Terms and Conditions

Capitalized terms used but not otherwise defined have the following meanings:

Account Data: means information about Customer’s business provided to Bitbrains to create and administer the account (e.g., billing details, business contact information, account settings). Bitbrains acts as the Data Controller for Account Data.

Affiliate: an entity that Controls, is Controlled by, or is under common Control with a party. “Control” means ownership of more than fifty percent (50%) of the voting power.

Agreement: this Master Services Agreement together with all Order Forms and Schedules.

Carrier: a third-party telecommunications provider, aggregator, messaging platform or network operator used by Bitbrains in providing the Services.

Confidential Information: non-public information (in any form) disclosed by a party that (i) is designated confidential, or (ii) a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including Customer Data. Confidential Information does not include information that is or becomes public without breach of this Agreement.

Customer Data: Customer Data means, collectively, Account Data and End-User Data, excluding Aggregated Data and Derived Data.

Documentation: technical and user documentation provided by Bitbrains and made available online or in the Order Form.

End-User: any individual or entity that interacts with Customer through the Services, including but not limited to Customer’s clients, customers, or vehicle owners who utilize the hosted booking page, receive SMS or voice communications, or otherwise interact with Customer via the Bitbrains platform.

End-User Data: means any Personal Information, communications, voice recordings, or other materials submitted by or relating to Customer’s End-Users processed through the Services. Bitbrains acts exclusively as the Data Processor for End-User Data.

Order Form: a written or electronic ordering document referencing this Agreement that sets forth the Services, fees, Subscription Term and ordering details.

Personal Information: information about an identifiable individual as defined by applicable Canadian federal and provincial privacy laws (including PIPEDA and Québec’s Law 25, as applicable).

Security Incident: any confirmed unauthorized access to, acquisition of, disclosure of, alteration of, or destruction of Personal Information in Bitbrains’ custody or control. For the avoidance of doubt, unsuccessful attempts or activities that do not compromise the security of Personal Information (such as pings, port scans, or denial of service attacks) do not constitute a Security Incident.

Services: the SaaS products, platform, software, features, support and related services provided by Bitbrains as specified in one or more Order Forms.

Subscription Term: the initial term and any renewal terms in the applicable Order Form.

SCCs: EU Standard Contractual Clauses or other equivalent contractual safeguards where required for cross-border transfers.

Material Feature: means a core software functionality expressly identified in the applicable Order Form. Bitbrains reserves the right to update Documentation and non-material features at its sole discretion without notice.

Commercial Customer / Commercial Party: an entity contracting for the Services predominantly for business/commercial purposes (not a consumer).

Service Outage / Downtime: as defined in Schedule B.

Interpretation of Incorporated Documents: All incorporated Schedules, End-User templates, and policies (including the AUP, SLA, DPA, and Privacy Policy) shall utilize the defined terms set forth in this Section 1 unless otherwise explicitly specified in that document.

Other terms take the meaning given where they appear. Headings are for convenience and do not affect interpretation.

If there is any conflict between documents, the order of precedence shall be:

1. The applicable Order Form;
2. This Master Services Agreement (MSA);
3. Schedule A (Data Processing Addendum);
4. Schedule B (Service Level Agreement);
5. Schedule C (Acceptable Use Policy) and other incorporated policies.

Where local mandatory law applicable to a particular Customer (for example Québec consumer protections or other provincial mandatory rules) prescribes different terms, such mandatory local law will govern to the extent required.

3.1 Business Use Representation

Customer represents and warrants that, unless the Order Form states otherwise, it is acquiring the Services for its internal business operations and not for personal, family or household use. The Services are currently not available to, and Bitbrains does not onboard, Customers whose principal place of business or establishment is in the Province of Québec. By executing an Order Form or accessing the Services, Customer represents and warrants that it is not established in, and will not primarily operate the Services from, Québec.

3.2 Authority

The individual accepting or executing this Agreement on Customer’s behalf represents and warrants that they have authority to bind Customer to this Agreement.

3.3 Consumer Protections

To the extent that mandatory consumer protection laws apply to Customer, those laws shall prevail over any conflicting provisions in this Agreement (including arbitration or class action waiver provisions where prohibited).

4.1 License Grant

Subject to Customer’s timely payment of Fees and compliance with this Agreement, Bitbrains grants Customer a limited, non-exclusive, non-transferable (except as expressly permitted), non-sublicensable right to access and use the Services during the Subscription Term solely for Customer’s internal business operations in accordance with Documentation.

Customer shall not: (a) reverse engineer, decompile, or attempt to derive the software source code except as permitted by law; (b) resell, sublicense, or make the Services available to third parties except as expressly allowed in the Order Form for authorized users; (c) use the Services to develop a competing product; (d) publish benchmarking or performance results without Bitbrains’ prior written consent; or (e) access the Services for competitive analysis; (f) Customer shall not attempt to analyze, benchmark, reverse engineer, or otherwise derive the underlying logic, structure, or operation of any automated insights, recommendation systems, analytics models, or machine learning functionality included in the Services for the purpose of developing or improving a competing product or service. Customer will not use the Services or any outputs generated by the Services to train, develop, or validate competing analytics systems, artificial intelligence models, or automated decision tools that substantially replicate the functionality of the Services.

4.2 Carrier Dependency; Non-Carrier Status

Customer acknowledges Bitbrains is not a telecommunications or common carrier and that Services depend on third-party carriers and networks. Delivery, routing, filtering, blocking, and timeliness of messages are outside Bitbrains’ control. Messages may be filtered, delayed, blocked, or rejected by carriers or recipient devices. Bitbrains does not guarantee message delivery, routing, or timing, and shall not be liable for any damages arising from undelivered or delayed communications or Carrier acts or omissions, except to the extent directly caused by Bitbrains’ breach of this Agreement.

