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TERMS OF SERVICE

Annapurna™ Suite
Version: 3.2   |   Last revision: January 03, 2025

IMPORTANT: Carefully read these Terms of Service (this “Agreement”) before using the Service (as defined below). This Agreement creates a binding legal agreement between you (“Customer”) and Advanced Predictive Modeling Technology Ltd. (“AMPT”, “Annapurna”). BY USING THE SERVICE OR CLICKING ON THE “I ACCEPT” BUTTON, YOU IRREVOCABLY ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST NOT USE THE SERVICE. You also agree to ensure that only registered users use the Service using their unique user login credentials. Login credentials are not allowed to be shared between users.

IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE, THE TERM “CUSTOMER” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

By accepting this Agreement, you agree to be bound by the terms and conditions of this Agreement, as it may be amended from time to time in the future. Annapurna may update this Agreement or the Privacy Policy at any time, without notification to you, and you should review this Agreement and the Privacy Policy from time to time by accessing the Service. Your continued use of the Service will be deemed irrevocable acceptance of any such revisions.

In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence, and be fully able and competent to enter into the terms, conditions, obligations, affirmations, representation and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you.

Definitions

As used in this Agreement:

  1. “Confidential Information” means all information regarding a party’s business, including, without limitation, technical, marketing, financial, employee, planning and other confidential or proprietary information, disclosed under this Agreement, that is clearly identified as confidential or proprietary at the time of disclosure or that the receiving party knew or should have known, under the circumstances, was considered confidential or proprietary. Annapurna’s Confidential Information includes information derived from or concerning the Service, the System or the Documentation and the terms of this Agreement. Customer’s Confidential Information includes the Customer Data.
  2. “Customer Data” means any data, information or information contained in any database, template or other similar document (a) submitted by Customer or a User through the Service, (b) provided by Customer or a User to Annapurna as part of the Service, or (c) supplied to Annapurna by or on behalf of Customer.
  3. “Documentation” means the designated final user manuals, handbooks, online materials, specifications or forms made available by Annapurna that describe the features, functionality or operation of the Service and the System.
  4. “Fees” is defined in Section 4.
  5. “Force Majeure Event” is defined in Section 11.3.
  6. “Order Form” means collectively the order documents representing Customer’s initial subscription to the Service and Professional Services, and any subsequent modifications to the subscription agreed to between the parties in writing from time to time.
  7. “Personal Information” means information about or relating to an identified or identifiable individual that is subject to any Privacy Laws.
  8. “Privacy Laws” means all applicable federal and provincial legislation and regulations governing the collection, use and disclosure of Personal Information in the jurisdictions where Customer has subscribed to use the Service.
  9. “Professional Services” means any professional services to be provided by Annapurna described in an Order Form.
  10. “Reseller” means Annapurna’s authorized reseller that Customer used to subscribe for the Service, if applicable.
  11. “Service” means the on-line software as a service offerings delivered by Annapurna to Customer using the System, as made available by Annapurna from time-to-time as specified in the Order Form.
  12. “System” means the technology, including hardware, software and systems, used by Annapurna to deliver the Service to Customer in accordance with this Agreement.
  13. “UserID” is defined in Section 3.1.
  14. “Users” means Customer’s employees and contractors who are authorized to use the Service on behalf of Customer and have been supplied user identifications and passwords for this purpose.
The Service
  1. Subscription to the Service. Conditional on Customer: (a) complying with this Agreement (including paying Fees), (b) cooperating with Annapurna’s reasonable requests, and (c) providing Annapurna with access to necessary systems, Annapurna grants Customer a non-sublicensable, non-transferable, non-exclusive subscription to access and use the Service. Customer may order the Service by placing orders on an Order Form. Customer’s purchase is neither contingent upon the delivery of any future functionality nor dependent upon any oral or written public comments made by Annapurna with respect to future functionality.
  2. Professional Services. Customer may order Professional Services under this Agreement by mutual written agreement describing the Fees, payment terms, and scope of Professional Services.
  3. Support. Subject to payment of Fees, Annapurna will use commercially reasonable efforts to correct reproducible failures of the Service to conform to its expected operation.
  4. Support details:

    5. The APMT Team will provide consulting and technical support according to the following terms:

    • Channel: support@annapurnasuite.com
    • Support hours: 8 am – 5 pm Toronto time, via email and virtual meetings.
    • Response SLA: 24 hours
    • Scope: APMT will provide support to solve software-related problems, including:
      • Access problems.
      • Bug reporting and fixing.
      • Subscription and user management.
      • Use-related questions (APMT provides a comprehensive training package and documentation).
    • Issues communication SLA: In case of service unavailability, critical bugs, or other major interruptions, APMT will contact the Customer team within 24 hours of detection and provide a timeline for the solution.

