Terms and Conditions

1. Introduction, Acceptance, Definitions and Modifications

These Terms and Conditions (the "T&Cs") address your use of the marketing solution and tools (the "Solution") developed and owned by Dilypse International Inc. ("Dilypse"). These T&Cs are entered into between Dilypse and the entity ("Customer" or "you") identified in Dilypse's contract (the "Contract"). These T&Cs come into effect on, and all the terms herein shall be deemed accepted by, the last date of signature of the applicable Contract. These T&Cs and all signed Contracts constitute a legal and binding agreement between Dilypse and Customer (the "Agreement").

The Solution is owned and operated by Dilypse International Inc., a Quebec corporation located in the province of Quebec, Canada with a registered office at 800-2000 De l'Éclipse, Brossard, Québec, J4Z 0S2, Canada. Where this Agreement refers to "Dilypse", it may refer to Dilypse International Inc. and/or its affiliates, and their respective shareholders, officers, directors, employees, agents, partners, principals, representatives, successors, and assigns (collectively "Representatives"), depending on the context. Any reference to "we", "our", or "us" in this Agreement shall also refer to Dilypse and/or its Representatives.

You can access our Solution by signing in to your account on (i) our website https://www.app.dilypse.com/, including all subdomains, present and future (the "Website"); or (ii) our mobile app "Dilypse" for iOS and Android (the "Application"). Dilypse is available on the handheld or tablet device onto which you downloaded the Application (your "Device").

Additional definitions shall be made throughout these T&Cs, but they will be recognizable as they will be capitalized, bolded and in quotation marks.

2. Contacting Us

If you have any questions about these T&Cs, please contact contact@dilypse.com. If you have any questions regarding the Solution, please contact us at support@dilypse.com.

3. License Grant

Subject to these T&Cs and any additional terms in the Contract, Dilypse grants you a non-exclusive, personal, non-transferable, revocable license, without the right to sublicense, to access and use the Solution for the Subscription Term (as defined below).

4. Users

You are responsible for all use and misuse of the Solution by your employees, contractors or consultants (collectively, the "Users"), or their breach of the terms of the Agreement, and you shall indemnify Dilypse for any damages, costs and expenses suffered as a result of such use, misuse or breach.

5. Support Services and Maintenance

5.1 Support Services. Dilypse shall provide support services in connection with the Solution (the "Support Services"). Support Services are available in the form of email support at support@dilypse.com and in-app chat support. The Support Services are available from Monday to Friday, 9 am to 5 pm EST, excluding public holidays in the United States and Canada.

5.2 Maintenance. From time to time, the Solution (or any portion thereof) may be unavailable for brief periods of time for maintenance and/or modifications to the Solution. While Dilypse will endeavour to make this unavailability as brief as possible, Dilypse and its Representatives shall not be held liable for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of the normal functioning of the Solution and disclaims any responsibility thereto.

6. Customer Responsibilities

6.1 Security. It is your responsibility to (i) ensure the confidentiality of the Users' user identifications and passwords for accessing the Solution; (ii) restrict and protect access to your equipment (hardware and software) required to access and use the Solution; (iii) have and maintain in place Malicious Code protection software and security for all of your systems and data, including firewalls, passwords, physical security and access control policies. For the purpose of these T&Cs, "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

6.2 Privacy and Personal Data. You represent and warrant that (i) you will comply with all applicable privacy, data protection, and anti-spam laws and regulations, including with respect to (A) the collection, use, processing, disclosure, and handling of personal data, and (B) the sending of commercial electronic messages; (ii) in accordance with all applicable privacy and data protection laws, you are authorized (having provided all necessary notices and obtained all required consents) to (A) disclose any personal data (of Users, customers, or otherwise) that you disclose or otherwise provide to Dilypse, and (B) send emails and text messages to your own customers using the Solution; and (iii) you will promptly notify Dilypse of any data breach or security incident affecting personal data processed in connection with the Solution.

