Updated June 2026
1. General
1.1 Introduction
These Master Terms and Conditions (“Master Terms”) apply to and form part of each Order Form and Statement of Work that incorporates and references these Master Terms and that is entered into between (a) the DataDis legal entity identified on such Order Form or Statement of Work (“DataDis”, “our,” “we”, and “us”) and (b) the customer identified on such Order Form or Statement of Work (“Customer,” “you” and “your”). DataDis and Customer may each be referred to as a “Party,” and together, as the “Parties”.
The Order Form, together with these Master Terms, and, if applicable, any Statements of Work, amendments, addendums, exhibits and schedules thereto, are collectively referred to as the “Agreement”. In the event of any conflict or inconsistency, these Master Terms shall govern unless expressly stated otherwise in the applicable Order Form or Statement of Work.
The version of these Master Terms in effect as of the date the Parties enter into an applicable Order Form or Statement of Work shall govern and be binding with respect to that Order Form or Statement of Work, notwithstanding any subsequent or update to these Master Terms. Supplier may update these Master Terms from time to time in its discretion, and any such updated version shall apply only to Order Forms, Statements of Work, or renewals entered into after the effective date of the updated version, unless the Parties expressly agree otherwise in writing.
PLEASE READ THESE MASTER TERMS CAREFULLY, AS THEY FORM PART OF A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US FOR THE SOFTWARE, HARDWARE, AND/OR SERVICES SPECIFIED ON THE ORDER FORM OR ON THE STATEMENT OF WORK ENTERED INTO BETWEEN YOU AND US, AS MAY BE APPLICABLE.
BY SIGNING THE ORDER FORM OR THE STATEMENT OF WORK INTO WHICH THESE MASTER TERMS ARE INCORPORATED BY REFERENCE, THE PERSON SIGNING ON YOUR BEHALF REPRESENTS AND WARRANTS THAT THEY HAVE READ AND UNDERSTOOD THESE MASTER TERMS AND THAT THEY HAVE THE CORPORATE AUTHORITY TO BIND YOU.
1.2 Definitions
1.2.1
“Affiliate” means, with respect to any entity, any other entity which directly or indirectly controls, is controlled by, or is under common control with such entity. As used herein, “control” means the power to direct the management or affairs of an entity, or direct or indirect ownership of more than fifty per cent (50%) of the voting rights of the entity, and “controlled by” and “under common control with” have correlative meanings.
1.2.2
“Order Form” means a written order form issued by DataDis and accepted by Customer that specifies the details of the Software licence granted to Customer, the Services ordered, and/or the Products purchased or provided as accessories to the Software. Each Order Form shall include, at a minimum, the quantities, pricing, and the term, including where applicable, the term of each Subscription, along with any additional applicable terms and conditions.
1.2.3
“Products” means hardware products, parts and accessories sold to you or provided to you for your use in connection with a Subscription, as provided in an Order Form.
1.2.4
“Services” means any implementation, configuration, installation, and/or set-up services, training services, or other professional services provided by us to you as described in an Order Form or as may be described in a SOW.
1.2.5
“Statement of Work” or “SOW” means a written document executed by both Parties under these Master Terms, pursuant to which the Parties agree on the provision of additional or supplemental Services, and that defines the specific scope, deliverables, milestones, timelines, fees, and/or any additional terms applicable to such Services to be performed by DataDis for the Customer. Each SOW shall reference these Master Terms and shall be deemed incorporated herein by reference.
1.2.6
“Software” means the object code version of any software, library, utility, tool, or other computer or program code as well as the related documentation, whether locally installed on your systems (“On-Premise Software”) or provided as a service through the Internet or other remote means such as websites, portals, and “cloud-based” solutions (collectively, “Hosted Software”). Software also includes (a) firmware or other software pre-installed on a Product sold to you or provided to you for use through a Subscription, under an Order Form and (b) software and firmware of DataDis which may be later loaded to such Product.
1.2.7
“Subscription” means a limited right to use Software (whether as a standalone application or as a service), and/or other service-based products for a fixed term, as specified pursuant to an Order Form.
1.2.8
“ACH” means automated electronic payment products.
1.2.9
“User” means a person who is authorized by Customer to access and use the Software, provided that the total number of Users concurrently accessing the Software does not exceed the number of concurrent users specified in the applicable Order Form.
