Agreement, Acceptance & Order of Priority

1.1 Agreement

These Terms of Service (the “Terms”) form a binding agreement between
Monolith Solutions Inc. (“Monolith,” “we,” “us,” or
“Provider”) and the person or entity purchasing, receiving, administering or using
the Services (“Client,” “Customer,” “you,” or “your”).

1.2 Authority

If you accept these Terms on behalf of a corporation, partnership or other organization, you represent
that you have authority to bind that organization. Individuals must be at least the age of majority
applicable to them to enter into this Agreement.

1.3 Business Services; Consumer Rights Preserved

Unless expressly sold for personal, family or household use, the Services are intended primarily for
business and commercial clients. If you are a consumer, any mandatory rights, remedies, cancellation
rights or protections available under applicable consumer-protection legislation remain fully preserved
and prevail over any conflicting provision of these Terms.

1.4 Contract Documents and Priority

The complete agreement may include these Terms, a proposal, quote, Order, Statement of Work
(“SOW”), service schedule, data-processing addendum, support schedule, licence terms,
written change order and other document expressly incorporated by reference. If there is a conflict,
the following order of priority applies unless the later document expressly states otherwise:

1. a mutually signed amendment or change order;
2. the applicable signed SOW, Order or proposal;
3. a service-specific schedule or addendum;
4. these Terms; and
5. general website descriptions or marketing materials.

1.5 No Retroactive Rewriting of Signed Project Rights

Changes posted to these Terms will not retroactively transfer ownership, alter a completed copyright
assignment, increase fees already fixed in a signed SOW, or materially rewrite rights granted under an
already executed project agreement unless both parties agree in writing.

Definitions

Services, Scope & Orders

3.1 Scope

Monolith will provide the Services described in the applicable Order. Services outside the stated scope
are not included unless accepted in writing. Estimates, examples, roadmap discussions, mockups,
recommendations and informal conversations do not expand scope unless incorporated into an Order or
change order.

3.2 Changes

Either party may request a change. Monolith may require a written change order before beginning work that
materially changes functionality, complexity, timeline, integrations, assumptions, staffing or cost.
Additional work may be billed at the rate stated in the applicable Order or, if none is stated, at
Monolith’s then-current rate after Client approval.

3.3 Estimates and Timelines

Unless expressly stated to be fixed, delivery dates and estimates are good-faith targets based on
assumptions existing when quoted. Delays caused by Client, third parties, platform approvals, missing
access, changed requirements, vendor outages, security reviews or unforeseen technical conditions will
extend timelines reasonably.

3.4 Subcontractors and Specialists

Monolith may use employees, independent contractors, professional specialists, cloud providers and
subcontractors to perform portions of the Services, while remaining responsible for its contractual
obligations to the extent stated in these Terms.

Client Responsibilities, Access & Cooperation

4.1 Accurate Information and Authority

Client will provide accurate, complete and timely information and represents that it has the rights and
authority required to provide all Client Materials, credentials, contact lists, instructions and data
supplied to Monolith.

4.2 Access

Client will provide reasonable access to systems, domains, analytics, advertising accounts, CRM systems,
social accounts, websites, software, personnel and other resources reasonably required to perform the
Services. Monolith may pause work where required access is unavailable.

4.3 Security

Client is responsible for maintaining secure credentials, enabling multi-factor authentication where
reasonably available, controlling its users, promptly removing former users and notifying Monolith of
suspected credential compromise. Client will not knowingly disable security controls without accepting
the associated risk.

4.4 Approvals

Client will review deliverables and requests for approval promptly. Approval of a milestone may be treated
as final for purposes of the approved scope. A later reversal or redesign request may be treated as
additional work.

4.5 Client Delay or Inactivity

If Client is unresponsive or unable to provide required information for thirty (30) consecutive days,
Monolith may pause or archive the project. If inactivity continues for sixty (60) days, Monolith may close
the project and invoice work performed, committed third-party costs and reasonable restart or re-scoping
costs. Any deposit is refundable only to the extent required by the applicable Order or law after accounting
for work performed, capacity reserved and non-cancellable commitments.

Fees, Billing, Taxes & Late Payment

5.1 Currency and Taxes

Unless an Order states otherwise, prices are in Canadian dollars and exclude applicable GST/HST, sales,
use, withholding or similar taxes. Client is responsible for taxes properly chargeable on the Services,
excluding taxes based on Monolith’s net income.

5.2 Payment Terms

Payment schedules are stated in the applicable Order. If no schedule is stated, invoices are due within
thirty (30) days. Recurring hosting, software, managed services, marketing, telephony and similar Services
may be billed in advance. Monolith may require deposits, milestone payments or payment in advance for
projects, third-party expenses or reserved capacity.