7. Restrictions

Any right to use or exploit the Solution not expressly licensed to you in the Agreement is strictly prohibited and all rights not expressly set out in the Agreement are reserved by Dilypse. You will take all reasonable measures to prevent the Solution from being accessed or used by anyone other than the Users. Except as provided herein, you may not (i) loan, rent, lease, transfer, convey, assign, sell or distribute the Solution or grant sublicenses for the Solution or any part thereof; (ii) modify, combine or distribute the Solution (or any part thereof) with any other software or code in a manner which would subject the Solution to open source license terms; (iii) use the Solution to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material (including Customer Data, as defined below in Section 15.2) in violation of third party privacy rights; (iv) use the Solution to store or transmit Malicious Code; (v) interfere with or disrupt the integrity or performance of the Solution; (vi) copy, frame or mirror any part or content of the Solution, other than copying or framing on your own intranets or otherwise for your own internal operational purposes; (vii) reverse engineer, decompile or disassemble the Solution or attempt to gain unauthorized access to the Solution or Dilypse's systems or networks; (viii) modify the Solution's Computer Code (as defined below in Section 15.1); or (ix) use or access the Solution in order to build a competitive product or service, or copy any features, functions or graphics of the Solution.

8. General Code of Conduct for Use of the Marketing Tool

In addition to the more specific rules found elsewhere in these T&Cs, by virtue of the license granted to you herein, you agree to:

(i) Not use the Solution in any manner that in any way violates these T&Cs, the Contract or any other applicable Dilypse policy that is made available to you in writing;

(ii) Not harvest or scrape any content from the Solution;

(iii) Not use the Solution in any manner that violates any intellectual property rights of Dilypse or any third party;

(iv) Not use the Solution for purposes other than marketing activities;

(v) Not use the Solution in any manner to propagate spam, including, but not limited to, unsolicited advertising or bulk electronic mail or messages, including to link to spam or phishing websites;

(vi) Not: (1) take any action that imposes or may impose (as determined by Dilypse in its sole discretion) an unreasonable or disproportionately large load on Dilypse's (or its third party providers') infrastructure; (2) interfere, or attempt to interfere, with the proper functioning of the Solution; (3) bypass any measures Dilypse may use to prevent or restrict access to the Solution or any element thereof; or (4) use manual or automated software, devices, or other processes to "crawl" or "spider" any page or portion of the Solution;

(vii) Not interfere with any third party's use or enjoyment of the Solution;

(viii) Not do anything or encourage conduct that would constitute a criminal offense or give rise to civil liability, or is in any way unlawful, abusive, illegal, fraudulent, or harmful to any third party;

(ix) Not attempt to do any of the foregoing prohibitions; and

(x) Use the Solution in good faith, and in compliance with all applicable local, provincial or state, national, and international laws (including applicable anti-spam laws and regulations), as well as all standards of professional practice applicable to you.

9. Privacy Policy

Our privacy policy, available on our Website, explains how Dilypse treats your personal data and protects your privacy when you use the Solution on the Website or via the Application (the "Privacy Policy"). By using the Solution or by installing and accessing the Application, you explicitly agree to the use of your personal data in accordance with the Privacy Policy, which may be updated from time to time.

Dilypse processes personal data in accordance with applicable privacy legislation, including Quebec's Act Respecting the Protection of Personal Information in the Private Sector (Law 25) and, where applicable, the General Data Protection Regulation (GDPR).

10. Device Requirements

You must make sure that you update your Device's operating system regularly in order to have access to the Application's full functionalities. If you do not update your Device's operating system (or the Device itself) on a reasonably regular basis, your Device may not have the required hardware or software to run the Application. Dilypse and its Representatives will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from your inability to use the Application because of your Device not having sufficient hardware or software to use the Application, and disclaims any responsibility in this regard.