2. Grant of Rights
2.1 Software Subscriptions
Subject to the terms and conditions contained herein, for each Subscription purchased pursuant to an Order Form, we hereby grant you a limited, non-exclusive, non-assignable, non-sublicensable, and non-transferable right to access and use the Software and/or Products governed by your Subscription for the Subscription term specified in the applicable Order Form, and solely for your internal business operations.
For On-Premise Software, the foregoing right includes a non-exclusive, non-transferable licence to install and use the Software on your internal systems during the applicable term provided in the Order Form. For Hosted Software, the foregoing right is limited to the right to access and use the Hosted Software during the applicable term in the Order Form.
Your Subscription is exclusively restricted to use by you and your authorized Users. You may authorize any number of Users, provided that the total number of Users concurrently accessing and using the Software does not exceed the number of concurrent user licenses specified in the applicable Order Form at any time during the Subscription term. No third party is authorized to access or use the Software under your Subscription. You and your personnel must generate unique login credentials for each User, maintain the confidentiality of all login credentials, and ensure that login credentials are not shared or used simultaneously by more than one User.
If you become aware that any User login credentials have been disclosed or compromised, you must notify us immediately. You are solely responsible for any unauthorized or harmful access to your account(s) and/or data, or any breach of the Agreement, resulting from login credentials issued to or by you, and you agree to hold us harmless from any resulting liabilities or damages.
2.2 Restrictions
The rights of Customer to use the Software and Products pursuant to the Subscription are limited to Customer’s own internal business needs. There are no implied licences and DataDis reserves all rights not expressly granted to Customer under the Agreement.
Without limiting the generality of the foregoing, you will not, nor will you cause or authorize any Affiliate, User, employee, consultant, contractor, mandatary, agent or other third party to:
- use the Software or Products for any purpose outside the scope of the rights expressly granted under the Agreement;
- transfer, publish, disclose, display, assign, or otherwise make available the Software or the Products, or related materials to any third party, except to the extent strictly necessary for your authorized internal business use;
- copy, modify, tamper with, alter, create derivative works of, sublicense, sell, lease, loan, rent, convey, hypothec, pledge as security, otherwise encumber, or act as a service provider with respect to the Software, or the Products, or related materials;
- reverse engineer, decompile, translate, or adapt the Software or the Products or related materials in an attempt to reconstruct or discover the design, source code, or algorithms thereof;
- use the Software, the Products, or related materials in a manner that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates applicable laws, rules, regulations, codes, or ordinances.
These restrictions apply to all forms of access and use, and any violation shall constitute a material breach of the Agreement.
3. Services
We will use commercially reasonable efforts to perform the Services for you or on your behalf, as set forth in one or more Order Form(s) or, if applicable, Statements of Work (“SOW’s). Each Order Form and SOW will be in writing, signed by both Parties, and will automatically be incorporated by reference into and made a part of the Agreement.
For each SOW, each Party will designate a representative (“Project Manager”) to serve as the primary day-to-day point of contact regarding that SOW. A Party may change its designated Project Manager upon notice to the other Party.
The fees for Services will be specified in each Order Form and SOW. Unless expressly stated otherwise in an Order Form or SOW, fees for Services will be charged on a time-and-materials basis at the hourly rates set forth therein, billed based on the actual number of hours worked, regardless of any estimates provided in the SOW. Any such estimates are provided for planning purposes only and are non‑binding.
3.1 Change Orders
Services provided will be limited to the in-scope Services defined in the applicable Order Form and, if applicable, SOW. Any additional or supplemental work beyond, or changes to, the scope of Services in an Order Form or SOW will require a mutually agreed-upon change order (“Change Order”). Each Change Order will specify the revised scope, any additional applicable fees, and any other impacts to the Order Form or SOW, such as adjustments to timeframes. Either Party may request a Change Order. If both Parties agree to proceed with the proposed changes, we will prepare a Change Order and provide it to you for review. A Change Order will become effective only upon mutual written execution by both Parties. No Order Form or SOW shall be deemed altered, amended, enhanced, or otherwise modified except through a fully executed Change Order. All Change Orders must be in writing and signed by both Parties to be valid.
3.2 Travel Costs
DataDis will not incur any travel costs without first obtaining your prior written consent and approval for such travel. Travel costs will be calculated based on the distance from either our head office or the office of the assigned personnel, whichever is closer to your location.