4.2.1 Call Forwarding and Third-Party Telecommunications Fees

If Customer elects to forward calls from an existing business telephone line to numbers provided by Bitbrains for the purpose of utilizing interactive voice response (IVR) or call routing features, Customer is solely responsible for configuring such forwarding with their existing telecommunications provider. Customer is strictly responsible for all third-party fees, long-distance tolls, pay-per-use charges, or call forwarding surcharges assessed by their existing carrier. Bitbrains assumes absolutely no liability for any third-party telecommunications bills, usage limits, or overages incurred by the Customer.

4.3 Modifications to Services

Bitbrains may enhance or modify the Services. During an active paid Subscription Term, Bitbrains will not materially reduce Material Features expressly set out in the applicable Order Form. If Bitbrains discontinues or materially changes a Material Feature during an active Subscription Term and such discontinuation materially and adversely impacts Customer’s ability to use the Services as set out in the Order Form, Customer may terminate the affected Service upon written notice and receive a prorated refund of any prepaid unused fees for the affected Service.

4.4 Suspension; Emergency Suspension; Appeal

Bitbrains may suspend or restrict Customer’s access to the Services immediately and without prior notice if reasonably necessary for: nonpayment, suspected fraud or criminal activity, imminent harm to the Service or third parties, legal/Carrier orders, or violations of the Acceptable Use Policy. Any suspension will be proportionate and executed to protect platform integrity. Customer will remain responsible only for accrued Fees unless otherwise agreed in writing. Where a suspension is implemented, Customer’s access to the Services will be entirely revoked, and Bitbrains will not provide any read-only access to the platform. Bitbrains has no obligation to provide standard exported files or manual data extracts during a suspension period. In accordance with Section 9.9, Bitbrains will not fulfill requests for manual data exports or discretionary data access during a suspension period under any circumstances.

4.5 Onboarding and Canadian Carrier Provisioning

Customer acknowledges that the Services are intended strictly for use within Canada. Sending SMS or voice communications to Canadian numbers requires provisioning, network approval, and ongoing compliance with Canadian telecommunications carriers and Canadian Wireless Telecommunications Association (CWTA) guidelines. While Bitbrains provisions access to the platform immediately upon subscription, actual message delivery capabilities are subject to third-party carrier approval timelines. Subscription fees apply to platform access and are non-refundable regardless of carrier provisioning delays, network filtering, or the rejection of Customer’s sender profile by Canadian telecom networks.

4.6 Platform Role and Non-Involvement

Bitbrains provides a technology platform that enables Customers to publish service information, accept booking requests, and communicate with their End-Users.

Bitbrains is not a party to any agreement, contract, or transaction formed between Customer and its End-Users. Any booking made through the Services constitutes an agreement solely between the Customer and the End-User.

Bitbrains does not provide, supervise, or control the services offered by Customers and makes no representations or warranties regarding the availability, quality, safety, legality, accuracy, or reliability of services advertised or provided by Customers.

Bitbrains does not act as an agent, broker, marketplace operator, or service provider in relation to Customer services.

4.7 Hosted Pages

Customers may create booking pages hosted under domains operated by Bitbrains.

Customers are solely responsible for all content published on these pages, including service descriptions, pricing, availability, licensing compliance, advertising claims, and intellectual property rights. Bitbrains does not verify or endorse Customer content.

Hosted pages are created and managed by Customers using the Services. Bitbrains does not operate a marketplace, directory, or listing service for businesses and does not promote, recommend, or rank Customer businesses. The presence of a hosted page on a Bitbrains domain does not constitute endorsement, verification, or approval of the Customer or its services.

Customer is solely responsible for responding to end user inquiries, complaints, refund requests, or disputes relating to services listed on hosted pages. Bitbrains is not a party to End-User disputes. Bitbrains has no obligation to manually forward, track, or resolve End-User inquiries or complaints. Bitbrains may, at its sole discretion, provide an automated response directing the End-User to contact the Customer directly.

Bitbrains may suspend, disable, or remove any hosted page or domain where Bitbrains reasonably believes that the page: violates applicable law; infringes intellectual property rights; promotes fraudulent or deceptive practices; or poses security or reputational risks to the Services.

Bitbrains may take such action without prior notice where necessary to protect users, telecommunications networks, or the integrity of the platform.

4.8 Automated Service Insights and Platform Functionality

The Services may include automated platform functionality designed to assist Customers in managing their services and interactions with End-Users. These features may generate automated service insights, maintenance suggestions, follow-up reminders, service feedback prompts, or contextual recommendations displayed within the platform interface used by Customers or End-Users.

Customer authorizes Bitbrains to process Customer Data as reasonably necessary to operate these automated features as part of the Services. Such processing is performed by Bitbrains solely as a service provider acting on behalf of the Customer and in accordance with the documented instructions contained in this Agreement and applicable Order Forms.

Bitbrains will not independently contact End-Users outside the platform interface or use Customer Personal Information for independent marketing purposes without Customer authorization.

4.9 Platform Analytics and Automated Functionality

Customer acknowledges that the Services include platform-level analytics, automated insights, and recommendation functionality designed to assist Customers in managing their services and interactions with End-Users.

These capabilities may include, without limitation:

• Automated service insights;
• Maintenance suggestions;
• Follow-up reminders;
• Feedback prompts;
• Contextual service recommendations; and
• Operational analytics related to service requests.

Such automated processing forms part of the core functionality of the Services and may operate automatically within the platform interfaces used by Customers and End-Users.

Customer authorizes Bitbrains to process Customer Data as reasonably necessary to operate these platform features in connection with the Services.

Nothing in this section authorizes Bitbrains to independently contact End-Users outside the platform interface or to use Customer Personal Information for unrelated marketing purposes.

4.10 Ecosystem Integrations and Recommendations

The Services may include integrations, informational references, or recommendations relating to third-party products, services, suppliers, or partners that may assist Customers or End-Users in managing service needs.

