Terms of Use

1. Acceptance

By accessing or using the Services (as defined below), the entity or organization that accepts these Terms (the "Customer") agrees to be legally bound by these Terms of Use (the "Terms"). The natural person who accepts these Terms represents and warrants that they have the authority to bind the Customer. If the Customer does not so consent, it must not access or use the Services.

The Services are offered solely to businesses and organizations, for their internal business purposes. Vectanor does not sell, license or otherwise make the Services (including Fundamentum) available to natural persons acting as consumers, and these Terms create no right or relationship with, and do not bind, any individual end user.

These Terms constitute the entire agreement between the Customer and Vectanor (as defined in Section 2) with respect to users who access the Services without a separate duly signed master services agreement (an "MSA"). Where an MSA is in effect between Vectanor and the Customer, the MSA prevails and these Terms are suppletive only, solely to the extent that they are not inconsistent with the MSA.

2. Covered Services

These Terms apply to the following cloud software services, operated by Vectanor Group inc. ("Vectanor") (collectively, the "Services"):

• Fundamentum — Vectanor's IoT platform-as-a-service (PaaS), accessible without a separate duly signed MSA or engineering services agreement;
• Spatium — Vectanor's SaaS parking management application;
• SCMS — Vectanor's SaaS street lighting control and management application (Street Light Controls Management System), offered under the Dimonoff brand.

These Terms do not apply:

• to firmware, embedded software or hardware sold or supplied by Vectanor;
• to custom software modules developed specifically for a Customer under an MSA (the "Customer Modules");
• to professional or engineering services governed by a Services Proposal.

3. Access and License

3.1 Grant of License

Subject to your compliance with these Terms and to the timely payment of the applicable fees, Vectanor grants you a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Services solely for your internal business purposes during the subscription term.

3.2 Authorized Users

The Customer is responsible for all access to the Services through its account credentials. The Customer shall:

• ensure that only the persons it has authorized access the Services;
• maintain the confidentiality of all login credentials;
• promptly notify Vectanor of any unauthorized access or any suspected security incident, at security@vectanor.com.

The Customer is responsible for all actions carried out through its account.

3.3 No Installation Rights

The Services are cloud-hosted. These Terms grant no right to install, copy or distribute any software on the Customer's own infrastructure, with the exception of client-side components (e.g. mobile applications, browser extensions) expressly provided by Vectanor for use with the Services.

3.4 API

The Services include or may provide access to application programming interfaces ("APIs") enabling integration with your own systems or third-party applications. The following terms apply to any use of the APIs made available as part of the Services:

(a) Confidentiality. API specifications, credentials (including API keys and tokens) and the related developer documentation are confidential and proprietary. The Customer must not distribute, disclose or otherwise make them accessible to any third party without Vectanor's prior written consent.

(b) Permitted Use. The APIs may only be used in connection with the Customer's authorized use of the Services, for the purpose of integrating the Services with the Customer's internal systems or applications, and solely within the limits of the Customer's subscription.

(c) No Reverse Engineering Through the API. Access to an API grants no right to reverse engineer, decompile or derive the underlying source code or architecture of the Services.

(d) Credential Security. The Customer is responsible for the security of all API credentials issued to it. Any compromised credential must be reported immediately to security@vectanor.com. Vectanor reserves the right to rotate or revoke credentials at any time for security reasons, upon reasonable prior notice where practicable.

(e) Rate Limits and Reasonable Use. The APIs are subject to rate limits and to reasonable use policies published in the applicable developer documentation. Use exceeding the published limits may result in temporary throttling or suspension of access to the APIs.

4. Prohibited Uses

The Customer must not, and must not permit any third party to:

• use the Services for any unlawful purpose or in violation of any applicable law;
• resell, sublicense, distribute or make the Services accessible to any third party, other than to the Customer's Authorized Users;
• reverse engineer, decompile or disassemble the Services, or attempt to derive their source code;
• modify the Services, create derivative works from them or otherwise alter them;
• probe, scan or test the vulnerability of the Services or of any related infrastructure, except with Vectanor's prior written consent and in accordance with a mutually agreed process;
• transmit malware, viruses or any malicious or disruptive code;
• use the Services in a manner that disproportionately or unreasonably overloads the infrastructure;
• remove, alter or obscure any proprietary notice, trademark or branding element within the Services;
• use the Services to develop a competing product or service;
• use data extracted from the Services to train artificial intelligence or machine learning models without Vectanor's prior written consent;
• circumvent or attempt to circumvent any technical protection measure, access control or license enforcement mechanism used in connection with the Services;
• use the Services in any application or context involving a risk of death, serious bodily injury or significant damage to critical infrastructure, where a failure of the Services could directly cause such harm, without implementing safeguards and independent controls adequate to the risk.