You agree to reimburse DataDis for all reasonable and necessary travel expenses incurred in connection with the performance of the Services under an Order Form or Statement of Work, including, but not limited to, transportation (e.g., airfare, car rental, mileage), lodging, meals, and any other reasonable incidental expenses directly related to the Services, such as parking, tolls, and communication costs. All such travel-related costs will be invoiced to you at actual cost, subject to applicable receipts and documentation, unless otherwise agreed in writing.
These travel costs will be payable in accordance with the payment terms set forth in the applicable Order Form or Statement of Work.
3.3 Customer Obligations
You agree to cooperate reasonably and in good faith with DataDis in the performance of Services, including but not limited to the following obligations:
(a) Access and Resources: You will provide DataDis with timely access to your personnel, facilities, systems, information, and other resources as reasonably necessary for the performance of Services. You shall ensure that such access complies with your internal policies and security requirements.
(b) Project Manager: You will appoint a qualified Project Manager who will serve as your primary point of contact and who will have the authority to make decisions on your behalf regarding the Services.
(c) Data and Materials: You will provide accurate, complete, and timely data, documents, instructions, specifications, or other materials reasonably requested by DataDis for the performance of Services. You represent that you have all necessary rights to provide such materials.
(d) Timely Reviews and Approvals: You will respond promptly to DataDis’s requests for instructions, decisions, information, reviews, and approvals. Delays in receiving such responses may impact delivery timelines, for which DataDis will not be held responsible.
(e) Infrastructure: You are solely responsible for procuring, maintaining and supporting all necessary internal technology infrastructure, internet connectivity, and third-party software licenses required to access and use the Software and the performance of the Services.
(f) Issue Reporting: You agree to promptly report any errors, defects, or support issues and to provide DataDis with reasonable assistance in reproducing and diagnosing such issues.
(g) Training and Adoption: You will ensure that your Users complete all training reasonably required for effective use of the Software and Services, and that they comply with the usage requirements set forth in this Agreement.
Failure to fulfill your obligations under this Section may result in delays, additional fees, or adjustments to the scope or schedule of the Services. DataDis shall not be liable for any delays, failures or deficiencies in the Services resulting or arising from your failure to perform your obligations in a timely and cooperative manner.
3.4 Support and Services Levels
The support services to be provided by DataDis, including applicable support hours and support processes, may be specified in an applicable Order Form or Statement of Work, and shall be provided in accordance with the DataDis Customer Support & Service Levels Policy, which is available at: [insert link]
4. Fees and Charges
Fees and charges for Subscriptions, Services and Products will be set forth in each Order Form or SOW. Subscription fees and other recurring fees are invoiced in advance at the start of the billing cycle. Services fees, usage-based charges (e.g., on-demand services), and service fees that are prorated by us for usage less than the full billing cycle are billed in arrears at the end of the billing cycle.
Invoices are sent electronically or by electronic mail, will be due thirty (30) calendar days from date of invoice, and will be paid in the currency specified in the Order Form, SOW or invoice by ACH, wire transfer or check.
We charge a Two Hundred Fifty Dollar ($250) fee for each check returned for insufficient funds. Any undisputed amount not paid when due shall bear interest at a rate equal to the lesser of 1.5% per month or the maximum rate permitted by applicable law. If you do not object in writing to an invoiced amount within thirty (30) calendar days of date of invoice, you will be deemed to have acknowledged the correctness of that invoice and to have waived your right to dispute that invoice. A dispute as to a portion of any invoice or amount owed will give you the right only to withhold or delay payment of only the disputed portion of that invoice or amount owed. You agree to be liable to us for all costs of collection of past due amounts (including administrative fees, collection agency fees and legal fees). You will use diligent good faith efforts to resolve any payment dispute within thirty (30) calendar days of raising the dispute.
4.1 Increases; Taxes and Charges
The fee for your Subscription will remain fixed for the subscription term specified in the applicable Order Form. Upon expiration of the subscription term, we may increase the Subscription fees, and any such increase will apply only upon renewal and be reflected in a subsequent Order Form. We may revise pricing from time to time for Subscriptions, Software, Services, Products, and accessories offered for future purchase, license, or subscription, but such changes will not affect the fees applicable to any existing Subscription during its current term.
Our stated prices and fees may not include applicable sales taxes, including without limitation goods and services taxes (GST), Quebec sales tax (QST), export or import charges, surcharges, or similar fees, all of which are your responsibility. Unless you provide us with direct payment authority or a valid exemption certificate for the applicable jurisdiction, you agree to pay all such taxes, charges, and fees invoiced by us in connection with the sale, delivery, or provision of Software, Subscriptions, Services, and Products.