Such references may be generated through automated analytics, platform insights, or informational resources available within the Services.

Unless expressly stated otherwise in an applicable Order Form or integration agreement:

• Bitbrains does not act as an agent, reseller, distributor, broker, or marketplace operator for third-party products or services;
• Bitbrains does not guarantee the quality, availability, safety, or suitability of any third-party product or service;
• Any transaction for products or services offered by third parties occurs solely between the Customer (or End-User) and the relevant third party.

Bitbrains may receive compensation, referral fees, or other commercial benefits from certain ecosystem partners in connection with integrations or recommendations presented within the Services, provided that such arrangements do not alter the responsibilities of Customers under this Agreement.

4.11 Marketplace and Transaction Enablement

Bitbrains may from time to time introduce features within the Services that allow Customers or End-Users to discover, evaluate, or purchase products or services offered by third parties, including service providers, suppliers, or ecosystem partners.

Such features may include booking integrations, supplier catalogues, product recommendations, referral links, or other transaction facilitation tools.

Unless expressly stated otherwise in an applicable Order Form or partner agreement:

• Bitbrains is not the seller, distributor, or service provider for third-party products or services;
• Any purchase, booking, or service agreement occurs solely between the Customer (or End-User) and the relevant third-party provider; and
• Bitbrains does not assume responsibility for the quality, safety, legality, or fulfillment of third-party products or services.

Bitbrains may receive transaction fees, referral commissions, or other compensation in connection with marketplace or ecosystem transactions facilitated through the Services. Any such compensation does not alter the relationship between Customers and End-Users and does not make Bitbrains a party to the underlying transaction unless expressly stated in a separate written agreement.

4.11(a) Non-Broker and Non-Dealer Status

Bitbrains provides a technology platform that may enable Customers and End-Users to discover, evaluate, or interact with third-party products, services, or suppliers. Bitbrains does not act as a broker, dealer, reseller, distributor, or agent for any third-party product or service unless expressly stated in a separate written agreement.

Bitbrains does not take possession of goods, does not control pricing or inventory of third-party products or services, and does not act as the merchant or supplier of record. Any purchase, booking, or service arrangement occurs directly between the Customer (or End-User) and the applicable third-party provider.

Bitbrains’ role is limited to providing technology tools that facilitate discovery, communication, or transaction coordination between participants in the platform ecosystem.

4.12 Artificial Intelligence and Voice Synthesis Features

The Services may include artificial intelligence (“AI”) features, including chat assistants and voice synthesis tools (e.g., ElevenLabs). Customer acknowledges that AI features use probabilistic models and may generate inaccurate, inappropriate, or unintended outputs (“Hallucinations”). Bitbrains provides these features “AS IS” and disclaims all liability for the accuracy, reliability, or legal compliance of AI outputs.

Customer is solely responsible for: (i) reviewing and verifying all automated communications before or during use; (ii) obtaining explicit, verifiable consent from End-Users prior to capturing voice recordings or interacting via synthetic voice; and (iii) ensuring AI features are not used to provide binding professional, medical, or legal advice. Customer indemnifies Bitbrains against any third-party claims arising from Customer’s reliance on AI outputs or deployment of AI-generated communications. Bitbrains’ liability regarding AI features will be strictly limited to gross negligence or willful misconduct in the delivery of the feature itself. Identifiable End-User Data and voice recordings will not be used to train foundational AI models without explicit Customer consent. Customer is solely responsible for complying with all applicable wiretapping and telecommunications recording laws (including single-party or two-party consent requirements) prior to utilizing AI voice features. Bitbrains shall not be liable for any business interruption, loss of appointments, or reputational damage resulting from inaccuracies in AI-generated outputs.

4.13 Beta Services

From time to time, Bitbrains may invite you to try pre-release or beta features that are in development, such as future marketplace integrations (“Beta Services”). Beta Services are provided “AS IS” without warranties and may be discontinued at any time in Bitbrains’ sole discretion. Unless Bitbrains explicitly designates a Beta Service as ‘Confidential’ in writing prior to granting access, Customer is not subject to confidentiality restrictions regarding their use of standard platform Beta Services. For any Beta Service explicitly designated as Confidential, Customer agrees not to make any public statements or disclose their participation without Bitbrains’ prior written consent.

5.1 Customer Ownership of Content & Compliance

Customer is solely responsible for its use of the Services and for ensuring compliance with all applicable laws and rules, including CASL, privacy laws, telecommunications laws, export controls, sanctions, and anti-corruption laws.

Customer represents and warrants that: (a) it controls the content and recipients of messages and is responsible for their legality and accuracy; (b) it has obtained and will maintain valid express or implied consent (as required) under CASL for any Commercial Electronic Messages (“CEMs”) and will maintain auditable records of such consent; (c) all communications will include compliant identification information and unsubscribe mechanisms and Customer will honor opt outs within applicable statutory timelines; and (d) it will not use purchased, scraped or otherwise harvested lists, transmit unlawful or deceptive content, distribute malware, or otherwise violate Carrier policies.

5.2 Customer is Sender

Unless otherwise mutually agreed in writing, Customer will be considered the sender of any CEM for the purposes of CASL and other applicable laws.

5.3 Assistance and Logs

Customer is solely responsible for utilizing the self-serve dashboard to view and manually retrieve logs needed to comply with laws (including CASL) and respond to End-User rights requests. Any request for manual assistance with data extraction is governed strictly by the limitations and fees set forth in Section 9.9. Customer agrees that the burden of proof for consent remains entirely with the Customer.

5.4 Suspension for Non-Compliance

Bitbrains may suspend or terminate Services for material or repeated violations of CASL, privacy laws, or the AUP. Customer will indemnify Bitbrains for fines, penalties or damages arising from Customer’s breach of CASL obligations, except to the extent caused by Bitbrains’ gross negligence or willful misconduct.