5.3 Stored Payment Methods

By providing a payment method and authorizing recurring billing, Client authorizes Monolith and its payment
processors to charge amounts properly due under the applicable Order, including renewals and approved
usage-based charges. Monolith may retry a declined payment method. Client remains responsible for keeping
billing information current.

5.4 Good-Faith Billing Disputes

Client must notify Monolith of a disputed invoice promptly and provide reasonable detail. Amounts genuinely
disputed in good faith before the due date will not accrue late interest while the parties reasonably
investigate the dispute. Undisputed amounts remain payable when due.

5.5 Overdue Interest — Maximum-Lawful-Rate Savings Clause

Except for amounts disputed in good faith, an overdue balance may accrue simple interest at
24% per annum, calculated daily from the due date and not compounded,
or the highest lower rate permitted by applicable law, whichever is lower. For reference, 24% per annum corresponds to a 2% monthly simple rate, although interest under this Agreement is calculated daily using the annual rate.

This provision intentionally states an annual rate. Any fee, fine, penalty, commission, processor charge,
collection charge or other amount that is legally characterized as “interest” in connection with the
extension of credit or overdue amount will be aggregated with interest for purposes of any applicable
statutory limit. Notwithstanding anything else in this Agreement, all such amounts are automatically
reduced, waived or credited to the extent necessary so that the annual percentage rate or total charge
never exceeds the maximum rate lawfully receivable. Monolith does not intend to contract
for, charge or receive criminal interest.

Where consumer legislation, sector-specific rules or another applicable law imposes a lower rate or
different remedy, the lower lawful rate or mandatory rule applies.

5.6 Collections and Suspension

Monolith may suspend Services for overdue undisputed amounts, particularly where Monolith must continue
paying third-party vendors to keep Services active. Client is responsible for reasonable external
collection costs and actual payment-processor or bank charges to the extent legally recoverable; however,
any amount treated as “interest” is subject to the legal-rate savings clause above.

Recurring Services, Renewals & Cancellation

6.1 Automatic Renewal

Recurring Services renew automatically for the same billing period unless the applicable Order states
otherwise or Client cancels at least five (5) business days before renewal. Monolith may send renewal
reminders as a courtesy, but failure to receive a reminder does not by itself cancel an otherwise valid
renewal.

6.2 Renewal Pricing

Renewals occur at the pricing then applicable to Client’s plan, subject to any notice required by the Order
or applicable law. Monolith will provide reasonable advance notice of material recurring-price increases
where required or commercially appropriate.

6.3 Cancellation Method

Client may submit a cancellation request through the billing portal, designated cancellation form, support
channel or email to Monolith. Client may be required to verify identity or authority before cancellation.
If applicable law requires a simpler method, that method will be honoured.

6.4 Effective Date

Unless immediate termination is required for security, non-payment or legal reasons, cancellation of a
recurring Service generally becomes effective at the end of the current paid billing period. No partial
month or partial term refund is owed unless the Order or applicable law provides otherwise.

Refunds, Deposits & Chargebacks

7.1 Hosting Money-Back Guarantee

Where a hosting plan is expressly advertised with a thirty (30) day money-back guarantee, the guarantee
applies only to the initial eligible hosting term and excludes renewals, domain registrations, SSL
certificates, dedicated IPs, licences, add-ons, third-party costs, usage charges and professional services.

7.2 Domains and Third-Party Costs

Domain registrations, transfers, renewals, non-refundable software licences, advertising spend, carrier
charges, AI/API usage, purchased media, hardware and other third-party costs are non-refundable once
incurred unless the third-party provider issues a refund.

7.3 Professional Services and Project Payments

Deposits, setup fees, development payments, consulting fees, design fees and other professional-service
payments are refundable only as stated in the applicable Order or required by law. Upon cancellation,
Monolith may retain amounts reasonably attributable to completed work, committed labour, reserved capacity,
non-cancellable commitments and approved expenses.

7.4 Chargebacks

A legitimate good-faith billing dispute or lawful consumer remedy is not prohibited. Where practical,
Client agrees to contact Monolith before filing a chargeback so the parties can investigate. A knowingly
false, fraudulent or abusive chargeback concerning Services actually ordered and delivered may constitute
a material breach. Client remains responsible for undisputed amounts and actual processor fees to the
extent legally recoverable, subject at all times to the late-payment savings clause in Section 5.