5. Term and Terminaison
5.1 Term
The term of each Subscription and Service shall be as specified in the applicable Order Form or SOW.
5.2 Initial Term
Subject to the termination rights set forth herein, all Services and Subscriptions shall continue for the initial term provided in the Order Form or SOW (the “Initial Term”).
5.3 Renewal
Unless otherwise specified in an Order Form or SOW, upon expiration of the Initial Term, the Order Form or SOW shall automatically renew for successive twelve (12) month periods (each, a “Renewal Term”). Either Party may prevent renewal by providing the other Party with at least sixty (60) days’ prior written notice of its intent not to renew.
5.4 Termination and Suspension
In addition to any other express termination right set forth in the Agreement, DataDis may terminate or suspend an Order Form or SOW, effective on written notice to the Customer, if (i) Customer fails to pay any amount when due and such failure continues for more than sixty (60) days after DataDis’ delivery of written notice thereof; (ii) Customer is in material breach of any of its obligations, including Sections 2.2 (Restrictions) or 6 (Confidentiality); or (iii) Customer becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due, files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Any suspension shall remain in effect until the applicable breach is remedied to DataDis’ reasonable satisfaction, and DataDis shall have no liability to Customer for any suspension of Services or access implemented in accordance with this Section.
5.5 Effect of Termination
Upon termination or expiration of an Order Form or SOW, (i) subject to any provisions that expressly survive termination or expiration, and other than Customer’s payment obligations, each Party will cease performance of its obligations under that Order Form or SOW; (ii) where applicable, all rights and licences granted to Customer in respect of the Hosted Software and the Products shall immediately terminate; (iii) where applicable, Customer shall immediately uninstall and destroy or return the On-Premise Software, and (iv) all fees and expenses payable for Products, Software, and Services shall become immediately due and payable by Customer. For clarity, if an Order Form or Statement of Work is terminated prior to the expiration of an Initial Term or Renewal Term, Customer shall remain liable for payment of the full amount of fees payable for the remainder of such term, and no refunds or credits shall be provided as a result of termination.
5.6 Customer Waiver
Customer expressly waives the application of Article 2125 and Article 2129 of the Civil Code of Québec.
6. Confidential Information
For purposes of these Master Terms, “Confidential Information” means any non-public, proprietary, or confidential information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with any Order Form or Statement of Work. Confidential Information includes, but is not limited to:
(a) Business Information – Trade secrets, financial data, pricing, customer lists, marketing plans, business strategies, and operational processes.
(b) Technical Information – Software, source code, object code, algorithms, designs, specifications, architectures, documentation, research and development, and technical methodologies.
(c) Product and Service Information – Product roadmaps, unpublished features, testing results, prototypes, and performance data.
(d) Third-Party Information – Any information belonging to or received from a third party that the Disclosing Party is required to keep confidential.
(e) Other Information – Any other information identified as confidential at the time of disclosure or that, under the circumstances, a reasonable person would understand to be confidential.
6.1 Exclusions
Confidential Information does not include information that the Receiving Party can demonstrate:
(a) was publicly known and generally available prior to disclosure;
(b) becomes publicly known and generally available after disclosure through no wrongful act or breach of these Master Terms;
(c) was lawfully obtained from a third party without confidentiality obligations; or
(d) was independently developed without use of or reference to the Disclosing Party’s Confidential Information.
6.2 Obligations
The Receiving Party shall:
(a) use the Confidential Information solely for purposes of performing under these Master Terms, or an applicable Order Form or SOW;
(b) protect the Confidential Information with at least the same level of care as it uses to protect its own confidential information, but in no event less than reasonable care;
(c) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except as required by law or court order, in which case the Receiving Party shall promptly notify the Disclosing Party to allow an opportunity to seek a protective order; and
(d) not be prevented from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any government agency or court; provided, however, that before any such disclosure, the Receiving Party shall (a) assert the confidential nature of the Confidential Information; (b) immediately notify the Disclosing Party in writing of the order or request to disclose; and (c) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
6.3 Duration
The obligations of confidentiality under this Section shall remain in effect for a period of three (3) years from the date of disclosure or, with respect to trade secrets, for as long as such information qualifies as a trade secret under applicable law.
7. Privacy
7.1 Definitions
For purposes of this Section:
(a) “Personal Information” means any information that relates to an identifiable individual or as is otherwise defined under Applicable Privacy Laws.