5.5 Consent Recordkeeping

Customers must maintain verifiable records of End-User consent for all communications sent using the Services. These records must include:

• Date and time consent was obtained
• Method of consent
• Contact information used
• Type of messages authorized

Customers must retain consent records for at least three (3) years and provide them upon request for regulatory or carrier investigations.

5.6 Intellectual Property Responsibility

Customer represents and warrants that all trademarks, logos, business names, images, and other content displayed on hosted pages are owned by Customer or used with appropriate authorization.

Customer agrees to indemnify Bitbrains against any claims arising from alleged intellectual property infringement relating to hosted page content.

5.7 Notice and Takedown Procedure

If Bitbrains receives a complaint alleging that Customer Content or hosted page content violates applicable law or third-party rights, Bitbrains may temporarily disable the relevant content while investigating the complaint.

Bitbrains will notify the Customer and provide a reasonable opportunity to respond unless immediate action is required to prevent harm, fraud, or legal liability.

6.1 Fees, Usage, & Payment

Customer will pay the subscription fees, usage-based fees, Carrier surcharges, pass-through costs, and applicable taxes set out in the Order Form. Usage-based fees include, but are not limited to, per-minute charges for inbound and outbound calls utilizing telephone numbers provisioned by Bitbrains. All applicable per-minute rates and usage metrics will be set forth in the applicable Order Form or checkout portal. Payments are due as specified in the Order Form. Late payments may incur interest at 1.5% per month or the highest rate permitted by law, whichever is lower. Fees are non-refundable except as expressly provided in this Agreement.

6.2 Billing Disputes

Customer must raise any billing or usage disputes in writing within fifteen (15) days of the invoice date. Failure to dispute an invoice within this strict fifteen (15) day window constitutes an irrevocable waiver of Customer’s right to dispute the charges. Undisputed amounts remain payable. Bitbrains will review valid, timely billing disputes and issue a final, binding determination via email within thirty (30) days of receiving written notice. Bitbrains is not obligated to engage in manual negotiations or continuous correspondence regarding resolved disputes.

6.3 Automatic Renewal; Price Changes

Unless otherwise set out in the applicable Order Form, subscriptions automatically renew for successive terms equal to the initial Subscription Term. Customers may elect not to renew their subscription at any time strictly prior to their upcoming renewal date exclusively by utilizing the cancellation function within their self-serve billing dashboard. Cancellations take effect at the end of the current Subscription Term. If Customer fails to complete the cancellation process prior to the exact renewal date and time, the subscription will automatically renew, the applicable Fees will be charged to the payment method on file, and absolutely no refunds or credits will be provided for the renewed term. For Bitbrains to initiate a non-renewal, Bitbrains must provide at least thirty (30) days’ prior written notice. Bitbrains will notify Customer at least thirty (30) days prior to renewal of any increase in renewal fees. Renewal fees will be based on Bitbrains’ then-current standard list price for the applicable Services.

6.4 Taxes

Fees are exclusive of taxes. Customer is responsible for all taxes (except Bitbrains’ income tax) arising from the Agreement.

6.5 Onboarding Fees and Conditional Waivers

Bitbrains charges a one-time onboarding and setup fee as specified in the applicable Order Form. This onboarding fee is subject to the following conditional waivers: (a) Annual Subscriptions: For Customers who commit to and pay for an annual Subscription Term upfront, the onboarding fee is fully waived. (b) Monthly Subscriptions (Six-Month Commitment): For Customers on a month-to-month Subscription Term, the onboarding fee is conditionally waived at signup. However, if the Customer cancels the Agreement for convenience before the Customer has completed six (6) consecutive months of paid Services, the conditionally waived onboarding fee will be revoked and become immediately due and payable. This clawback provision does not apply if the Customer terminates the Agreement due to Bitbrains’ uncured material breach, pursuant to a valid Subprocessor objection under Schedule A, or if Bitbrains terminates the Agreement for cause to protect platform integrity. Bitbrains is authorized to charge the Customer’s payment method on file for this onboarding fee upon such early cancellation.

6.6 Payment Processing Surcharges

To offset the cost of credit card acceptance, Bitbrains applies a standard payment processing surcharge to all credit card transactions, including both recurring Subscription Fees and variable monthly Carrier usage fees. This surcharge is set at 2.4% of the total transaction amount and will not exceed the maximum cap permitted by applicable law and payment card network rules. The surcharge will be clearly disclosed as a separate line item on the Customer’s invoice and checkout page prior to payment. This surcharge applies exclusively to credit card transactions and does not apply to payments made via debit card, electronic funds transfer (EFT), or in jurisdictions where such surcharges are strictly prohibited by mandatory local law.

6.7 Chargebacks

Initiating a credit card chargeback constitutes a material breach of the Agreement resulting in immediate account suspension, and the Customer is solely responsible for any associated bank fees or dispute costs.

7.1 Ownership

Bitbrains and its licensors retain all right, title and interest in and to the Services, software, Documentation, and all intellectual property rights therein. Customer retains all right, title and interest in and to Customer Data.

7.2 Aggregated / De-identified Data

Bitbrains may generate aggregated, statistical, and de-identified data derived from Customer Data and operational use of the Services (“Aggregated Data”).

Aggregated Data will not identify, and cannot reasonably be used to identify, any Customer, End-User, or individual person.

Bitbrains retains all right, title, and interest in Aggregated Data and may use such data for lawful business purposes including:

• Operating, maintaining, and improving the Services;
• Developing new products or features;
• Benchmarking and performance analytics;
• Industry trend analysis and research; and
• Creating commercial analytics, reports, or insights.

Aggregated Data does not constitute Customer Data and may be disclosed to third parties provided that such data does not identify or reasonably permit identification of any Customer or End-User.