Hosting, Domains, Backups & Infrastructure

8.1 Availability

Monolith uses commercially reasonable efforts to maintain reliable availability for infrastructure under
its direct control. A 99.9% network-availability figure, where advertised, is a service target unless the
applicable Order expressly provides a formal service-level agreement or service-credit remedy.

8.2 Exclusions

Availability calculations and responsibility exclude planned maintenance, emergency maintenance, Client
acts or omissions, DNS changes, upstream network failures, registrar issues, third-party platforms,
distributed denial-of-service attacks, internet routing events, force majeure and other events outside
Monolith’s reasonable control.

8.3 Shared Resources and Fair Use

“Unlimited” storage or bandwidth means no fixed metered allotment for ordinary website use; it does not
mean infinite computing resources. Shared hosting must be used for normal active website operations and
may not be used as a general archival, file-sharing, backup-repository, compute-mining or unrelated storage
service. Monolith may throttle, isolate, suspend or require an upgrade where usage materially degrades
service for other customers or exceeds plan resources.

8.4 Backups

Unless an Order expressly includes managed backup and restoration obligations, any platform backup,
snapshot or disaster-recovery copy maintained by Monolith is a convenience and not a substitute for
Client’s own independent backups. Client is responsible for maintaining current copies of important
website files, databases, email and other data. Backup retention varies by Service and is not guaranteed
unless expressly stated in the applicable Order.

8.5 Domains

Domain registrations are subject to registrar and registry rules. Unless otherwise agreed, a domain
acquired specifically for Client and fully paid for is intended to be held for Client’s benefit. Client is
responsible for accurate registrant information, renewal fees and timely transfer requests. Registrars may
impose transfer locks, redemption fees or verification requirements outside Monolith’s control.

8.6 Security and Customer Software

Client must keep customer-managed software, plugins, themes, scripts and credentials reasonably secure and
updated. Monolith may disable or isolate software that creates a material security risk to infrastructure
or other customers.

Acceptable Use

Client may not use Services to:

• violate applicable law, regulation, court order or legally binding third-party right;
• send unlawful spam, unsolicited bulk messaging, malicious email or deceptive communications;
• host or distribute malware, credential-stealing tools, botnets, unauthorized proxies or malicious code;
• infringe copyright, trademark, privacy, publicity or other intellectual-property rights;
• host child sexual abuse material, unlawful obscene material or content whose possession or distribution is illegal;
• harass, threaten, defame, impersonate or unlawfully discriminate against others;
• circumvent security, probe systems without authorization or interfere with network integrity;
• resell shared hosting or other Services where the purchased plan does not permit resale;
• use unlicensed software where a valid licence is required; or
• consume shared resources in a manner that materially impairs service for other customers.

Monolith may investigate suspected abuse and may preserve or disclose information where legally required.
Monolith is not required to proactively monitor all Client content.

Web Design, Software Development & Professional Services

10.1 Project Documents Control

Scope, deliverables, milestones, acceptance criteria, included revisions, warranties, source-code delivery,
licensing and project fees are governed primarily by the applicable SOW or Order.

10.2 Acceptance

Unless an Order sets a different process, Client will inspect a Deliverable promptly and notify Monolith of
material non-conformity with the agreed scope. A Deliverable may be treated as accepted when Client approves
it, deploys it into production, commercially uses it, or does not provide a reasonably detailed rejection
within ten (10) business days after delivery for review.

10.3 Bugs vs. Enhancements

A “bug” is a reproducible failure of delivered functionality to materially perform as expressly specified.
A new feature, changed preference, revised workflow, third-party platform change or new interpretation of
a requirement is not a bug. Unless a different warranty is stated in the Order, Monolith will use
commercially reasonable efforts to correct confirmed project bugs reported within thirty (30) days after
production launch.

10.4 Source Code and Development Environments

Monolith is not required to transfer internal repositories, agency master accounts, deployment pipelines,
credentials, developer tooling, reusable templates, internal documentation, snapshots, build systems or
source code unless the applicable Order expressly includes delivery of those items. Where source code is
expressly delivered, the licence in Section 13 applies unless the Order states otherwise.

10.5 Platform-Native Projects

Where a project is built inside a third-party SaaS, CRM, page builder, automation platform or managed
environment, portability, exportability and continued operation depend on that platform. Monolith is not
required to recreate platform-native functionality in another environment unless separately contracted.

Digital Marketing, Lead Generation & Reputation Services

11.1 No Guaranteed Marketing Outcome

Advertising, SEO, local search, conversion optimization, social media, lead generation and reputation
services depend on market conditions, customer behaviour, platform algorithms, competition and factors
beyond Monolith’s control. Monolith does not guarantee rankings, revenue, lead volume, conversion rates,
review volume or any particular business result unless a specific written guarantee states otherwise.