11. Use of the Application

11.1 License. The Application is licensed, not sold. Dilypse grants you the non-exclusive, non-transferable, non-sublicensable, limited right and license to install and use the Application solely and exclusively for your personal use on your Device, or the use of any other third party with access to the Device that you control and with your permission, and as permitted by the usage rules set forth in the App Store Terms and Conditions for the iOS Application or the Google Play Terms of Service for the Android Application. The iOS App Store or Google Play or any other distributor for apps may be referred to in these T&Cs as a "Third-Party Application Distributor".

11.2 Use. You may not use the Application in any manner that could damage, disable, overburden, or impair the Application (or servers or networks connected to the Application), nor may you use the Application in any manner that could interfere with any other party's use and enjoyment of the Application (or servers or networks connected to the Application).

11.3 Liability. You agree that you are solely responsible for (and that Dilypse has no responsibility to you or to any third party for) your use of the Application, any breach of your obligations under the Agreement, and for the consequences (including any loss or damage, direct or indirect) of any such breach. Where a third party uses the Application on your Device with your permission, you are solely responsible for conforming to the Agreement and any breach thereof shall be your responsibility. Where a third party gains control of your Device without your permission, we strongly suggest taking action (especially a remote wipe or other procedure to lock out your Device), as Dilypse cannot be held responsible for any misuse of, or damage to, your Device (whether in relation to the Application or not) in such circumstances.

12. Accessing and Downloading the iOS Application from the Apple App Store, and Related Acknowledgements

You acknowledge and agree that (i) the Agreement is concluded between you and Dilypse only, and not Apple; and (ii) Dilypse, not Apple, is solely responsible for the iOS Application and content thereof. Your use of the iOS Application must comply with the Apple Media Services Terms and Conditions, which you are responsible for reviewing from time to time.

You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS Application.

Apple will have no warranty obligation whatsoever with respect to the iOS Application. As between Dilypse and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Dilypse, or as further specified and limited hereinafter.

You and Dilypse acknowledge that, as between Dilypse and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the iOS Application or your possession and use of the iOS Application, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

You and Dilypse acknowledge that, in the event of any third-party claim that the iOS Application or your possession and use of the iOS Application infringes that third party's intellectual property rights, Dilypse, not Apple, shall be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, as specified elsewhere in the Agreement.

You and Dilypse acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the iOS Application, and that, upon your acceptance of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement, as related to your license of the iOS Application, against you, as a third-party beneficiary thereof.

You acknowledge that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Without limiting any other term in the Agreement, you must comply with all applicable third-party terms of agreement when using the Application.

You acknowledge that updates to the iOS Application are subject to the approval of Apple, and Dilypse and its Representatives shall not be held responsible for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from any delay in the approval of updates by Apple.

13. Solution Availability

Subject to service availability from Dilypse's hosting providers, Dilypse will use reasonable commercial efforts to ensure that you have access to the Solution at all times. Dilypse targets a service availability of 99.5% measured on a monthly basis, excluding scheduled maintenance windows.

Notwithstanding the foregoing, you acknowledge and agree that Dilypse may suspend your access to or use of the Solution (i) for routine maintenance (as detailed above in Section 5.2); (ii) if Dilypse detects fraud, a security breach or any other similar threat that causes, or that could cause, in Dilypse's reasonable opinion, damage to the Solution or any Customer Data; or (iii) if Dilypse's hosting providers suspend their services to Dilypse. Any suspension by Dilypse of the Solution in application of this section shall not release you from your payment obligations under the applicable Contract. Dilypse will use commercially reasonable efforts to (a) minimize interruptions for routine maintenance and to schedule such maintenance at non-peak hours; and (b) in connection with point (ii) above, restore your access to the Solution as soon as possible after the suspension. In addition, you acknowledge and agree that, as the Solution is accessible via the internet, it is therefore subject to limitations, security vulnerabilities, delays and other problems inherent to the operation of the internet and other electronic communications and that Dilypse and/or its licensors will not be liable or responsible to you for any such delays, interruptions, security problems, delivery failures or other damage resulting from such problems.