(b) “Applicable Privacy Laws” means all applicable data protection and privacy laws, including but not limited to: (i) the Personal Information Protection and Electronic Documents Act (PIPEDA) and any provincial privacy legislation in Canada; (ii) the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA), and other US state privacy laws such as the Virginia Consumer Data Protection Act (VCDPA), Colorado Privacy Act (CPA), Connecticut Data Privacy Act (CTDPA), and equivalent laws in other states (e.g., Indiana, Kentucky, Rhode Island effective 2026); and (iii) any other federal, state, or international privacy laws applicable to the processing of Personal Information under this Agreement.
7.1.2 Compliance Obligations
Each Party agrees to comply with all Applicable Privacy Laws in connection with the collection, use, disclosure, storage, and processing of Personal Information disclosed or accessed under this Agreement. Without limiting the foregoing:
(a) DataDis will process Personal Information solely for the purposes contemplated by the Agreement and will not use, disclose, or retain it for any other purpose without the Customer’s prior written consent.
(b) DataDis will implement and maintain appropriate technical, organizational, and administrative measures to protect Personal Information against unauthorized or unlawful processing, accidental loss, destruction, damage, alteration, or disclosure, including reasonable technical and administrative measures, such as encryption, access controls, and regular security assessments, in accordance with industry standards and Applicable Privacy Laws.
(c) DataDis will only transfer Personal Information to a third party service provider without the Customer’s prior written approval in accordance with Applicable Privacy Laws and any such transfer will be subject to binding agreements ensuring equivalent protections under Applicable Privacy Laws.
(d) Customer represents and warrants that any Personal Information it discloses to DataDis has been collected in compliance with Applicable Privacy Laws, with valid consent where required (e.g., under PIPEDA’s Consent Principle or CCPA’s opt-in for sensitive data), and that it will promptly notify DataDis of any changes affecting such representations.
7.1.3 Individual Rights and Transparency
(a) DataDis will assist the Customer in fulfilling obligations under Applicable Privacy Laws regarding individuals’ rights, including rights to access, correct, delete, or opt-out of the sale/sharing of Personal Information (e.g., as per CCPA/CPRA opt-out signals effective 2026 in multiple states, or PIPEDA’s Individual Access Principle). Assistance will be provided within reasonable timelines and in accordance with Applicable Laws (e.g., 45 days under CCPA).
(b) DataDis will maintain accurate records of Personal Information processing activities and make them available to Customer upon reasonable request for audits or compliance verification.
(c) Customer will only collect and disclose Personal Information in compliance with Applicable Law. Customer will ensure that its collection is limited to what is necessary, relevant and accurate.
7.1.4 Breach Notifications and Response
(a) DataDis will notify the Customer within a reasonable delay after becoming aware of any actual or suspected security incident, data breach, or unauthorized access involving the Customer’s Personal Information. Such notice will include details of the incident, affected data, and remedial steps.
(b) The Parties will cooperate fully in investigating and mitigating the incident, including notifying affected individuals or authorities as required by Applicable Privacy Laws.
(c) If a Party receives a complaint, inquiry, or request from an individual, organization, or regulatory authority regarding the other Party’s Personal Information, it will promptly notify the other Party (unless prohibited by law) and forward the matter for handling. Such Party will not respond without the other Party’s approval, except as legally required.
7.1.5 Data Processing Addendum
(a) To the extent required under Applicable Privacy Laws, the Parties will execute a separate Data Processing Addendum (DPA) incorporating these terms and any additional requirements under Applicable Privacy Laws, which will be deemed incorporated herein.
7.1.6 Survival and Remedies
Obligations under this Section survive termination or expiration of the Agreement for as long as Personal Information is retained.
8. Intellectual Property Ownership
Except for the limited licenses expressly granted herein, all rights, title and interest in and to: (a) the Services, Software, Products, including without limitation all improvements, enhancements, updates, modifications and corrections to and derivatives thereof, (b) any software, applications, inventions or other technology or intellectual property developed in connection with Services, including any customizations, configurations, or developments created for or on behalf of Customer, and (c) all intellectual property rights related to any of the foregoing including any intellectual property rights furnished under this Agreement (collectively, the “DataDis IP”), shall remain the exclusive property of DataDis or its licensors. For purposes of clarity, all work performed and deliverables created by us under this Agreement, including but not limited to those arising from Services, shall constitute DataDis IP. DataDis reserves all rights not expressly granted herein. You shall take reasonable precautions to prevent unauthorized access to or use of the DataDis IP by third parties. You further acknowledge that you have no rights to the source code of the Software under these Master Terms or any Agreement. We reserve the right to modify, expand, update, or otherwise change portions of the Software, Products, and our other offerings, provided that such changes do not materially and adversely affect your ability to use the Software, Products, and offerings for their intended purpose.
