufficient to locate it; (d) your contact information; (e) a statement of your good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that you are, or are authorized to act for, the copyright owner. VIREC may remove or disable access to material it believes infringing and may terminate the accounts of repeat infringers at its sole discretion.

15. GOVERNING LAW; ARBITRATION; CLASS WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AND WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS.

15.1 Governing law. These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or the Services (each, a Dispute) are governed by: (a) for Customers whose principal place of business is in Canada (each, a Canadian Customer), the laws of the Province of Quebec and the federal laws of Canada applicable in Quebec; and (b) for all other Customers, the laws of the State of Delaware; in each case excluding conflict of laws rules. Customer's principal place of business is determined from the applicable Order Confirmation or, if none, from the account information Customer provides.

15.2 Informal resolution. Before initiating arbitration, the party raising a Dispute must give the other party written notice describing the Dispute and the relief sought. The notice must be individualized to the named party and personally signed by the party raising the Dispute. The parties will attempt in good faith to resolve the Dispute for thirty (30) days from the notice.

15.3 Binding individual arbitration. Except as provided in Section 15.5, all Disputes will be resolved exclusively by final, binding arbitration administered by the American Arbitration Association, including through its International Centre for Dispute Resolution where applicable, under its applicable commercial arbitration rules, before a single arbitrator, conducted in English or, for a Canadian Customer, in French at that Customer's request. The seat (legal place) of arbitration is Montreal, Quebec for Canadian Customers and Wilmington, Delaware for all other Customers. This arbitration agreement is governed by the arbitration law in force at the seat. The arbitrator has exclusive authority to resolve disputes about the interpretation, applicability, or enforceability of this arbitration agreement, and may award only the relief permitted by these Terms, subject to Sections 11 and 12. Judgment on the award may be entered in any court of competent jurisdiction. The arbitration, including its existence, all submissions, and the award, is confidential except as needed to enforce the award or comply with law.

15.4 Class action and jury trial waiver. ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY REPRESENTATIVE PROCEEDING. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY. THIS SECTION APPLIES TO ALL CUSTOMERS, WHETHER ENTITIES OR INDIVIDUALS. IF THIS CLASS ACTION WAIVER IS HELD UNENFORCEABLE AS TO A PARTICULAR DISPUTE, THEN THE AGREEMENT TO ARBITRATE IN SECTION 15.3 DOES NOT APPLY TO THAT DISPUTE, WHICH MUST PROCEED ON AN INDIVIDUAL BASIS IN THE COURTS IDENTIFIED IN SECTION 15.7, AND THIS SENTENCE PREVAILS OVER SECTION 16.4. VIREC'S AFFILIATES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THIS SECTION 15.

15.5 Exceptions. Notwithstanding Section 15.3: (a) either party may bring an individual claim that qualifies in small claims court; (b) either party may seek injunctive or other equitable relief in the courts identified in Section 15.7 to protect its intellectual property, confidential information, data, or security, including to prevent scraping, reverse engineering, or misuse of the Data Services; and (c) VIREC may bring an action in those courts to collect unpaid fees. No such action waives the obligation to arbitrate all other Disputes.

15.6 Coordinated filings. If twenty-five (25) or more arbitration demands raising similar Disputes are filed by or with the assistance of coordinated counsel, the parties agree the demands will be resolved in staged proceedings: ten (10) demands selected jointly will proceed first as bellwethers, and all other demands will be tolled and held in abeyance pending their resolution and a subsequent good-faith settlement conference. Applicable limitation periods, including Section 15.9, are tolled for any demand while it is held in abeyance under this Section. A court of competent jurisdiction may enforce this Section 15.6.

15.7 Venue for non-arbitrable matters. For matters excepted from arbitration under Section 15.5, the parties irrevocably submit to the exclusive jurisdiction and venue of the courts located in Montreal, Quebec (for Canadian Customers) or the state and federal courts located in Wilmington, Delaware (for all other Customers), and waive any objection based on venue or inconvenient forum.