14. External Links

From time to time, Dilypse may provide links to other websites or services. Links made available to you via the Solution may take you to websites or services not covered by these T&Cs. When you access third party resources on the internet in this manner, you do so at your own risk. Dilypse provides such links as a convenience to you and Dilypse takes no responsibility for your use of those other websites or services or the protection of your privacy (including collection of your personal data) on those other websites or services. We encourage you to check the terms of use and/or privacy policy of any website or service you visit. Dilypse does not make any claim or warranty whatsoever about the content of the websites or services to which we link, or any products or services available through those websites or the third parties operating those websites.

15. Intellectual Property

15.1 Proprietary Solution. You acknowledge that: (i) the Solution contains proprietary and confidential information that is protected by applicable intellectual property and other laws; and (ii) Dilypse, its Representatives and/or third parties (via license or otherwise) own all rights, title, and interest in and to the Solution and content that may be presented or accessed through the Solution (with the exception of Customer Data, as defined and described below), including, without limitation, all Intellectual Property Rights therein and thereto. All rights not specifically granted under the Agreement are reserved to Dilypse and its licensors. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, any and all other proprietary rights and any and all applications, renewals, extensions, and restorations thereof, now or hereafter in force and effect worldwide, whether registered or not.

The content, arrangement and layout of the Solution, including, but not limited to, its photos, videos, audio, trademarks, logos, layout, design, images, text (in the form of plain text, HTML or PDFs) and Computer Code are proprietary to Dilypse, either owned or under license, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled, or otherwise used without the express permission of Dilypse, or as permitted by these T&Cs. Any unauthorized use of the content, arrangement or layout of the Solution or its Computer Code, logos, layout, design, images, text or trademarks or any portion of or derivative works thereof, may violate civil or criminal laws, including, but not limited to, intellectual property laws, and Dilypse may take action accordingly.

The above paragraph further applies to third party property used as part of the Solution, including, but not limited to, third party Computer Code or third-party websites. For the purposes of the present section, "Computer Code" includes, but is not limited to, source code in any programming language, object code, frameworks, CSS, PHP, JavaScript or similar files, templates, modules, or any similar files, and related documentation.

15.2 Customer Data. Dilypse acknowledges and agrees that you own all rights, title and interest in and to Customer Data, including all Intellectual Property Rights related thereto. For the purpose of the Agreement, "Customer Data" means all the electronic data or information, regardless of the format, that is (i) submitted by you, entered or processed via the Solution; or (ii) provided by you to Dilypse to be used in connection with the Solution.

15.3 Feedback. If you choose to communicate to Dilypse (via any means) suggestions for improvements to the Solution or any idea or proposal related to Dilypse or its businesses or properties (collectively, "Feedback"), Dilypse shall own all rights, title, and interest in and to the Feedback and will be entitled to use the Feedback without restriction. You hereby irrevocably assign all rights, title, and interest in and to the Feedback to Dilypse and waive in favor of Dilypse, its successors and assigns all of your moral rights in the Feedback and agree to provide Dilypse such assistance as Dilypse may require to document, perfect and maintain Dilypse's rights to the Feedback. You acknowledge and agree that, by providing any Feedback to Dilypse, you are not entitled to any compensation or reimbursement of any kind from Dilypse under any circumstances.

16. Fees and Payment

16.1 Fees. You must pay the relevant license fees, and any other charges related to your access to the Solution, as stated in the applicable Contract (the "Fees").

16.2 Payment Terms. The payment terms are set out in the applicable Contract. Notwithstanding Customer's rights under articles 2125 through 2129 of the Civil Code of Quebec, which are hereby expressly waived by Customer to the maximum extent permitted by applicable law, all Fees paid or payable under the Agreement are non-refundable. All payments must be made in the full amount, free of any deductions or withholdings, and without exercising any right of set-off.