As between you and us, you retain all right, title, and interest in and to all data and content uploaded to or otherwise provided by you or your Users in connection with the Software or Services (“Customer Data”). You hereby grant DataDis a non‑exclusive, worldwide, royalty‑free license to use, process, copy, and display Customer Data as required to provide the Services and Subscription in accordance with this Agreement. You further hereby allow DataDis to anonymize Customer Data and to use such anonymized data for internal analytics, statistical analysis, benchmarking, and product improvement purposes, provided that such anonymized data does not include Personal Information.
Notwithstanding anything to the contrary in this Agreement, you hereby grant us and our Affiliates a royalty-free, worldwide, irrevocable, perpetual, non-exclusive license to use, incorporate, and commercially exploit any suggestions, enhancement requests, recommendations, or other feedback provided by you, your Affiliates, or their representatives relating to or arising from the Software, Services, or Products of us or our Affiliates without restriction. This license includes without limitation the right to use such feedback in connection with the development, marketing, and provision of our services and technology.
9. Indemnification
9.1 Indemnification by DataDis
DataDis will defend Customer, its Affiliates, and their respective officers, directors, and employees (collectively, “Customer Indemnitees“) against any third-party claim alleging that the Software, Products, or Services as provided by DataDis infringe any third party’s intellectual property rights (an “IP Claim“). DataDis will indemnify Customer Indemnitees against any damages, losses, costs, and expenses (including reasonable legal fees) finally awarded against them or agreed in settlement of such IP Claim provided that Customer promptly notifies DataDis in writing of the claim, cooperates with DataDis and any settlement is approved in advance and in writing by DataDis, as set forth herein.
If an IP Claim is brought or, in DataDis’s reasonable opinion, is likely to be brought, DataDis may, at its expense and option:
(a) procure the right for Customer to continue using the affected Software, Products, or Services;
(b) replace or modify them to make them non-infringing (without material loss of functionality); or
(c) if neither (a) nor (b) is commercially reasonable, terminate the affected Subscription or Services and refund any prepaid unused fees.
DataDis will have no obligation under this Section for any IP Claim arising from: (i) Customer Data; (ii) modification of the Software, Products, or Services by anyone other than DataDis; (iii) use of the Software, Products, or Services in combination with items not provided or approved by DataDis; (iv) Customer’s continued use after DataDis provides a non-infringing alternative; or (v) use not in accordance with the Agreement or any documentation or instructions provided by DataDis.
9.2 Indemnification by Customer
Customer will defend DataDis, its Affiliates, and their respective officers, directors, and employees (collectively, “DataDis Indemnitees”) against any third-party claim arising from:
(a) Customer’s (or its Users’) unauthorized use or misuse of the Software, Products, or Services;
(b) Any actual or alleged infringement, misappropriation or violation of third-party rights (including intellectual property or privacy rights) arising from or related to Customer Data or Customer instructions provided to DataDis;
(c) Customer’s breach of the Agreement (including use restrictions and confidentiality obligations); or
(d) Customer’s (or anyone acting on its behalf) gross negligence or willful misconduct or intentional or gross fault.
Customer will indemnify DataDis Indemnitees against any damages, losses, costs, and expenses (including reasonable legal fees) finally awarded against them or agreed in settlement of such Claim.
9.3 Indemnification Procedure
For any Claim subject to indemnification:
(a) The indemnified party will promptly notify the indemnifying party in writing (delayed notice will not relieve obligations except to the extent it materially prejudices defense);
(b) The indemnifying party will have sole control of the defense and settlement (provided it does not admit liability on behalf of the indemnified party without consent); and
(c) The indemnified party will cooperate reasonably in the defense (at the indemnifying party’s expense for out-of-pocket costs).
If the indemnifying party fails to assume defense promptly, the indemnified party may control it (without waiving indemnity rights).
9.4 Exclusive Remedy
This Section 9 states the parties’ entire liability and exclusive remedy for third-party claims covered herein.