4.1 Suspension for Breach

Vectanor reserves the right to suspend access upon five (5) days' prior written notice where there is a reasonable suspicion of a material breach of this Section 4. Access shall be restored without delay as soon as the Customer demonstrates that it has cured the breach.

4.2 Suspension for Current Harm

Notwithstanding Section 4.1, Vectanor may suspend the Customer's access to the Services immediately and without notice if the Customer's use of the Services causes or, in Vectanor's reasonable opinion, is about to cause: (i) harm to the security, integrity or availability of the Services or of the infrastructure supporting them; (ii) harm to other customers or to their data; or (iii) harm to a third party. Vectanor shall notify the Customer as soon as reasonably practicable after any such suspension and shall restore access without delay once the threat has been eliminated.

5. Connectivity and Third-Party Services

Certain Services may facilitate or require connectivity to content and services hosted on external websites or platforms, whether operated by Vectanor or by a third party. In some cases, such external content or services may appear to be integrated into the interface of the Services. The Customer's use of the Services may result in automatic connections to Vectanor's servers or to third-party servers for purposes including service authentication, data synchronization, feature delivery, access rights validation and performance monitoring.

Connectivity to Vectanor's infrastructure is governed by these Terms and by the Privacy Policy. Connectivity to third-party services is subject to the terms and privacy policies of those third parties. Vectanor does not control, does not endorse and assumes no responsibility for third-party content or services, and any relationship between the Customer and a third party with respect to such services is solely between the Customer and that third party. Vectanor may at any time modify or discontinue the availability of any third-party integration.

Access to certain features or integrations may require acceptance of separate terms or the payment of additional fees.

6. Professional Use and Operational Responsibility

The Services are professional tools intended for use by trained and qualified personnel. The Services do not replace the Customer's professional judgment, its operational procedures or its regulatory compliance obligations.

The Customer is responsible for ensuring that its use of the Services is suitable for its operational context, that the personnel who access the Services are adequately trained, and that any output or configuration produced by means of the Services is verified before being acted upon.

Vectanor shall not be liable for consequences arising from the Customer's reliance on the outputs of the Services without independent verification, or from the operation of physical infrastructure in a manner that does not comply with applicable regulations, safety standards or professional practices.

7. Availability of the Services

7.1 Availability Target

Vectanor shall use commercially reasonable efforts to achieve a monthly availability target of 99% for each Service (the "Availability Target"). The Availability Target is a target and a performance objective; it does not constitute a guarantee of uninterrupted or error-free availability.

"Availability" is measured as total available time less all periods of consecutive unavailability of sixty (60) seconds or more, divided by total available time during a calendar month.

7.2 Exclusions

The Availability Target does not apply to any unavailability caused by:

• scheduled maintenance (with prior notice where reasonably practicable);
• factors beyond Vectanor's reasonable control, including events of force majeure, Internet access failures outside its infrastructure, or the failure of third-party services that are not part of the cloud environment it operates;
• acts or omissions of the Customer or its Authorized Users, including misuse, improper configuration or the use of unsupported integrations;
• a suspension of access under Sections 4.1, 4.2 or 11.3 of these Terms.

7.3 Remedy for Unavailability

If Vectanor fails to achieve the Availability Target for two (2) or more consecutive calendar months, the Customer may terminate the subscription to the affected Service upon thirty (30) days' prior written notice, provided that the failure is not attributable to a cause listed in Section 7.2. This right of termination constitutes the Customer's sole remedy for any failure to meet the Availability Target under these Terms.

7.4 Discontinuation of a Service

Vectanor shall give at least ninety (90) days' prior written notice before permanently discontinuing a Service or materially removing an essential feature of a Service, unless the Service is replaced by a successor service offering equivalent functionality. For SCMS, given its role in the management of public infrastructure, Vectanor shall use commercially reasonable efforts to extend that notice to six (6) months where operationally feasible.

8. Artificial Intelligence

8.1 Use of AI in the Services

The Services may incorporate or provide access to artificial intelligence or machine learning features and capabilities, whether developed by Vectanor or integrated from third-party providers (the "AI Features"). The AI Features are provided to enhance the functionality of the Services and operational efficiency.