11.2 Advertising Spend and Usage Costs

Advertising spend, media purchases, SMS/email/telephony charges, software fees, AI/API usage and other
pass-through costs are not included in professional-service fees unless the applicable Order expressly says
they are included.

11.3 Platform Rules

Client and Monolith must comply with applicable advertising-network, search-engine, social-platform,
marketplace and communications-provider policies. Monolith may refuse or pause a campaign that presents
material legal, reputational, deliverability or platform-compliance risk.

11.4 Reviews and Reputation Management

Monolith will not knowingly create fake customer reviews, impersonate customers or implement review
practices that violate applicable law or platform rules. Client is responsible for the accuracy of factual
claims and for approving regulated, comparative or performance claims where approval is reasonably
requested.

Artificial Intelligence, Automation & Automated Communications

12.1 AI-Enabled Services

Services may use machine learning, large language models, speech models, generative AI, classifiers,
retrieval systems, autonomous or semi-autonomous agents, workflow automation and other AI-enabled tools
(collectively, “AI Services”).

12.2 Third-Party Models

AI Services may rely on Third-Party Services. Model behaviour, features, data-retention options, geographic
processing locations, pricing, rate limits and availability may change without Monolith’s control. Monolith
may replace or reconfigure an AI provider where reasonably necessary to maintain, improve or secure the
Service.

12.3 Probabilistic Output and Human Review

AI output is probabilistic and may be wrong. Client must independently review important output before
relying on it, especially where errors could create financial, legal, safety, employment, health, privacy,
customer-service or reputational consequences.

12.4 High-Impact or Regulated Decisions

Unless expressly included in an Order with appropriate safeguards, Client will not use Monolith-provided
AI Services as the sole basis for decisions concerning medical diagnosis or treatment, legal rights,
eligibility for credit, employment hiring or termination, insurance, housing, government benefits,
biometric identification, or other high-impact decisions regulated by law.

12.5 Client Data and AI Inputs

Client represents that it has authority to submit data, documents and prompts to the AI Services and will
not intentionally submit data that Client is prohibited from disclosing. Client should not provide highly
sensitive personal information to an AI workflow unless the applicable project expressly contemplates that
data and appropriate privacy and security measures have been agreed.

12.6 Training and Product Improvement

Monolith will not intentionally use Client Confidential Information to train a general-purpose Monolith
model for unrelated customers unless Client agrees. Third-party AI providers may process data according to
their own terms, enterprise settings and data-use commitments. Applicable data-handling details may be
further described in an Order, Privacy Policy or data-processing addendum.

12.7 Prompt Injection, Model Manipulation and Security

AI systems may be susceptible to prompt injection, adversarial content, hallucination and tool misuse.
Client acknowledges that no AI security control eliminates all risk and agrees not to intentionally bypass
guardrails, induce unauthorized system access or use AI Services to compromise other systems.

12.8 Automated Calls, Texts and Email

Where automation sends email, SMS, messaging-app communications, telephone calls, voicemail, synthetic
voice or other communications, each party is responsible for legal requirements applicable to its role.
Client will provide only contact lists it is legally permitted to contact and will provide required
disclosures, consents, scripts and business information. Monolith may implement opt-out, consent, call-
recording or identification controls and may refuse instructions that create material compliance risk.

12.9 AI Intellectual Property and Output

Rights in AI inputs and outputs may depend on applicable law and third-party terms. Monolith does not
warrant that AI output is unique, copyrightable or non-infringing. Multiple users may receive similar
output. Client is responsible for reviewing AI-generated public-facing content before publication.

12.10 AI Usage Charges

Tokens, API calls, model usage, transcription, telephony, messaging, storage, vector databases and other
usage-based costs are excluded unless an Order expressly states otherwise. Monolith may apply reasonable
usage limits, budgets or overage controls.

Intellectual Property, Reusable Technology & Client Commercial Rights

13.1 Client Materials

As between the parties, Client retains all right, title and interest in Client Materials, including
Client’s trademarks, trade names, logos, branding, business records, Client Data, pre-existing software,
pre-existing documentation, confidential information, proprietary content, and Client-specific business
rules, formulas, decision criteria or workflows that existed before the engagement or are supplied by
Client and treated as proprietary.

Client grants Monolith a non-exclusive, worldwide licence to use Client Materials only as reasonably
necessary to provide the Services, support the Deliverables and exercise rights expressly granted under
this Agreement.