15.8 Arbitration opt-out. Customer may opt out of Sections 15.3 through 15.6 by emailing legal@virec.ca with the subject line Arbitration Opt-Out within thirty (30) days of first accepting these Terms, identifying the Customer account. Opting out does not affect any other provision of these Terms.

15.9 Time limit on claims. To the fullest extent permitted by applicable law, any Dispute must be initiated within one (1) year after the events giving rise to it first occurred, or it is permanently barred.

16. GENERAL

16.1 Changes to these Terms. VIREC may update these Terms from time to time. Updated Terms will be posted in the Platform or provided by reasonable notice (including email or in-app notice) and take effect on the date stated or upon posting. Changes materially affecting Section 7 or Section 15 will be notified by email or prominent in-app notice, and changes to Section 15 do not apply to any Dispute of which VIREC received written notice before the effective date of the change. Customer's continued use of the Services after the effective date constitutes acceptance of the updated Terms. If Customer does not agree, Customer must stop using the Services and may terminate under Section 10.2.

16.2 Assignment. Customer may not assign or transfer these Terms, in whole or in part, without VIREC's prior written consent, and any attempted assignment in violation of this Section is void. VIREC may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.

16.3 Entire agreement. These Terms, together with the applicable Order Confirmation and any policies expressly incorporated by reference, are the entire agreement between the parties regarding their subject matter and supersede all prior or contemporaneous agreements, proposals, and understandings, written or oral.

16.4 Severability. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permitted, or reformed to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force.

16.5 No waiver. VIREC's failure to enforce any provision is not a waiver, and VIREC may enforce or decline to enforce any provision in its discretion without creating any obligation or expectation.

16.6 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, civil unrest, government action, and failures of telecommunications, internet, or power, provided the affected party uses commercially reasonable efforts to mitigate.

16.7 Trade compliance. Customer will comply with all applicable export control, import, and economic sanctions laws in its use of the Services, and represents that neither Customer nor any person accessing the Services on its behalf is identified on any government list of sanctioned, restricted, or prohibited parties, or located in any comprehensively sanctioned or embargoed country or territory.

16.8 Notices. Notices to VIREC must be in writing, by email to legal@virec.ca or by mail to VIREC Intelligence Inc., 1250 Boul. Rene-Levesque O, Suite 2200, Montreal, Quebec H3B 4W8, Canada. Notices to Customer may be given by email to the address associated with the account, by in-app notice, or by posting in the Platform.

16.9 Relationship; no third-party beneficiaries. The parties are independent contractors. There are no third-party beneficiaries of these Terms except as expressly stated in Sections 11, 12, 13, and 15.

16.10 Language availability of the offerings. VIREC’s offerings, including the Platform interface, the Documentation, and related materials, are made available in English and in French. Customer may request any component of the offerings in another language by written email to support@virec.ca, and VIREC will use commercially reasonable efforts to make it available in the requested language following the written request. This Section does not create any service level, deadline, warranty, or other performance obligation, and VIREC may provide machine-assisted translations, which are provided for convenience only.

16.11 Language of the agreement. These Terms and the Privacy and Cookie Policy are made available in English and in French. Customer acknowledges that the French version was offered to it before it expressed its consent to be bound, and Customer expressly agrees to be bound by the version in the language it selects. Where Customer selects the English version, Customer confirms its express wish that these Terms, the Privacy and Cookie Policy, and all related documents be drawn up in English. In case of divergence between the versions, the French version prevails for Canadian Customers and the English version prevails for all other Customers. Translations into any other language are provided for convenience only and have no legal effect. Le Client reconnaît que la version française des présentes Conditions et de la Politique de confidentialité et relative aux témoins lui a été offerte avant qu’il n’exprime son consentement à y être lié, et les parties confirment leur volonté expresse que ces documents soient rédigés en français et en anglais.

16.12 Contact. VIREC Intelligence Inc., doing business as VIREC, 1250 Boul. Rene-Levesque O, Suite 2200, Montreal, Quebec H3B 4W8, Canada. Support: support@virec.ca. Legal: legal@virec.ca.