    In case Customer deems necessary that APMT team members visit any Customer site beyond the required support activities, travel and accommodation expenses will be charged in addition to the subscription price.

  5. Hosting, uptime, and recovery
    • Cloud infrastructure: Annapurna™ Suite runs in the Microsoft Azure cloud provided by APMT.
    • Uptime: APMT commits to 99.9% uptime for Annapurna™ Suite.
    • Connectivity & Internet: The user requires an internet connection. The customer is solely responsible for user connectivity.
    • Recovery: Smaller unscheduled downtime expected recovery ≤ 30 minutes. Automatic alerts are sent to users when service is unavailable.
    • Disaster Recovery: Information automatically backs up daily. If a service interruption occurs due to infrastructure or software failure, a recovery copy of customer information is available in 48 hours. Deletions caused by user actions are not considered disasters; however, APMT will help recover lost data with reasonable effort.
  6. System Updates and Scheduled Downtime. Annapurna may update any aspect of the Service or System at any time in its sole discretion. It may schedule downtime for maintenance and upgrades without prior notice but will use commercially reasonable efforts to provide advance notice where practicable.
  7. Privacy Policy. To the extent any Customer Data contains Personal Information, it will be used, collected, stored, and disclosed for the purposes under this Agreement and in accordance with the Privacy Policy.
  8. Internet Security Disclaimer. Customer acknowledges that Annapurna exercises no control over, and accepts no responsibility for, any content passing through the Internet or for Internet connectivity outside of Annapurna’s control.
  9. Limitation, Suspension or Termination of Access. Annapurna may suspend or terminate Customer’s access to the Service without notice in order to (a) prevent damage to the System, (b) comply with law or governmental order, or (c) protect Annapurna from reputational harm. Annapurna will use commercially reasonable efforts to notify Customer of limitations, suspension, or termination.
  10. Subcontractors. Customer acknowledges that Annapurna may retain subcontractors. Annapurna shall remain responsible for all subcontractors’ acts or omissions.
    11. Customer’s Use of the Service
  11. Access and Security Guidelines. Customer may set up user accounts (each with a unique “UserID”). Each User must only use their specific UserID. Sharing UserIDs is not permitted. Customer is responsible for all activity under those UserIDs and must promptly notify Annapurna of any unauthorized use.
  12. Customer Responsibilities and Restrictions. Customer will comply with all applicable laws. Customer agrees not to:
    • Use the Service other than as permitted by this Agreement.
    • Violate or infringe any person’s rights through use of the Service.
    • Sublicense or transfer rights under this Agreement or operate a service bureau.
    • Reverse engineer or otherwise extract source code of any part of the Service.
    • Use or launch any automated system that accesses the Service.
    • Interfere with the Service, System, or networks connected to the Service.
  13. Customer Data. Customer is solely responsible for the Customer Data. Customer Data must not infringe rights or contain viruses or harmful code. Annapurna may take remedial action if Customer Data violates this Agreement, but is under no obligation to do so.
Fees, Payment and Suspension

As consideration for the subscription to the Service and any Professional Services, Customer will pay Annapurna or the Reseller the fees (“Fees”) set forth in the Order Form. Unless otherwise agreed, Fees are billed in advance and due within 30 days. Overdue amounts accrue interest at 20% per annum or the highest legal rate if lower. Customer shall reimburse for all expenses (including legal fees) incurred by Annapurna or the Reseller in collecting overdue amounts. All Fees are exclusive of any taxes. Annapurna may discontinue the Service if any Fees remain overdue beyond 30 days. Customer shall maintain up-to-date billing and contact information at all times.