8.2 What Vectanor Does Not Do

Vectanor does not use Customer Data to train, tune or improve any proprietary AI or machine learning model without the Customer's express prior written consent. Where AI Features rely on third-party AI providers, the data disclosed to those providers is used solely to provide the requested functionality and is governed by those third parties' applicable terms, which Vectanor will make available upon request.

8.3 Automated Decisions

Where an AI Feature is used to render a decision producing legal effects or similarly significant effects with respect to a natural person, Vectanor shall provide the disclosure and human oversight measures required by applicable law, including Québec's Law 25.

9. Data and Protection of Personal Information

9.1 Privacy Policy

The collection, use and protection of personal information by Vectanor in connection with the Services are governed by Vectanor's Privacy Policy, available at https://vectanor.com/en/privacy-policy/ (the "Privacy Policy"), which is incorporated into these Terms by reference. By using the Services, the Customer acknowledges having read and accepted the Privacy Policy.

9.2 Customer Data

The Customer retains ownership of all data that it submits to the Services or generates through them (the "Customer Data"). Vectanor processes Customer Data solely to provide the Services and as described in the Privacy Policy, and processes personal information in accordance with Québec's Act respecting the protection of personal information in the private sector (the "Law 25") and the federal Personal Information Protection and Electronic Documents Act (the "PIPEDA"). Vectanor does not sell Customer Data to third parties.

9.3 Metadata

Vectanor may collect and use technical, aggregated and anonymized or de-identified operational data derived from the Customer's use of the Services (e.g. system logs, performance metrics, error rates) (the "Metadata"), for the purposes of operating, maintaining and improving the Services and developing new features. Metadata is aggregated or de-identified so that it does not, on its own, permit the identification of the Customer or of any natural person, and Vectanor will not attempt to re-identify it. Vectanor processes any information so de-identified or anonymized in accordance with applicable privacy legislation, including Québec's Law 25.

9.4 Security

Vectanor implements and maintains appropriate technical and organizational security measures designed to protect Customer Data against unauthorized access, disclosure, alteration or destruction. Such measures are commercially reasonable and consistent with industry good practices for cloud SaaS services, having regard to the nature of the Customer Data and the risks presented by the processing.

The Customer is responsible for implementing appropriate security controls on its own systems, devices and network connections used to access the Services.

9.5 Data Retention and Deletion

Upon termination or expiry of your subscription, Vectanor shall securely delete Customer Data without undue delay, except that copies retained in routine system backups or archives will be deleted in the ordinary course of Vectanor's backup and retention cycle and will remain protected against active processing until their deletion. You are solely responsible for exporting Customer Data before termination or expiry. Vectanor has no obligation to retain Customer Data after the effective date of termination. Notwithstanding the foregoing, data may be retained where applicable law so requires, in which case it will be archived and protected against any further processing.

10. Intellectual Property

10.1 Vectanor IP

The Services, including all underlying software, algorithms, APIs, interfaces, documentation and trademarks, belong to Vectanor or its licensors. Nothing in these Terms transfers to the Customer any ownership right in the Services.

10.2 Customer IP

The Customer retains all intellectual property rights in the Customer Data and in any element it submits to the Services.

10.3 Feedback

If the Customer provides suggestions, ideas or feedback concerning the Services (the "Feedback"), it grants Vectanor a perpetual, irrevocable, royalty-free and worldwide license to use, integrate and exploit such Feedback in connection with the Services and other Vectanor products, without any obligation to the Customer.

11. Fees and Payment

11.1 Fees

The fees for the Services are set out in the applicable order form, invoice or subscription confirmation issued by Vectanor. All fees are payable in Canadian dollars (CAD), unless otherwise indicated in the applicable order form.

11.2 Payment Terms

Payment is due within thirty (30) days of the invoice date. Overdue amounts shall bear interest at the rate of 1.5% per month (18% per year) or at the maximum rate permitted by applicable law, whichever is less.

11.3 Suspension for Non-Payment

Vectanor may suspend access to the Services upon fifteen (15) days' prior written notice if an undisputed invoice remains unpaid after its due date. Vectanor shall not suspend the Services while the Customer disputes an invoice in good faith and cooperates diligently in resolving the dispute.

12. Confidentiality

Each party undertakes to maintain the confidentiality of non-public information disclosed by the other party in connection with the Services that is designated as confidential or whose confidential nature should reasonably be understood given the nature of the information and the circumstances of its disclosure. Neither party shall disclose such information to third parties without the other party's prior written consent, except as required by law or to personnel who need to know such information in order to perform these Terms and who are bound by confidentiality obligations at least as protective as those set out herein.