7.3 Automation & Artificial Intelligence

Certain workflow automation features of the Services may involve rule-based processing configured by Customers.

Bitbrains may also develop, test, and improve automated platform features, including service insights, recommendation systems, maintenance suggestions, and feedback prompts.

In connection with these platform features, Bitbrains may use aggregated or de-identified operational data derived from Customer Data to:

• Analyze platform usage patterns;
• Improve system functionality and performance;
• Develop and refine automated insights and recommendation systems; and
• Train or improve machine learning models used within the Services.

Aggregated or de-identified data used for these purposes will not reasonably identify individual End-Users or Customers.

Bitbrains will not use identifiable Customer Data to train machine learning or generative artificial intelligence models that are unrelated to the operation or improvement of the Services without the Customer’s prior authorization. The automated processing described in this section is considered part of the core functionality of the Services.

7.4 Derived Data and Model Ownership

Bitbrains retains all right, title, and interest in and to any analytics models, algorithms, statistical analyses, automated insight systems, recommendation engines, or other technologies developed or improved through the operation of the Services.

To the extent that operation of the Services results in the creation of aggregated data, statistical information, usage patterns, or machine learning models derived from Customer Data (“Derived Data”), such Derived Data will not be considered Customer Data.

Derived Data will not reasonably identify Customer or any End-User and may be used by Bitbrains for purposes including:

• Improving the functionality, reliability, and performance of the Services;
• Developing and improving automated platform features;
• Training and refining machine learning models used within the Services; and
• Generating operational insights about platform usage.

Nothing in this Agreement grants Customer any ownership interest in Bitbrains’ platform analytics systems, machine learning models, or recommendation technologies, even if such systems are developed or improved with aggregated or de-identified data derived from Customer Data.

Bitbrains may incorporate Aggregated Data and Derived Data into statistical models, benchmarking reports, industry analytics, or other commercial insights provided that such outputs do not identify any Customer or End-User.

7.5 IP Infringement Mitigation and Exclusive Remedy

If the Services become, or in Bitbrains’ opinion are likely to become, the subject of a third-party intellectual property infringement claim, Bitbrains may, at its sole option and expense: (i) procure the right for Customer to continue using the Services; (ii) modify or replace the Services so they become non-infringing while providing substantially equivalent functionality; or (iii) if neither (i) nor (ii) are commercially practicable, terminate the affected Services and provide a pro-rata refund of any prepaid, unused fees.

Notwithstanding anything to the contrary in this Agreement, Bitbrains shall have no obligation to defend or indemnify Customer against any third-party intellectual property claims. The remedies set forth in this Section 7.5 state Bitbrains’ entire liability, and Customer’s sole and exclusive remedy, for any intellectual property infringement. In no event shall Bitbrains’ monetary liability under this section exceed the total Fees actually paid by Customer to Bitbrains in the twelve (12) months strictly preceding the event giving rise to the claim.

7.6 Hosted Pages and Domains

As part of the Services, Bitbrains may provide Customer with a hosted webpage, subdomain, or a domain. Bitbrains retains all ownership rights to these domains. Bitbrains reserves the right to suspend, reclaim, or disable any hosted page or domain at any time, without prior notice or liability, if Bitbrains determines in its sole discretion that the content violates the Acceptable Use Policy, infringes on third-party intellectual property, or poses a security or reputational risk to the platform.

Bitbrains may dynamically generate standard end-user terms of service and privacy policies for Customer’s hosted booking page. By accessing or using the hosted booking page, Customer represents that it has reviewed and explicitly approves the default End-User Booking Terms and Privacy Notice generated by Bitbrains. Customer acknowledges that it is solely responsible for its relationship, communications, and service fulfillment with its End-Users. Customer accepts these legal templates ‘as-is’ and acknowledges that Bitbrains provides them for convenience only and does not provide legal advice. Customer is solely responsible for ensuring these documents comply with Customer’s specific business practices and applicable laws.

7.7 Feedback

Any feature requests, suggestions, or feedback provided by the Customer become the exclusive property of Bitbrains without any obligation for compensation.

7.8 Customer Materials and License

Bitbrains does not take ownership of the materials, photos, videos, service descriptions, and content you upload to the Services via the dashboard (“Customer Materials”). However, you hereby grant Bitbrains a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, and display your Customer Materials strictly to operate, provide, and promote the Services. You irrevocably waive all moral rights you may have in the Customer Materials in favor of Bitbrains.

Each party will protect the other party’s Confidential Information with at least the same degree of care it uses to protect its own Confidential Information of a similar nature, and in no event less than reasonable care. Confidentiality obligations survive for five (5) years after termination or expiration of this Agreement, except that obligations relating to trade secrets and Personal Information shall survive for as long as required by applicable law.

Permitted disclosures of Confidential Information include disclosures to employees, contractors, Affiliates and professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and disclosures required by law (subject to prior notice to the disclosing party where lawful and practicable).

9.1 DPA Governs Processing

The parties agree the Data Processing Addendum (Schedule A) governs processing of Personal Information. Schedule A forms part of this Agreement and contains further details and obligations.

9.2 Roles & Instructions

Bitbrains is the Data Controller for Account Data. For End-User Personal Data processed through the Services, Customer is the Data Controller and Bitbrains is the Data Processor acting only on documented Customer instructions. Bitbrains will process End-User personal data only on the Customer’s documented instructions and only for the purpose of providing and improving the Services. Bitbrains will not sell or use any End-User personal data for independent commercial purposes. If Bitbrains discovers a security incident involving End-User personal data, it will notify the Customer promptly, to the extent permitted by law.