13.2 Custom Client Content

Upon full payment, and to the extent Monolith owns the applicable rights, custom text, graphics,
photographs, video, brand assets or other content created specifically and uniquely for Client as an
identified Deliverable is assigned to Client, excluding Monolith Technology and Third-Party Materials
embedded in or used to create that content.

13.3 Monolith Background Technology

Monolith exclusively retains all right, title and interest in technology, intellectual property and
know-how owned, developed, acquired or licensed independently of the specific Client project, including
software, source code, object code, libraries, frameworks, templates, APIs, connectors, utilities,
routines, scripts, modules, prompts, prompt structures, development tools, schemas, data models,
architectures, designs, processes, methodologies, techniques, documentation and reusable components
(“Background Technology”).

13.4 Project Technology and Generalized Developments

Monolith also exclusively owns all generalized, reusable or non-Client-specific technology, inventions,
improvements, discoveries, software components, routines, modules, APIs, schemas, interfaces, workflows,
automation structures, prompt systems, templates, techniques, processes, methodologies, know-how and
other materials created, discovered, improved or reduced to practice by or for Monolith while performing
Services that:

1. do not incorporate Client Confidential Information or Client Materials in a manner that exposes them;
2. have general applicability to Monolith’s business, services or technology;
3. are capable of lawful use for businesses or persons other than Client; or
4. constitute improvements, modifications, derivatives or extensions of Background Technology.

These materials are “Project Technology.” For greater certainty, Project Technology may
be created for the first time during Client’s project. Being first developed or used for Client does not
make reusable Project Technology exclusive to Client.

13.5 Commercialization and Reuse by Monolith

Monolith may use, reproduce, modify, adapt, combine, improve, distribute, host, license, sublicense,
assign, sell, offer for sale, commercialize and otherwise exploit Background Technology and Project
Technology for any lawful purpose, including performing similar work for other clients and building,
launching or selling Monolith software, SaaS products, templates or commercial services. Monolith has no
obligation to account to Client for revenue generated from Monolith Technology.

13.6 Client Licence to Software and Deliverables

Subject to full payment of all amounts applicable to the Deliverable, Monolith grants Client a perpetual,
irrevocable, worldwide, royalty-free, transferable and sublicensable licence under Monolith’s rights in
the Deliverable to use, execute, host, reproduce, display, perform, modify, adapt, create derivative works
from, distribute, market, sublicense, sell and otherwise commercially exploit the Deliverable for any
lawful purpose.

This licence includes Monolith Technology embodied in or reasonably required to use the Deliverable but
does not transfer ownership of Monolith Technology itself. Where a Deliverable depends on Third-Party
Materials, Client’s rights remain subject to the applicable third-party licence.

13.7 No Exclusivity; Similar and Competing Products

Unless a separate written agreement expressly grants exclusivity, no feature, concept, workflow,
interface, architecture, design pattern, automation, technical capability or implementation developed by
Monolith is exclusive to Client. Client acknowledges that Monolith serves multiple businesses and may
develop products or services that are similar to, competitive with or perform functions similar to the
Deliverables. Similarity alone does not establish infringement, misappropriation or breach.

13.8 Covenant Regarding Authorized Reuse

To the fullest extent permitted by law, Client covenants not to commence, maintain, finance or knowingly
support an intellectual-property claim against Monolith, its affiliates, personnel, successors, licensees
or customers where the alleged conduct consists solely of Monolith exercising ownership, reuse,
modification, licensing, commercialization or development rights expressly reserved in this Section.
This covenant does not waive claims arising from unauthorized disclosure or misuse of
Client Confidential Information, Client Data, Client branding or other Client Materials.

13.9 Third-Party and Open-Source Materials

Deliverables may incorporate open-source software, commercial libraries, APIs, fonts, images, platform
components or other Third-Party Materials. Those materials remain subject to their applicable licences.
Monolith does not transfer rights greater than it lawfully holds.

13.10 Moral Rights

To the extent legally permissible, Monolith will obtain from personnel who author copyright-protected
portions of Deliverables such waivers of moral rights as Monolith reasonably considers necessary to allow
Client and Monolith to exercise their respective rights under this Agreement.

13.11 Portfolio and Client Listing

Unless Client gives written notice that an engagement is confidential, Monolith may identify Client by
name and logo and display non-confidential, publicly launched examples of the work in Monolith’s portfolio,
case studies, proposals and marketing. Monolith will not disclose Client Confidential Information for
portfolio purposes.

13.12 Survival

This Section survives expiration or termination of the Agreement indefinitely to the extent necessary to
give effect to the ownership, licence, reuse and non-exclusive-development rights granted here.