16.3 Price Increase. Dilypse may not increase the license Fees for the Solution more than once in any given calendar year. Dilypse will use commercially reasonable efforts to give you 60 days' written notice prior to the renewal of your Subscription Term of any price increase.

16.4 No Payment. If Dilypse has not received payment of the applicable Fees then, without prejudice to Dilypse's other rights and obligations, Dilypse may suspend or terminate your license to the Solution.

16.5 Interest. In addition to any other rights or remedies of Dilypse, any amount not paid by you when due shall bear interest at the rate that is the lesser of 1% per month (12% per annum) or the maximum rate allowable by law.

16.6 Currency. The Fees shall be paid in the currency specified in the applicable Contract and invoice.

16.7 Taxes. The Fees indicated in the applicable Contract do not include applicable sales taxes. However, all applicable taxes will be included on Dilypse's invoice and you shall be responsible for the payment of all such taxes.

17. Term and Termination

17.1 Subscription Term. These T&Cs, and the accompanying license of the Solution, come into effect on the last date of signature of the Contract and shall remain in effect for the period identified in the applicable Contract (the "Initial Subscription Term"). The Agreement shall automatically renew thereafter for successive periods as long as the Initial Subscription Term (the "Renewal Subscription Term" and together with the Initial Subscription Term, the "Subscription Term") on the terms and conditions contained herein. Dilypse shall send a renewal reminder notice to Customer at least 60 days before the end of the then-current Subscription Term. You may choose not to renew your Initial Subscription Term or subsequent Renewal Subscription Term (as the case may be) by providing at least 30 days' prior written notice of your intended nonrenewal to Dilypse.

17.2 Termination. Each party may terminate the Agreement at any time: (i) if the other party fails to perform any of its obligations under the Agreement and such failure is not remedied within 30 days from written notice thereof having been given to such defaulting party; or (ii) upon written notice to the other party, if such other party takes, or is required by any person with proper authority to take, any of the following actions: (a) an assignment, composition or similar act for the benefit of creditors; (b) an attachment or receiving of assets; (c) the filing of a petition for bankruptcy, insolvency or relief of debtors or the institution of any proceedings relating to bankruptcy, insolvency or relief of debtors; (d) committing or threatening to commit any act of bankruptcy; or (e) a winding-up, liquidation or dissolution of the business pursuant to an order of a court of competent jurisdiction.

17.3 Effect of Termination. Upon termination of the Agreement:

(i) You, and all of your Users, will cease to have access to the Solution;

(ii) Dilypse shall be entitled to the payment of any remaining Fees accrued as of the date of termination; and

(iii) You must delete any and all Confidential Information in your possession.

17.4 Data Retention. Dilypse retains data imported by the Client for a maximum period of 90 days for the purpose of executing survey campaigns. Upon termination of the Agreement, the Client has a period of thirty (30) days to export its Client Data. After this 30-day period, or once data has reached the 90-day retention limit, Dilypse will irrevocably delete the Client Data from its systems, unless otherwise required by applicable law. 

17.5 Recourse. The termination of the Agreement for any reason whatsoever will in no way affect Dilypse's rights and recourse against Customer, at law or in equity, for damages for failure to discharge an obligation under the Agreement.

17.6 Survival. Sections 7, 8, 15, 16, 17.3-17.6, 18, 19, 20 and 21 shall survive any termination of the Agreement.

18. Confidentiality

18.1 Use and Protection. You acknowledge that the Solution contains Intellectual Property Rights and proprietary information (as described in Section 15 above) which is the exclusive and valuable property of Dilypse, its Representatives or its licensors ("Confidential Information"). You will not, without the prior written consent of Dilypse, use the Confidential Information other than in connection with your access to or use of the Solution. You will treat the Confidential Information as confidential to and as the property of Dilypse and take reasonable and customary precautions to protect the confidential nature of the Confidential Information and to prevent disclosure of such Confidential Information to any such third party.