9.3 Purpose Limitation

Bitbrains will collect, process, and use Personal Information solely for the purposes of:

• Providing and operating the Services;
• Preventing and addressing technical or security issues;
• Complying with legal obligations; and
• Operating automated platform functionality described in Section 4.8, including service insights, feedback prompts, and service recommendations authorized by Customer.

Except for the generation of aggregated or de-identified data as described in Section 7.2, Bitbrains will not sell, rent, or otherwise disclose Customer Personal Information for independent marketing purposes.

9.4 Service Improvement and Platform Functionality

Customer acknowledges that operation of the Services requires Bitbrains to analyze system usage, platform interactions, performance metrics, and service patterns to maintain, secure, and improve the Services.

Customer authorizes Bitbrains to process Customer Data as reasonably necessary to:

• Operate automated platform functionality including service insights, maintenance suggestions, service recommendations, and feedback prompts;
• Monitor system performance, reliability, and security;
• Develop, test, and improve platform features, recommendation systems, and automated decision-support functionality used within the Services.

Where such processing involves Personal Information, Bitbrains performs the processing solely as a service provider acting on behalf of the Customer in accordance with this Agreement and the Data Processing Addendum.

Bitbrains will use aggregated or de-identified data wherever reasonably possible when performing analytics, product improvement, or development of automated platform features.

Nothing in this section permits Bitbrains to sell Customer Personal Information or independently contact End-Users outside the functionality of the Services without Customer authorization.

9.5 Security Safeguards

Bitbrains will implement and maintain appropriate technical and organizational measures including encryption in transit and at rest, role-based access controls, MFA for privileged access, logging and monitoring, annual third-party penetration testing, secure development lifecycle, personnel confidentiality obligations, vulnerability remediation, and other measures described in Schedule A.

9.6 Security Incidents and Breach Notification

(a) When to notify. Bitbrains will notify Customer of any confirmed Security Incident without undue delay after Bitbrains becomes aware of and has reasonably confirmed the incident. Bitbrains will provide a description of the incident, categories of affected data, and initial mitigation steps. Customer is solely responsible for assessing the incident, determining if it creates a Real Risk of Significant Harm (RROSH) to affected individuals under applicable law, and for executing all required notifications to regulatory bodies and End-Users. Each party shall bear its own costs in responding to a Security Incident.

(b) Contents & Updates. Initial notification will include, to the extent reasonably available: (i) date and time (or approximate date) of the incident; (ii) a description of the nature and scope of the incident; (iii) categories of Personal Information reasonably believed to be affected; and (iv) Bitbrains’ initial mitigation steps. Bitbrains will provide ongoing updates regarding the incident strictly through a centralized system status page or standardized mass communication. Bitbrains is not obligated to provide customized or individual supplemental written reports.

(c) Costs & regulatory cooperation. Bitbrains will cooperate with Customer regarding regulatory notifications and communications to affected individuals. Reasonable costs directly and reasonably incurred to meet statutory notice obligations and to provide remedial measures shall be borne by the responsible party as determined under Section 11 (Indemnities) and Section 12 (Limitation of Liability). Where applicable law assigns responsibility for statutory fines or penalties, such liabilities will be allocated consistent with applicable law and this Agreement.

9.7 Audit Rights (Privacy Compliance)

To verify Bitbrains’ compliance with this Agreement and applicable privacy laws, Customers may request and review Bitbrains’ publicly available security summaries or standard third-party audit reports (such as a SOC 2 summary), subject to reasonable confidentiality obligations. Because the Services operate in a standardized, multi-tenant environment, Bitbrains does not support manual, independent, or on-site Customer audits, nor does Bitbrains complete custom security questionnaires.

9.8 Cross-Border Transfers & Subprocessors

Bitbrains uses third-party subprocessors to provide the Services. A current registry of subprocessors (including vendor name, country of processing, processing purpose, and security certifications) is publicly available at https://measy.ca/subprocessors.

Bitbrains will update this online registry at least fifteen (15) days prior to authorizing any new material subprocessor, except in emergency circumstances where a subprocessor must be immediately replaced to maintain platform security or availability. Customers acknowledge that the Services are provided in a strictly multi-tenant environment and accept the use of the Subprocessors listed in the registry. If a customer objects to a new subprocessor, the Customer’s sole and exclusive remedy is to terminate their subscription via the self-serve dashboard prior to the new subprocessor’s authorization date.

9.9 Data Access, Export and Deletion

Customer acknowledges that Customer Data is accessible exclusively through the provided self-service user interface (the Measy dashboard) during an active Subscription Term. Customer is solely responsible for utilizing the available dashboard to view, manage, and manually retrieve its Customer Data for its own business continuity and regulatory compliance needs. Bitbrains is a technology platform provider and does not provide automated export tools, specific structured file formats, or human-facilitated data extracts. Customer explicitly agrees that Bitbrains has no obligation to perform manual data retrieval outside of providing standard visual access via the dashboard.

To maintain the integrity and efficiency of the Services, Bitbrains strictly prohibits manual, human-facilitated data extraction. Bitbrains will not fulfill requests for manual data exports or discretionary assistance under any circumstances, including but not limited to Carrier audits, regulatory investigations, or legal demands.

Upon termination, suspension, or expiration of the Services, Customer access to the dashboard is strictly and immediately revoked. Bitbrains will securely delete End-User Data from production systems within thirty (30) days and from archival backups within ninety (90) days, except where retention is strictly required by a valid legal hold, court order, or regulatory preservation requirement.

Bitbrains warrants that during the Subscription Term the Services will materially conform to the applicable Documentation. Except for the express warranty above, the Services are provided “AS IS” and “AS AVAILABLE.”

Bitbrains explicitly disclaims any liability for lost data, missed bookings, or the failure of any SMS or voice communication to be delivered due to carrier filtering, network outages, or End-User opt-outs. Customer is solely responsible for maintaining backups of its Customer Data.