13. Warranties and Warranty Disclaimers

13.1 Vectanor Warranty

Vectanor warrants that the Services shall operate, in all material respects, in accordance with their published documentation during the subscription term.

13.2 Warranty Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13.1, THE SERVICES ARE PROVIDED "AS IS". VECTANOR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. VECTANOR DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY STATEMENT OR REPRESENTATION ABOUT THE SERVICES AND THEIR FEATURES IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE A WARRANTY.

14. Indemnification

14.1 Indemnification by the Customer

The Customer agrees to indemnify, defend and hold harmless Vectanor and its affiliates, officers, directors, employees and agents (collectively, the "Vectanor Indemnified Parties") from and against any third-party claims, actions, losses, liabilities, damages, costs and expenses (including reasonable legal fees) (the "Claims") arising out of or relating to:

(a) a breach by the Customer of these Terms or of any applicable law or regulation;

(b) the Customer's use of the Services in a manner not authorized by these Terms, including any use causing harm to a third party or to physical infrastructure;

(c) the Customer Data, including any claim that the Customer Data infringes or misappropriates a third party's intellectual property right, or contravenes any applicable personal information protection law;

(d) the acts or omissions of the Customer's Authorized Users in connection with the Services.

The Customer's indemnification obligation shall not apply to the extent the Claim results from the gross negligence or willful misconduct of the Vectanor Indemnified Parties.

14.2 Indemnification by Vectanor

Vectanor agrees to indemnify, defend and hold harmless the Customer and its officers, directors, employees and agents from and against any third-party Claim arising out of an allegation that the Services, as provided by Vectanor and used in accordance with these Terms, infringe a trademark or copyright registered in Canada or the United States (an "IP Claim"). For greater clarity, Vectanor's indemnification does not extend to, and Vectanor has no obligation in respect of, any claim of patent infringement or trade secret misappropriation.

Vectanor's indemnification obligation under this Section 14.2 shall not apply if the IP Claim arises from: (i) a modification of the Services by the Customer; (ii) the combination of the Services by the Customer with third-party products or services not provided or approved by Vectanor; (iii) the Customer's use of the Services after Vectanor has provided a non-infringing alternative; or (iv) the Customer Data.

14.3 Indemnification Procedure

The party seeking indemnification (the "Indemnified Party") shall: (i) promptly notify the party providing the indemnification (the "Indemnifying Party") in writing upon becoming aware of a Claim (provided that the failure to notify promptly shall reduce the indemnification obligation only to the extent the Indemnifying Party is materially prejudiced thereby); (ii) grant the Indemnifying Party sole control of the defense and settlement of the Claim, it being understood that no settlement may impose any obligation, admission or liability on the Indemnified Party without its prior written consent; and (iii) provide reasonable cooperation and assistance, at the Indemnifying Party's expense.

15. Limitation of Liability

15.1 Exclusion of Indirect Damages

IN NO EVENT SHALL VECTANOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE BASIS OF LIABILITY AND EVEN IF VECTANOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Liability Cap

VECTANOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU FOR THE AFFECTED SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.3 Exceptions

Nothing in these Terms limits the liability of either party in respect of: (i) death or bodily injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; (iii) the Customer's indemnification obligations under Section 14.1; or (iv) any other liability that cannot be excluded or limited under applicable law.

15.4 Cap on Vectanor's Intellectual Property Indemnification

Notwithstanding Sections 15.2 and 15.3, Vectanor's total aggregate liability under its indemnification obligation set out in Section 14.2 (IP Claims) shall not exceed CAD $5,000,000 in the aggregate. This cap constitutes Vectanor's entire liability, and the Customer's sole and exclusive remedy, in respect of any claim that the Services infringe a third party's intellectual property rights.

16. Term and Termination

16.1 Term

These Terms apply throughout the Customer's active subscription term for the Services.

16.2 Renewal Notice

For annual subscriptions, Vectanor shall give written notice of the fees applicable to the upcoming renewal period no later than sixty (60) days before the renewal anniversary date. Fees shall not increase during an active annual subscription period. If the Customer does not wish to renew, written notice of non-renewal is required at least thirty (30) days before the renewal date.

16.3 Termination by the Customer

The Customer may terminate its subscription at any time upon thirty (30) days' prior written notice. For annual subscriptions paid in advance, no refund shall be granted for the unused portion of the subscription period, except as provided in Section 7.3.