18.2 Limited Disclosure. You will not disclose Confidential Information to any third party, other than to your Users who have a need to know such Confidential Information for their use of the Solution. Prior to disclosing Confidential Information to any User, you shall ensure that (i) such User is bound by confidentiality obligations that are substantially similar to those contained in these T&Cs; and (ii) such User is made aware that all Confidential Information is the confidential and proprietary material of Dilypse, its Representatives or its licensors. You shall remain responsible to Dilypse for any disclosure or use of Confidential Information by your Users contrary to the provisions hereof.

18.3 Exception. The restrictions imposed by this Section 18 shall not apply to the disclosure of Confidential Information which (i) is now, or which hereafter, through no act or failure to act on your part, becomes generally known or available to the public without breach of these T&Cs; (ii) is known to you at the time of disclosure of such Confidential Information, provided that you can satisfactorily demonstrate such prior knowledge by appropriate written records and provided that such knowledge was not gained from third parties through breach of confidentiality; (iii) is hereafter furnished to you in good faith by a third party without breach by such third party, either directly or indirectly, of an obligation of confidentiality to Dilypse; or (iv) is approved for such use or disclosure by written authorization of Dilypse.

18.4 Legal Disclosure. If you receive a request or are required by law to disclose all or any part of Dilypse's Confidential Information, you shall, to the extent permitted by law: (i) immediately notify Dilypse of the existence of, and the terms and circumstances surrounding, the request or requirement; (ii) consult with Dilypse on the advisability of taking legally available steps to resist or narrow the request or lawfully avoid the requirement; and (iii) at Dilypse's request and cost, take all necessary steps to seek a protective order or other appropriate remedy.

18.5 Privacy Officer. In accordance with Law 25, Dilypse has designated a Privacy Officer responsible for overseeing compliance with this Policy and applicable laws. For any questions, or requests for access, rectification, or deletion of your personal data, please contact our executive team at the following email address: contact@dilypse.com. We commit to processing any written request within a maximum of 30 days.

19. Warranty Disclaimer

19.1 Disclaimer. EXCEPT TO THE EXTENT SET FORTH IN THE AGREEMENT, DILYPSE EXPRESSLY DECLINES, ON ITS OWN BEHALF AND ON BEHALF OF ITS REPRESENTATIVES, ANY AND ALL EXPRESS, LEGAL OR IMPLICIT REPRESENTATIONS, WARRANTIES AND CONDITIONS NOT CONTAINED HEREIN, INCLUDING REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, QUALITY AND ACCURACY. IN PARTICULAR, DILYPSE EXPRESSLY DECLINES THE FOLLOWING AND MAKES NO REPRESENTATION OR WARRANTY IN THESE REGARDS: (I) THE FACT THAT THE SOLUTION WILL MEET YOUR OPERATIONAL REQUIREMENTS; (II) THE FACT THAT THE OPERATION OF THE SOLUTION WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE OR RELIABLE; AND (III) THE FACT THAT ALL PROGRAMMING OR SERVICE ERRORS CAN BE CORRECTED OR FOUND IN ORDER TO BE CORRECTED.

19.2 Other Limitations. Dilypse will have no responsibility for any Solution that has been modified or damaged by accident, abuse, or misapplication. No Dilypse Representative, nor any other third party, is authorized to make any warranty with respect to the Solution, other than those expressly stated in the Agreement, and you may not rely on any such unauthorized warranty.

20. Limitation of Liability; Indemnification

20.1 Exclusion of Certain Damages. Dilypse shall not be liable and assumes no responsibility for any loss or damage arising, directly or indirectly, from your omission to comply with, or any breach of, your obligations hereunder.