Confidentiality

14.1 Confidential Information

“Confidential Information” means non-public business, technical, financial, customer, security or
proprietary information disclosed by one party to the other that is marked confidential or that a
reasonable person would understand to be confidential in context.

14.2 Duties

The receiving party will use Confidential Information only for the Agreement, protect it using reasonable
care and disclose it only to personnel, professional advisers and service providers who need it and are
subject to appropriate confidentiality obligations.

14.3 Exclusions

Confidential Information does not include information the recipient can demonstrate was lawfully known
without restriction, independently developed without use of the other party’s Confidential Information,
lawfully received from a third party without duty of confidentiality, or publicly available through no
breach of this Agreement.

14.4 Required Disclosure

A party may disclose Confidential Information where legally required, and will provide advance notice
where lawful and reasonably practicable so the other party may seek protective relief.

14.5 Duration

Confidentiality obligations survive for five (5) years after termination, except that trade secrets and
information protected by law remain protected for so long as they retain protected status.

Privacy, Client Data & Security

15.1 Privacy Framework

Each party will comply with privacy and data-protection obligations applicable to its role. Monolith’s
handling of personal information is further described in its Privacy Policy and, where applicable, a
project-specific data-processing addendum.

15.2 Client Responsibility for Collection and Instructions

Client is responsible for the lawfulness of personal information it collects or instructs Monolith to
process, including required notices, consents and authority to disclose information to Monolith and
relevant Third-Party Services.

15.3 Cross-Border Service Providers

Cloud, communications, analytics and AI providers may process or store information outside Canada.
Monolith will make required disclosures concerning service providers outside Canada through its Privacy
Policy, notices, project documentation or other means required by applicable law.

15.4 Safeguards

Monolith will use reasonable administrative, technical and organizational safeguards appropriate to the
nature of the Services. No internet-connected system is completely secure, and Monolith does not warrant
that unauthorized access, cyberattack, data loss or service disruption can never occur.

15.5 Security Incidents

Each party will notify the other without unreasonable delay after becoming aware of a material security
incident affecting the other party’s data where notice is reasonably necessary for investigation,
containment or legal compliance. Regulatory and individual notices will be made by the party legally
responsible for them, with reasonable cooperation from the other party.

15.6 Sensitive Data

Client will not provide health records, government identifiers, payment-card data beyond approved payment
channels, highly sensitive financial data or other specially regulated data unless the applicable Service
is expressly designed for that data and the parties have agreed to appropriate safeguards and scope.

15.7 Data Minimization and Retention

Monolith may remove unnecessary, unsafe or obsolete data and may establish reasonable retention limits.
Client is responsible for exporting data it must retain before termination unless an Order assigns that
responsibility to Monolith.

Email, SMS, Telephone & Commercial Electronic Messages

16.1 Service Communications

Monolith may send transactional or service communications reasonably necessary to operate Client’s
account, deliver Services, provide security notices, issue invoices, coordinate projects or respond to
requests. These communications are distinct from marketing communications.

16.2 Marketing Communications

Monolith will send commercial electronic messages only where it has consent or another lawful basis and
will include identification and unsubscribe functionality as required by applicable law. A recipient may
withdraw marketing consent at any time using the unsubscribe method provided or by contacting Monolith.

16.3 Client Campaigns

Where Monolith sends or automates messages on Client’s behalf, Client represents that contact lists,
consent records, scripts and campaign instructions are lawfully usable. Each party will comply with legal
obligations applicable to its role, including anti-spam, telemarketing, privacy and identification
requirements. Monolith may require proof of consent or refuse a campaign presenting material compliance
risk.

Third-Party Platforms, Integrations & Vendor Changes

17.1 Third-Party Dependencies

Services may depend on cloud providers, registrars, payment processors, CRMs, social platforms, search
engines, advertising networks, communications carriers, software vendors, plugins, APIs and AI providers.
Monolith does not control those providers and is not responsible for changes to their pricing, terms,
APIs, algorithms, outages, suspensions or product availability.

17.2 Vendor Terms

Client may be required to accept a Third-Party Service’s terms directly. Client will comply with those
terms where applicable. Monolith may suspend an integration if continued use would violate vendor terms,
law, security requirements or reasonable provider policies.

17.3 Agency Accounts and Client Accounts

Some Services may be delivered through Monolith agency-level accounts, licences, snapshots, templates or
master subscriptions. Unless an Order expressly states otherwise, agency-level accounts and assets remain
Monolith property and are not transferred on termination. Client-owned business data remains Client’s
property, subject to available export capabilities.

17.4 Portability

Export formats and migration capability are limited by the underlying platform. Monolith does not warrant
that automations, workflows, funnels, integrations, permissions, phone numbers, reputation data or
platform-native features can be moved intact to another provider.