10. Warranties; Disclaimers; Limitation of Liability
10.1 Disclaimers
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PRODUCTS, SOFTWARE, SUBSCRIPTIONS, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DATADIS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, USEFULNESS, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION OR ANY WARRANTIES OR CONDITIONS ARISING FROM COURSE OF PERFORMANCE, DEALING OR USAGE OF TRADE. DATADIS DOES NOT WARRANT THAT THE PRODUCTS, SOFTWARE, SUBSCRIPTIONS, OR SERVICES WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, BE AVAILABLE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULTS, BE COMTAPIBLE OR WORK WITH ANY OTHER SOFTWARE, HARDWARE, SYSTEMS NETWORKS OR SERVICES, OR BE FREE FROM DEFECTS, VIRUSES OR OTHER ERRORS.
DATADIS IS NOT RESPONSIBLE FOR ISSUES ARISING FROM OR IN CONNECTION WITH HARDWARE, SOFTWARE, SYSTEMS, OR DATA NOT PROVIDED BY DATADIS, INCLUDING FOR GREATER CERTAINTY, CUSTOMER DATA AND ANY THIRD-PARTY SYSTEMS, APPLICATIONS, APIS, INTEGRATIONS, OR EXTERNAL SERVICES, OR FROM YOUR USE OF THE FOREGOING WHETHER ALONE OR IN COMBINATION WITH THIRD-PARTY ITEMS, WHETHER OR NOT SUCH ITEMS ARE RECOMMENDED OR APPROVED BY DATADIS, INCLUDING ANY FAILURE, INTERRUPTION, OR SECURITY INCIDENT (INCLUDING CYBERATTACKS, UNAUTHORIZED ACCESS, OR DATA BREACHES) AFFECTING ANY OF THE FOREGOING.
FOR GREATER CERTAINTY, THE CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ALL CUSTOMER DATA, INCLUDING ITS INTEGRITY AND FOR MAINTAINING ADEQUATE BACKUP COPIES THEREOF. DATADIS SHALL HAVE NO LIABILITY FOR ANY LOSS, DAMAGE, OR CORRUPTION OF CUSTOMER DATA, EXCEPT TO THE EXTENT SUCH LOSS, DAMAGE, OR CORRUPTION IS DIRECTLY CAUSED BY DATADIS’ INTENTIONAL OR GROSS FAULT.
10.1.1 Artificial Intelligence Features
Without limiting Section 10.1, to the extent the Software, Products, or Services include features powered by artificial intelligence, machine learning, or generative AI (collectively, “AI Features”):
(a) No Warranty on Outputs. Any content, recommendations, predictions, summaries, or other outputs generated by AI Features (“AI Outputs”) are probabilistic in nature and are provided “AS IS.” DataDis makes no representations or warranties regarding the accuracy, completeness, reliability, timeliness, non-infringement, suitability, or fitness for any particular purpose of AI Outputs. AI Outputs may contain errors, inaccuracies, biases, or “hallucinations” (factually incorrect information presented confidently) and should not be relied upon as professional advice or sole basis for decisions.
(b) Customer Responsibility. You are solely responsible for independently reviewing, verifying, and validating all AI Outputs before use, especially in critical operations such as maintenance scheduling, safety compliance, or regulatory reporting. You agree to implement appropriate human oversight and verification processes for AI Outputs.
(c) Application of Disclaimers and Limitations. The disclaimers in Section 10.1, apply fully to AI Features and AI Outputs. DataDis will have no liability for any claims arising from your reliance on or use of AI Outputs.
(d) Future Changes. DataDis may update, modify, or discontinue AI Features at any time without liability.
10.2 Exclusion of Certain Damages
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OR BREACH OF DATA, LOSS OF GOODWILL OR REPUTATION, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF ANTICIPATED SAVINGS, COST OF REPLACEMENT, REGARDLESS OF THE LEGAL THEORY (CONTRACTUAL, EXTRA-CONTRACTUAL, TORT, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3 Limitation of Liability
EXCEPT FOR EXCLUDED LIABILITIES (DEFINED BELOW), THE CUMULATIVE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO DATADIS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10.4 Excluded Liabilities
The exclusions in Section 10.2 and the cap in Section 10.3 will not apply to:
(a) The Customer’s indemnification obligations;
(b) Either party’s intentional or gross fault;
(c) The Customer’s payment obligations; or
(d) The Customer’s breach of use restrictions or breach of confidentiality obligations.