16.4 Termination by Vectanor

Vectanor may terminate your access to the Services:

• immediately, upon written notice, if the Customer materially breaches Sections 3, 4 or 10 of these Terms and fails to cure such breach within ten (10) days of the notice;
• upon thirty (30) days' prior written notice, for any reason whatsoever, subject to a pro rata refund of the fees paid in advance for the unused subscription period;
• immediately, if the Customer becomes insolvent or bankrupt, or becomes subject to receivership or any similar proceeding.

16.5 Effect of Termination

Upon termination, the Customer's right to access the Services ceases immediately. Section 9.5 applies to Customer Data. Sections 10, 12, 13, 14, 15 and 17 survive termination.

17. General Provisions

17.1 Governing Law

These Terms are governed by the laws of the Province of Québec and the federal laws of Canada applicable therein, without regard to conflict of laws rules. Any dispute shall be submitted exclusively to the courts of the judicial district of Québec, Province of Québec, Canada.

17.2 Language

A French-language version of these Terms is made available at the applicable service URL and upon request. Where the Customer is located in Québec, the French version is made available before acceptance, and the Customer may require that the French version prevail; the parties may otherwise expressly agree to be bound by the English version. Outside Québec, the parties expressly agree that these Terms be drawn up in English. Une version française des présentes Conditions est disponible; à l'extérieur du Québec, les parties ont expressément convenu que la version anglaise prévale.

17.3 Severability

If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

17.4 Entity Identity

"Vectanor" means Vectanor Group inc. / Groupe Vectanor inc., the sole legal entity that provides the Services and that is the contracting party to these Terms. Fundamentum, Spatium, SCMS and Dimonoff are products, platforms or trade names of Vectanor and are not separate legal or contracting entities. The entity designated in any order form or subscription confirmation as the provider of the Services is Vectanor Group inc. Vectanor's actual affiliates (if any) that are not the contracting party are intended third-party beneficiaries of the confidentiality, intellectual property, disclaimer of warranties and limitation of liability provisions of these Terms and may rely on and enforce them.

17.5 No Waiver

The failure to enforce any provision of these Terms does not constitute a waiver of Vectanor's right to enforce it subsequently.

17.6 Assignment

The Customer must not assign its rights or obligations under these Terms without Vectanor's prior written consent. Vectanor may assign these Terms without consent in connection with a merger, an acquisition, a reorganization or the sale of substantially all of the relevant assets.

17.7 Export Control

The Services and any related data or output may be subject to Canadian and other applicable export control and trade sanctions laws, including the regulations administered by Global Affairs Canada, the U.S. Department of Commerce (Bureau of Industry and Security) and the U.S. Department of the Treasury (Office of Foreign Assets Control) (collectively, the "Export Control Laws").

The Customer represents, warrants and covenants that neither it nor any of its Authorized Users:

(a) is a citizen or resident of, or located in, any country or territory subject to Canadian or U.S. trade sanctions or to other substantial trade restrictions;

(b) is listed on any Canadian or U.S. government list of restricted parties, including the Consolidated Canadian Autonomous Sanctions List, the U.S. Department of the Treasury's Specially Designated Nationals and Blocked Persons list, or the U.S. Department of Commerce's Denied Party List, Entity List or Unverified List;

(c) shall use the Services for any end use prohibited by applicable Export Control Laws, including activities related to nuclear, chemical, biological or radiological weapons, or to unmanned aerial vehicle systems; nor

(d) shall use the Services to disclose, transfer, export or re-export, directly or indirectly, any output of the Services, any Customer Data or any other content to any country, entity or party ineligible to receive such items under applicable Export Control Laws.

The Customer is solely responsible for determining the export classification of its own data and for complying with all applicable Export Control Laws, as they may evolve.

17.8 Amendments to these Terms

Vectanor may amend these Terms from time to time. Where amendments are made, the updated Terms shall be posted at the applicable service URL, with an updated version date. At least thirty (30) days' prior notice shall be given before material amendments take effect, by email to the address on file or by in-application notification. Continued use of the Services after the effective date constitutes acceptance. If the Customer does not accept the amended Terms, it must cease using the Services and may terminate its subscription in accordance with Section 16.3.

17.9 Entire Agreement

These Terms, together with the Privacy Policy and any applicable order form, constitute the entire agreement between the Customer and Vectanor with respect to the Services and supersede all prior agreements and understandings relating to the same subject matter.

Contact Information

Vectanor Group inc.
1015, avenue Wilfrid-Pelletier, bureau 410
Québec (Québec) G1W 0C4, Canada
legal@vectanor.com

© Vectanor Group inc. All rights reserved.