Customer acknowledges that the Services rely on third-party ecosystem providers. Bitbrains explicitly disclaims any liability for data loss, service interruptions, or damages arising from the failure, delay, or misconfiguration of such third parties, including but not limited to telecommunications networks (e.g., Twilio) and payment processors (e.g., Stripe).

10.1 Artificial Intelligence & Voice Synthesis Disclaimer

The Services incorporate artificial intelligence (“AI”) and voice synthesis features powered by third-party providers (e.g., ElevenLabs). Customer explicitly acknowledges that AI models are probabilistic and may generate inaccurate, inappropriate, or unintended outputs (“Hallucinations”). Bitbrains strictly disclaims all liability for the accuracy, reliability, or business impact of any AI-generated outputs, including but not limited to incorrect pricing information, scheduling errors, or unauthorized commitments made to End-Users on Customer’s behalf.

Customer is solely responsible for implementing human oversight. Under no circumstances will Bitbrains be liable for lost revenue, lost appointments, reputational damage, or compliance violations resulting from Customer’s reliance on or deployment of AI and voice synthesis features.

Furthermore, any features or services designated as “Beta,” “Preview,” “Early Access,” or similar are provided purely “AS IS” without any warranties, SLAs, or support obligations whatsoever. Nothing in this Agreement excludes or limits liability that cannot be excluded under applicable law.

11.1 Customer Indemnity

Customer shall indemnify, defend, and hold harmless Bitbrains and its Affiliates from and against all third-party claims, demands, damages, regulatory fines, penalties, and costs (including reasonable legal fees) arising from or relating to: (a) Customer Data; (b) Customer’s breach of its representations, warranties, or obligations under this Agreement (including, without limitation, violations of CASL, privacy laws, or telecommunications laws); (c) Customer’s misuse of the Services; (d) any consumer complaints, false advertising claims, product or service liability claims, or regulatory investigations arising from the services Customer offers or fulfills; (e) any third-party intellectual property or trademark infringement claims arising from content, logos, or branding displayed on Customer’s hosted booking pages or domains; and (f) Customer’s deployment of, reliance on, or failure to implement human oversight over artificial intelligence (AI) or voice synthesis features, including any End-User claims arising from AI-generated inaccuracies, scheduling errors, unauthorized commitments, or hallucinations.

This indemnity does not apply to the extent the claim is caused by Bitbrains’ gross negligence or willful misconduct.

11.2 Procedure

The indemnified party shall promptly notify the indemnifying party and permit the indemnifying party to control the defense and settlement, consistent with the procedures above; provided, however, that the indemnified party may participate in the defense with its own counsel at its own expense. If the indemnifying party fails to actively and adequately pursue the defense of the claim, or if the indemnified party reasonably determines that the claim presents a material risk to its ongoing business operations or carrier relationships, the indemnified party may assume full control of the defense and settlement at the indemnifying party’s expense. The indemnifying party shall not settle any matter that (i) imposes any monetary obligation on, or admission of liability by, the indemnified party, or (ii) injunctively limits, prevents, or materially modifies the indemnified party’s business practices, without the indemnified party’s prior written consent (not to be unreasonably withheld). The indemnified party shall reasonably cooperate at the indemnifying party’s expense.

12.1 General Liability Cap

Except for Excluded Claims and subject to applicable law, each party’s aggregate liability for all claims arising from or relating to this Agreement shall be strictly limited to the greater of: (i) the total Fees actually paid by Customer to Bitbrains under the applicable Order Form in the twelve (12) months strictly preceding the event giving rise to the claim; or (ii) One Hundred Canadian Dollars ($100 CAD).

12.2 Enhanced Cap for Data Protection & DPA Breaches

Notwithstanding the general liability cap set forth in Section 12.1, for all claims arising directly from Bitbrains’ material breach of its security obligations in Schedule A (Data Processing Addendum) that result in confirmed regulatory fines or third-party claims against Customer, Bitbrains’ aggregate liability shall be strictly limited to two times (2x) the greater of: (i) the total Fees actually paid by Customer to Bitbrains under the applicable Order Form in the twelve (12) months strictly preceding the event giving rise to the claim; or (ii) One Hundred Canadian Dollars ($100 CAD).

12.3 Excluded Claims (No Cap)

Excluded Claims (not subject to any cap) include liability resulting from: (a) fraud, willful misconduct, or gross negligence by a party; (b) death or bodily injury caused by a party’s negligent act; and (c) liabilities that cannot be limited by applicable law (including certain statutory fines and penalties). (Note: Amounts payable under the express Customer indemnity in Section 11.1 shall be recoverable as provided in that Section and by applicable law).

12.4 Consequential Damages

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF DATA, REGARDLESS OF LEGAL THEORY, EXCEPT WHERE PROHIBITED BY APPLICABLE LAW.

12.5 Limitation Period

Any claim must be brought within the earlier of: (a) two (2) years after the claim arose; or (b) the minimum limitation period permitted by applicable law.

13.1 Term

This Agreement begins on the date Customer first accepts it and continues until all Subscription Terms under Order Forms have expired or been terminated.

13.2 Termination for Cause

Either party may terminate this Agreement or the affected Services for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

Provided, however, that Bitbrains may terminate this Agreement immediately upon written notice to Customer if:

• AUP & Regulatory Violations: Customer materially breaches the Acceptable Use Policy (Schedule C) or violates applicable privacy, telecommunications, or anti-spam laws (including CASL).
• Incurable Breaches: The material breach, by its nature, cannot be cured.
• Payment & Fraud: Customer initiates a payment chargeback or fails to cure a non-payment within ten (10) days of receiving a separate notice of suspension.