11. Other Provisions
11.1 Publicity and Use of Marks
11.1.1 Customer References
Upon written consent of Customer, DataDis may identify Customer as a customer of DataDis and may use Customer’s name and logo:
(a) on DataDis’s website (including in customer lists and case study sections);
(b) in investor, analyst, and press materials;
(c) in sales presentations, product brochures, and other marketing materials; and
Such use will be in a professional manner consistent with Customer’s trademark guidelines (if provided to DataDis in writing) and will comply with any reasonable usage restrictions Customer communicates to DataDis in advance.
11.1.2 Press Releases and Cases Studies
Neither Party will issue a press release announcing the relationship or this Agreement without the other Party’s prior written approval.
DataDis may develop and publish a case study or success story describing Customer’s use of the Software, Products, or Services, provided that DataDis:
(a) provides Customer a draft for review at least ten (10) business days in advance; and
(b) incorporates Customer’s reasonable feedback and obtains Customer’s final written approval before publication (which approval will not be unreasonably withheld or delayed).
11.1.3 Mutual Publicity
Each Party may reference the other Party as a business partner in accordance with the terms above, subject to the same approval and usage guidelines.
11.2 Disputes
In the event that any dispute arises between the Parties relating to or arising out of the Agreement, including any term or condition of the Agreement, or the performance of either Party’s obligations hereunder, the Party raising the dispute shall provide written notice to the other Party. Upon receipt of such notice, the primary points of contact for the Agreement from both Parties shall work diligently and in good faith to resolve the dispute. If the dispute remains unresolved, either Party may pursue any and all available remedies.
11.3 Governing Law and Venue; Waiver of Jury Trial
The Agreement will be governed exclusively by, and construed and enforced exclusively in accordance with, the laws of the Province of Quebec and the federal laws of Canada applicable therein. The Parties irrevocably attorn and submit to the exclusive jurisdiction of the courts situated in Quebec City.
11.4 Force Majeure
Except for payment obligations, neither Party will be liable for a failure to perform hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control, which include without limitation: an act of God, strike, lockout, war (declared or undeclared), blockade, act of a public enemy, disturbance, lightning, fire, earthquake, storm, flood, explosion, governmental restraint, riot, civil commotion, prohibition, intervention or embargo, industrial conditions, pandemics, epidemics, cyber attacks or other event which is not within the control of the affected party, but excludes: any event which the party affected could have avoided or overcome by exercising a standard of reasonable care at a reasonable cost; or a lack of funds for any reason. Delays or failures that are excused as provided in this paragraph will result in automatic extensions of dates for performance for a period of time equal to the duration of the events excusing such delay or failure. No such excused delay or failure will constitute a default, or, except to the extent a related performance obligations is incomplete or unperformed, be a basis for disputing or withholding amounts payable hereunder, provided that the Party whose performance is delayed or suspended will use commercially reasonable efforts to resume performance of its obligations hereunder as soon as feasible.
11.5 Assignment
You may not assign or otherwise transfer the Agreement to any third party without our express prior written consent. Notwithstanding the foregoing, you may assign the Agreement (in whole, but not in part) upon written notice to us to (i) any Affiliate or (ii) to a successor in interest as a result of an acquisition of your business (including by stock sale, asset sale or merger) or corporate reorganization or restructuring, provided that if requested by us, you and your successor-in-interest execute an assignment amendment in a form reasonably requested by us. Subject to the foregoing, the Agreement will be binding upon, inure to the benefit of, and be enforceable by the Parties and their successors and permitted assigns. Any actual or attempted assignment or transfer by you in violation of the terms of the Agreement will be void and of no force or effect and will constitute a material breach of the Agreement.
11.6 Exports Laws
Customer shall comply with all applicable export laws and regulations, including, as may be applicable those of Canada, the United States, and any other applicable jurisdiction.
11.7 Miscellaneous
The Agreement sets forth the entire understanding between the Parties in connection with the Agreement, and supersedes all prior or contemporaneous proposals, communications, agreements, negotiations, and representations, whether written or oral, regarding the subject matter thereof.
11.8 Language
The Parties hereto acknowledge having examined and received the French version of these Master Terms beforehand and nevertheless expressly chose, from their own initiative, to be bound by the English version thereof.
Les parties reconnaissent avoir préalablement reçu et pris connaissance de la version française des présentes, puis, malgré ceci, choisissent, de leur propre initiative, d’être liées par la présente version anglaise.