Confidential Information
  1. Obligation. Each party agrees to hold the other’s Confidential Information in strict confidence and not disclose or use it except as permitted under this Agreement. Disclosure in response to a valid court or governmental order is permitted if the disclosing party first provides notice to the other party so it may seek protection.
  2. Exceptions. The obligations hereunder do not apply to information that (a) becomes public through no fault of the receiving party, (b) was already in the receiving party’s lawful possession, (c) is independently developed without reference to the disclosing party’s Confidential Information, or (d) is disclosed lawfully by a third party.
Ownership
  1. System and Technology. Annapurna retains all rights in the Service, the System, and related technology (“Annapurna Technology”). No rights or licenses are granted to Customer except as expressly stated. Annapurna may use any feedback provided by Customer to improve the Service.
  2. Customer Data. Customer retains all rights in Customer Data. Customer grants Annapurna a license to use Customer Data solely as necessary to provide the Service.
Term and Termination
  1. Term. Unless otherwise agreed in the Order Form, the initial term begins on the Effective Date and continues for the duration of the purchased subscription (“Initial Term”). Thereafter, it renews automatically unless either party provides notice at least 60 days prior to expiration.
  2. Termination for Default. Either party may terminate if the other materially breaches and fails to cure within 30 days of notice, or becomes insolvent or bankrupt.
  3. Effect of Termination. On termination, fees owed become immediately due, each party returns the other’s property, and Customer’s access to the Service ends. Within 365 days of termination, Annapurna will provide one electronic copy of Customer Data and then remove all Customer Data. Certain sections survive termination.
Warranty; Disclaimer
  1. Warranty. Annapurna warrants that (a) the Services will perform materially as described in the Documentation, and (b) it will perform Professional Services in a diligent, businesslike manner using reasonable care. If the Services or Professional Services fail to conform, Annapurna will re-perform the relevant Services.
  2. Disclaimer. EXCEPT AS EXPRESSLY SET OUT ABOVE, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. ANNAPURNA DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE. ANNAPURNA DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR ERROR.

ANNAPURNA IS NOT RESPONSIBLE FOR ACTS OR OMISSIONS OF THIRD PARTIES, INCLUDING INTERNET SERVICE PROVIDERS OR HOSTING SERVICES, NOR FOR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY ANNAPURNA.

Indemnity
  1. By Annapurna. If a third party alleges that the Service or System infringes its intellectual property rights, Annapurna shall defend and pay damages awarded or settled. Annapurna may (a) obtain the right for Customer to continue using the Service, (b) replace or modify the Service, or (c) terminate this Agreement and refund fees for the unused portion of the term. This indemnity does not apply if the claim arises from Customer’s breach or use of the Service in combination with other products not provided by Annapurna.
  2. By Customer. If a third party brings a claim against Annapurna regarding (a) Customer’s use of the Service, (b) Customer’s breach of this Agreement, or (c) the Customer Data’s infringement of third-party rights, Customer will defend and pay damages awarded or settled. This does not apply to claims covered by Section 9.1.
  3. Conditions. An indemnified party must promptly notify the indemnifying party of any claim, and give control of the defense to the indemnifying party. The indemnified party must cooperate in the defense. Any settlement must not impose obligations on the indemnified party without consent.
Limitation of Liability

The following provisions are a fair allocation of risk and survive any termination:

  1. Amount. ANNAPURNA’S TOTAL AGGREGATE LIABILITY RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM. ANNAPURNA’S SUPPLIERS HAVE NO LIABILITY ARISING OUT OF THIS AGREEMENT.
  2. Type. IN NO EVENT SHALL ANNAPURNA BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOST SAVINGS, LOST PROFITS, DATA LOSS, BUSINESS INTERRUPTION, OR PROPERTY DAMAGE. ANNAPURNA IS NOT LIABLE FOR PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES.
  3. No Jury Trial. CUSTOMER WAIVES ANY RIGHT TO A JURY TRIAL RELATED TO THIS AGREEMENT.
  4. No Class Actions. CUSTOMER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION RELATED TO THIS AGREEMENT.
  5. Limitation of Time. Any claim must be brought within 12 months from when it first arose.
General Provisions
  1. Publicity. Annapurna may publicize the existence of this Agreement and Customer’s status as a user of the Service.
  2. Assignment. Customer may not assign this Agreement without Annapurna’s written consent (except to an affiliate). Annapurna may assign this Agreement. Any assignment requires the assignee to be bound by these terms.
  3. Force Majeure. Neither party will be liable for failure to perform due to events beyond its reasonable control (“Force Majeure Event”), excluding payment obligations.
  4. Arbitration. Disputes arising out of this Agreement shall be resolved by arbitration administered by VanIAC in Toronto, Ontario, Canada, in English. One arbitrator. Annapurna may seek injunctive relief in any court of competent jurisdiction.
  5. Choice of Law. This Agreement is governed by the laws of Ontario and the federal laws of Canada applicable therein. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
  6. Notices. Notices shall be given in writing by email or certified mail. For Annapurna: support@annapurnasuite.com. For Customer: as set forth in the Order Form.
  7. Entire Agreement. This Agreement, including the Order Form, is the entire understanding between the parties and supersedes prior proposals or agreements.
  8. Severability and Waiver. Invalid or unenforceable provisions are severed, leaving the remainder in effect. Waivers must be in writing.
  9. Relationship of the Parties. The parties are independent contractors. No agency, partnership, franchise, joint venture, or employment relationship is created by this Agreement.
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