Warranties & Disclaimers

18.1 Professional Standard

Monolith will perform professional Services in a commercially reasonable manner consistent with the scope
of the applicable Order.

18.2 No Other Warranties

Except for an express written warranty in an Order and to the maximum extent permitted by law, Services
and Deliverables are provided “as is” and “as available.” Monolith disclaims implied warranties of
merchantability, fitness for a particular purpose, title, uninterrupted operation and non-infringement to
the extent such warranties may lawfully be disclaimed.

18.3 Third-Party Services

Third-Party Services are subject to their own warranties, if any. Monolith is not responsible for a
third-party provider’s performance, service interruption, security incident, policy decision or warranty
obligations.

18.4 Compliance and Business Outcomes

Unless expressly scoped as a compliance deliverable, Monolith does not provide legal, tax, accounting,
medical or regulated-professional advice and does not warrant that a Client workflow is legally sufficient
for every jurisdiction, industry or use case. Client remains responsible for its business decisions and
regulated obligations.

Limitation of Liability

19.1 Excluded Damages

To the maximum extent permitted by law, neither Monolith nor its affiliates, directors, officers,
employees, contractors or agents will be liable for indirect, incidental, special, exemplary, punitive or
consequential damages, or for lost profits, lost revenue, lost business opportunity, loss of goodwill,
loss of anticipated savings, loss of data or business interruption arising from or relating to the
Agreement, even if advised that such damages were possible.

19.2 Liability Cap

To the maximum extent permitted by law, Monolith’s aggregate liability arising out of or relating to a
Service, Deliverable or event will not exceed the total fees actually paid by Client to Monolith for the
affected Services during the twelve (12) months immediately preceding the event giving rise to the claim.
For a one-time project lasting less than twelve months, the cap is the fees actually paid for that project.

19.3 Third-Party and Client-Caused Events

Monolith is not liable for losses caused by Client instructions, Client content, compromised Client
credentials, unauthorized Client users, Client failure to maintain backups, third-party outages or changes,
internet failures, force majeure or other events outside Monolith’s reasonable control.

19.4 Mandatory Rights

Nothing in these Terms limits liability that cannot lawfully be excluded or limited. Any limitation found
unenforceable will be applied to the maximum extent permitted by law rather than invalidating the remaining
Agreement.

Indemnification

To the maximum extent permitted by law, Client will defend, indemnify and hold harmless Monolith and its
affiliates, directors, officers, employees and contractors from third-party claims, liabilities, damages,
judgments, penalties and reasonable legal costs arising from:

• Client Materials, Client Data or content supplied by Client;
• Client’s unlawful or unauthorized use of the Services;
• Client’s infringement or misappropriation of a third party’s rights;
• Client campaigns, messages or contact lists that violate applicable communications or privacy law;
• products, services, promises or representations made by Client to its own customers; or
• Client’s material breach of these Terms or the applicable Order.

Monolith will provide reasonable notice of an indemnified claim and reasonable cooperation at Client’s
expense. Client may not settle a claim in a manner that admits wrongdoing by Monolith or imposes a
non-monetary obligation on Monolith without Monolith’s written consent.

Suspension & Termination

21.1 Suspension

Monolith may suspend all or part of the Services where reasonably necessary because of overdue undisputed
payment, security risk, suspected unlawful activity, abuse, violation of provider policy, excessive shared
resource use, compromised credentials, legal order or material breach.

21.2 Immediate Action

Monolith may act without advance notice where delay could create material security, legal, operational or
third-party harm. Where reasonably practicable, Monolith will provide notice and an opportunity to cure.

21.3 Termination for Material Breach

Either party may terminate an affected Order for material breach if the breach is not cured within a
reasonable period after written notice, normally ten (10) business days for a remediable breach, unless a
different period is stated in the Order.

21.4 Effect of Termination

Termination does not eliminate accrued payment obligations. Client must pay for Services performed,
committed third-party costs and other amounts properly due through the termination date. Rights intended
by their nature to survive—including payment, confidentiality, IP, disclaimers, liability limitations,
indemnification and dispute terms—survive termination.

Data Export, Migration & Transition

22.1 Client Export Responsibility

Client is responsible for exporting files, email, databases and other data it wishes to retain before
cancellation or termination unless the applicable Order assigns migration responsibility to Monolith.

22.2 Deletion

After termination, Monolith may permanently delete Client data from active systems and is not required to
retain recoverable copies except as required by law, backup lifecycle or a written transition agreement.
Backup copies may persist temporarily until overwritten through ordinary retention cycles.