20.2 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT MAY DILYPSE, ITS REPRESENTATIVES OR ITS LICENSORS (I) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXTRAORDINARY, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES; OR (II) FOR LOSS OF REVENUE OR PROFITS, LOSS OF TIME, LOSS OF OR CORRUPTION TO DATA, LOSS OF USE, BUSINESS INTERRUPTION, DEPLETION OF GOODWILL OR ANY OTHER FINANCIAL LOSS, ARISING DIRECTLY OR INDIRECTLY FROM THE AGREEMENT, OR CAUSED BY THE SOLUTION, OR THE MISUSE OR INABILITY TO USE THE SOLUTION, EVEN IF DILYPSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DILYPSE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES OR COSTS INCURRED IN CONNECTION WITH OBTAINING SUBSTITUTE SOFTWARE OR PRODUCTS OR RECEIVING SUPPORT SERVICES FROM ANY THIRD PARTY BESIDES DILYPSE. THIS FOREGOING LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION: WHETHER IN CONTRACTUAL LIABILITY, APPLICATION OF THE WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY OF MANUFACTURERS AND VENDORS, STRICT CIVIL LIABILITY OR UNDER ANY OTHER LEGAL THEORY.

20.3 Amount Limitation. THE OVERALL LIABILITY OF DILYPSE IN RESPECT OF ANY CLAIMS BY YOU OR BY ANY OTHER PERSON IS LIMITED TO AN AMOUNT EQUAL TO THE FEES ACTUALLY PAID BY YOU TO DILYPSE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT FROM WHICH THE LIABILITY ARISES.

20.4 Claims for Infringement. If all or any portion of the Solution is, in Dilypse's opinion, likely to or otherwise does become the subject of a claim for infringement of any Intellectual Property Rights, Dilypse may, at its option and its sole cost and expense, either: (i) procure in your favour the right to use the same as contemplated herein; (ii) modify the same to become non-infringing, provided that any such modification does not materially impair the ability of the Solution, or any part thereof, to perform in accordance with the intended use of the Solution; or (iii) replace the infringing part of the Solution with compatible and functionally equivalent features. If, in Dilypse's reasonable opinion, it is not commercially reasonable for it to comply with either of (i), (ii) or (iii) above, Dilypse may, upon written notice to you, terminate the Agreement and reimburse you for the affected part of the Solution. The remedies set forth in this Section 20.4 are Dilypse's sole obligations and your sole remedy in the event of a potential infringement or a claim for infringement relating to the Solution.

20.5 Indemnification. You shall defend Dilypse and its Representatives (the "Customer Indemnified Parties") from and against any claim, demand, suit or proceeding made or brought against a Customer Indemnified Party by a third party alleging that Customer Data or Customer's use of the Solution (i) is in breach of the Agreement; (ii) infringes or misappropriates its Intellectual Property Rights or any other rights of a third party; or (iii) violates applicable law (a "Claim"), and shall indemnify and hold harmless the Customer Indemnified Parties from any loss, claim, damage, cost, expense and other liability (including reasonable lawyers' and expert's fees and expenses) that any Customer Indemnified Party incurs as a result of or in connection with such Claim. Dilypse must: (a) promptly give you written notice of the Claim; (b) give you sole control of the defense and settlement of the Claim (provided that you may not settle any Claim, unless the settlement unconditionally releases the Customer Indemnified Parties of all liability); and (c) provide to you all reasonable assistance, at your expense.

21. Artificial Intelligence and Automated Processing

The Solution may incorporate artificial intelligence, machine learning algorithms, or other automated processing technologies to provide certain features and functionalities. You acknowledge and agree that: (i) outputs generated by such technologies are provided on an "as is" basis and may not be fully accurate, complete, or error-free; (ii) you are solely responsible for reviewing, verifying, and validating any AI-generated outputs before relying on them for business decisions; (iii) Dilypse may use aggregated and anonymized Customer Data to improve its AI models and the Solution, provided that such data cannot be used to identify you or any individual; and (iv) Dilypse will provide reasonable transparency regarding the use of AI within the Solution upon written request.