Either party may terminate this Agreement immediately upon written notice if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

13.3 Effects of Termination

Upon termination or expiration: (a) Customer’s access to the Services ceases; (b) Customer remains responsible for accrued and unpaid Fees through the effective date of termination; (c) each party securely destroys the other’s Confidential Information as required, provided that Bitbrains’ customary obligation to ‘return’ Customer Data or Confidential Information is fully and exclusively satisfied by Customer’s ability to utilize the self-serve dashboard to retrieve its data prior to the effective date of termination; and (d) Customer is solely responsible for completing any manual retrieval of Customer Data via the self-serve dashboard prior to the effective date of termination, subject to the limitations set out in Section 9.9.

13.4 Survival

The following Sections will survive any expiration or termination of this Agreement: 1 (Definitions), 6.1 (Fees & Payment), 7 (Intellectual Property), 8 (Confidentiality), 9 (Data Protection), 10 (Warranties; Disclaimer), 11 (Indemnification), 12 (Limitation of Liability), 13.3 (Effects of Termination), 16 (Dispute Resolution), 17 (Governing Law), and 18 (General).

Neither party shall be responsible for failures or delays resulting from causes beyond its reasonable control, including acts of God, pandemics, acts of government or regulators, telecommunications or Carrier outages, third-party artificial intelligence provider outages, third-party payment processor outages, cyberattacks not caused by the party’s failure to implement reasonable security measures, labor disputes, or other events of force majeure. The affected party shall provide prompt notice and take commercially reasonable steps to mitigate the impact.

Customer represents and warrants that it and its Affiliates, owners, directors and officers are not subject to sanctions or restricted party lists under applicable Canadian, U.S., UK, EU, UN or other applicable sanctions laws and that the Services will not be used to facilitate transactions in violation of such laws. Bitbrains may suspend or terminate Services if it reasonably believes Customer is in breach of applicable export control or sanctions laws. Customer agrees to cooperate with reasonable sanctions or export compliance screening.

16.1 Dispute Resolution

For any non-billing dispute, the parties will attempt to resolve the matter through good faith negotiation for a period of thirty (30) days before initiating any legal proceeding. Billing and usage disputes are governed exclusively by the final determination process set forth in Section 6.2 and are not subject to the negotiation period described in this Section 16.1.

16.2 Exclusive Jurisdiction & Small Claims

If the dispute remains unresolved after thirty (30) days, the parties irrevocably consent to the exclusive jurisdiction and venue of the provincial and federal courts (including the Ontario Small Claims Court) located in Ottawa, Ontario, for any action or proceeding arising out of or relating to this Agreement.

16.3 Virtual Proceedings

To minimize the burden of dispute resolution, the parties agree that for any claim falling within the jurisdictional limit of the Ontario Small Claims Court, hearings shall be fully conducted virtually by telephone or video conference permitted by the court’s rules.

16.4 Class Action Waiver

To the fullest extent permitted by applicable law, Customer waives any right to participate in any class action, representative action, or collective proceeding against Bitbrains. All disputes must be brought in the Customer’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, except where mandatory local laws provide otherwise. For matters not subject to arbitration under Section 16, the parties submit to the exclusive jurisdiction of the courts of Ontario.

18.1 Amendments

Bitbrains may modify this Agreement from time to time. If we make material changes that negatively impact Customer’s rights or obligations, we will provide at least fifteen (15) days’ prior notice by emailing the billing contact on file or posting a prominent notice within the dashboard. Non-material changes will be effective immediately upon posting. If Customer does not agree to the updated terms, Customer’s sole and exclusive remedy is to terminate the Agreement by cancelling their subscription via the self-serve dashboard strictly prior to the effective date of the changes. Continued use of the Services after the effective date constitutes irrevocable acceptance of the updated Agreement.

18.2 Marketing and Promotional Use

Unless Customer opts out in writing, Bitbrains may identify Customer as a user of the Services and use Customer’s name and logo for marketing and reference purposes. Furthermore, Customer grants Bitbrains a worldwide, royalty-free license to use screenshots, screen recordings, and visual depictions of the Customer’s hosted pages and interface within the Services for Bitbrains’ marketing, promotional, and instructional materials. Bitbrains agrees that any such visual depictions will strictly anonymize, blur, or remove any identifiable End-User Data. Customer may revoke this permission at any time by providing written notice to Bitbrains.

18.3 No Reliance

Customer acknowledges it has not relied on any representations not expressly set forth in this Agreement.

18.4 Language Selection; Québec

The parties explicitly agree that this Agreement, all Order Forms, and any related documents or communications be drafted and executed exclusively in the English language. Les parties conviennent expressément que la présente convention, tous les bons de commande, ainsi que tous les documents et communications connexes, soient rédigés et signés exclusivement en langue anglaise.

18.5 Assignment

Customer may not assign or transfer this Agreement, by operation of law or otherwise, in connection with a merger, acquisition, or otherwise, without Bitbrains’ prior written consent. Any attempted assignment without such consent will be null and void. Bitbrains may freely assign this Agreement in its entirety (including all Order Forms), without Customer’s consent, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all its assets.

18.6 Notices

Notices under this Agreement must be in writing and delivered exclusively by email. Notices to Bitbrains must be sent to the designated legal contact address. Notices to Customer will be sent to the billing or administrative email address on file in the Customer’s account. Notices are deemed effective upon transmission, provided no delivery failure notification is received. Customer acknowledges that routine subscription cancellations must be executed via the self-serve dashboard as set forth in Section 6.3, and email notices of cancellation will not be deemed effective.

18.7 Publicity & Environmental Claims

Customer’s environmental or sustainability claims are based on Customer-provided data; Bitbrains disclaims accuracy of Customer data and will not be liable for Customer’s greenwashing claims. Parties will comply with competition and advertising laws.

18.8 Entire Agreement; Severability; Waiver

This Agreement (including Schedules and Order Forms) constitutes the entire agreement. If any provision is held invalid or unenforceable, the remainder remains in effect. No waiver of any breach will be effective unless in writing.