22.3 Transition Assistance

Reasonable migration or handoff assistance may be purchased at Monolith’s then-current professional rate
or under a separately scoped transition project. Monolith is not responsible for downtime or loss caused
by a destination provider, registrar, incompatible platform or Client-managed migration.

Professional Conduct, Complaints & Reviews

23.1 Respectful Conduct

Monolith expects professional, non-abusive interaction with staff, contractors and other customers.
Threats, harassment, discriminatory abuse, deliberate interference with systems or repeated abusive conduct
may result in communication limits, reassignment, suspension or termination where reasonably necessary.

23.2 Complaints

Clients are encouraged to raise service concerns directly so Monolith has an opportunity to investigate
and resolve them. Nothing in these Terms prevents a Client from exercising a lawful right, contacting a
regulator, obtaining legal advice or bringing a legal claim.

23.3 Reviews and Public Statements

Nothing in these Terms prohibits a truthful review, fair comment, legally protected opinion or truthful
statement about a transaction. Neither party may knowingly publish false statements of fact, unlawful
defamatory material, fabricated evidence or malicious impersonation concerning the other party.

Dispute Resolution & Governing Law

24.1 Good-Faith Resolution

Before commencing formal proceedings, the parties will make reasonable good-faith efforts to resolve a
dispute after written notice describing the issue. Unless urgent relief is needed, the parties will allow
up to thirty (30) days for management-level discussions.

24.2 Alberta Law and Courts

This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada
applicable in Alberta, without regard to conflict-of-law principles. Subject to mandatory consumer or
statutory rights, the parties attorn to the courts of Alberta and courts competent to hear appeals from
them.

24.3 Optional Mediation or Arbitration

After a dispute arises, the parties may mutually agree in writing to mediation or binding arbitration on
terms they then accept. These Terms do not require a consumer to waive a non-waivable right to commence or
participate in court proceedings.

24.4 Urgent Relief

Nothing prevents a party from seeking urgent injunctive or protective relief concerning security,
confidentiality, intellectual property, misuse of systems or preservation of evidence.

Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including
natural disaster, wildfire, flood, severe weather, utility failure, labour disruption, war, terrorism,
civil disorder, government action, epidemic, pandemic, internet backbone failure, cloud-provider outage,
telecommunications failure, cyberattack, denial-of-service attack or widespread third-party service
interruption. The affected party will use commercially reasonable efforts to mitigate the impact.

General Legal Terms

26.1 Independent Contractors

The parties are independent contractors. Nothing creates an employment, agency, fiduciary, partnership,
franchise or joint-venture relationship.

26.2 Assignment

Client may not assign the Agreement without Monolith’s prior written consent, not to be unreasonably
withheld in a bona fide sale of Client’s business. Monolith may assign the Agreement to an affiliate,
successor or purchaser of substantially all relevant business assets, provided the assignee assumes the
applicable obligations.

26.3 Severability

If a provision is unenforceable, it will be modified to the minimum extent necessary to make it lawful and
enforceable, and the remaining provisions continue in effect.

26.4 Waiver

Failure to enforce a provision is not a waiver of future enforcement. A waiver must be clear and applies
only to the specific matter waived.

26.5 Entire Agreement

The contract documents described in Section 1 constitute the entire agreement concerning the applicable
Services and supersede prior discussions or representations concerning the same subject matter, except for
fraud or rights that cannot lawfully be excluded.

26.6 Electronic Signatures and Records

Electronic acceptance, digital signatures, electronically accepted Orders, invoices, billing records and
electronic communications may be used as evidence of the Agreement to the extent permitted by law.

26.7 Headings and Interpretation

Headings are for convenience only. “Including” means “including without limitation.” Singular includes
plural where context requires. A reference to law includes amendments and successor legislation.

Changes to These Terms

Monolith may update these Terms to reflect changes in Services, law, security practices, vendors or
business operations. The “Last Updated” date will be revised when changes are published.

For existing recurring customers, materially adverse changes will apply prospectively after reasonable
notice where required or commercially appropriate. Continued use after the effective date of an update
constitutes acceptance to the extent permitted by law. If Client does not accept a material prospective
change, Client may discontinue affected recurring Services in accordance with the cancellation terms.

As stated in Section 1, an update to these public Terms does not retroactively transfer ownership or rewrite
material rights already fixed by a signed SOW or amendment.

Contact & Legal Notices

Questions about these Terms, billing, cancellations or legal notices may be sent to:

Monolith may provide contractual notices to the primary email address associated with Client’s Account.
Client is responsible for keeping its contact information current.