22. General

22.1 Entire Agreement. These T&Cs, together with all applicable Contracts, constitute the entire agreement between you and Dilypse with respect to your use of the Solution, superseding any prior agreements between you and Dilypse.

22.2 Modifications to these T&Cs. Dilypse reserves the right to make any non-material change to these T&Cs at any time and without prior notice. The latest version of these T&Cs can always be found at https://www.app.dilypse.com/terms. It is Customer's responsibility to check these T&Cs periodically for any changes. If Dilypse wishes to implement any material change(s) to these T&Cs, Dilypse shall notify you at least 14 days prior to such change(s) coming into effect. Your use of the Solution following this 14-day notice period constitutes acceptance of any change(s).à

22.3 Excluded from this Agreement. Any Customer request for customizations or modifications to the Solution is outside the scope of these T&Cs and may be subject to additional professional services fees. Please contact Dilypse directly with any request for customization or modification.

22.4 Force Majeure. If Dilypse's performance is prevented or delayed by reason of any Force Majeure event, Dilypse shall be excused from performance of its obligations hereunder to the extent that it is prevented or delayed thereby during the continuation of such causes. Dilypse's obligations hereunder shall be suspended for so long as, and to the extent that, such Force Majeure event prevents or delays its performance. Dilypse shall give you written notice of the commencement of a Force Majeure event. If, within 30 days after giving you written notice of a Force Majeure event, Dilypse is unable to (i) resume performance; or (ii) provide reasonable assurance that it will resume performance reasonably soon, then you may terminate the Agreement upon 15 days' written notice. For the purpose of this Agreement, "Force Majeure" means any circumstances beyond Dilypse's reasonable control, including, but not limited to, natural disasters, acts of government, floods, fires, earthquakes, utility and infrastructure failures, pandemics, epidemics, forceful government interventions such as government-mandated quarantines, publicly declared states of emergency, civil unrest, terrorism, strikes or other labour problems, internet service provider failures or delays, cyberattacks, denial of service attacks, supply chain disruptions, or sanctions or export restrictions imposed by governmental authorities.

22.5 Governing Law; Jurisdiction. The Agreement will be governed by, interpreted and construed in accordance with the laws of the province of Québec, Canada and the laws of Canada applicable therein, other than rules governing conflicts of laws. Dilypse and Customer agree that any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be submitted to the exclusive jurisdiction of the courts of the province of Quebec, Canada. The foregoing choice of jurisdiction and venue shall not prevent Dilypse from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

22.6 Language. In the event of a discrepancy between the English and French versions of these T&Cs, the English version shall prevail.

22.7 No Third-Party Beneficiaries. Except as expressly set out in the Agreement, a person who is not a party to the Agreement will have no right to enforce any term of the Agreement.

22.8 Assignment and Successors. You shall not assign, delegate or otherwise transfer this Agreement, in whole or in part, directly or indirectly, by operation of law, merger, acquisition, or otherwise, without Dilypse's prior written consent; any purported assignment in violation of this section is void. Dilypse may freely assign, novate or otherwise transfer this Agreement, in whole or in part, without your consent, including in connection with a merger, acquisition, reorganization, change of control, or the sale or transfer of all or substantially all of its assets or business, and may subcontract any of its obligations under this Agreement, provided that any such subcontracting will not relieve Dilypse of its obligations to you. Dilypse will notify you of any such assignment by any reasonable means (including by posting notice within the Solution or on its website). This Agreement binds and benefits the parties and their respective permitted successors and assigns.

22.9 Severability. If any of the provisions contained in the Agreement are found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not be in any way affected or impaired hereby.

22.10 Waiver. The failure of Dilypse to enforce any provision of the Agreement shall not constitute a waiver of such provision or of Dilypse's right to enforce such provision and every other provision.

22.11 Compliance with Laws. Each party shall comply with all applicable laws, regulations, and governmental orders in connection with its performance under this Agreement, including, without limitation, all applicable export control laws, sanctions, and anti-corruption laws.