Tato – License and SaaS Terms

1. Introduction, Acceptance, Definitions and Modifications

These license and SaaS terms (the "Terms") are for the use of Tato's AI-powered project optimization software and platform (the "Tato Solution") developed and owned by TATO Technology Solutions Inc. ("Tato"). These Terms are entered into between Tato and the entity ("Customer" or "you") identified in a signed Tato Solution order form (the "Order Form"). These Terms come into effect on, and all provisions herein shall be deemed accepted by, the last date of signature of the Order Form. These Terms and the Order Form are a legal and binding agreement between Tato and Customer (the "Agreement").

The Tato Solution is owned and operated by TATO Technology Solutions Inc., a Canadian corporation located in the province of Quebec, Canada with a registered office at 150 Place de Naples, Laval, Québec, H7M 4A6, Canada. Where this Agreement refers to "Tato", it may refer to TATO Technology Solutions 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 Tato and / or its Representatives.

2. Contacting Us

If you have any questions about the Tato Solution, please contact your Tato representative via your preferred means of communication or email support@tato.co. If you have any questions about this Agreement, please contact legal@tato.co.

3. License Grant

3.1 License

Subject to the terms and conditions of this Agreement, Tato grants you a non-exclusive, non-transferable license, without the right to sublicense, to access and use the Tato Solution for the Term (as defined in Section 12.1).

3.2 Updates and Upgrades

All updates and upgrades to the Tato Solution shall be made available to you as they are generally made available to all of Tato's customers. Tato reserves the right to charge additional Fees (as defined in Section 11.1) for new Tato Solution functionalities, as they are introduced.

3.3 Personal Data

Where Customer submits personal data (as that term is defined in applicable privacy and data protection laws) to the Tato Solution, Tato will: (i) take all necessary measures and maintain all appropriative administrative, physical and technical safeguards to protect the confidentiality and security of the personal data according to industry standards; (ii) only use such personal data in the course of providing the Tato Solution to Customer; and (iii) delete all such personal data upon termination of the Agreement.

4. Users

You are responsible for all use and misuse of the Tato Solution by your employees, contractors or consultants (collectively, the "Users"), or their breach of these Terms.

5. Customer Responsibilities

5.1 Third Party Licenses

The Tato Solution integrates with third-party technology that is licensed to you under separate license terms (the "Third-Party Technology"). Customer is responsible for (i) obtaining and maintaining licenses to the Third-Party Technology throughout the Term; (ii) complying with such Third-Party Technology's terms and conditions; and (iii) paying for all fees associated with such Third-Party Technology. Tato does not make any claim or warranty whatsoever about any Third-Party Technology and cannot guarantee the continued interoperability of the Tato Solution with any Third-Party Technology.

5.2 Security and Data Integrity

It is your responsibility to (i) restrict and protect access to your equipment (hardware and software) required to access and use the Tato Solution; and (ii) ensure the accuracy, quality and legality of Customer Data (as defined in Section 9.2.2), the means by which you acquired the Customer Data and your use of Customer Data with the Tato Solution.

5.3 Personal Data

You represent and warrant that (i) you will comply with all applicable privacy and data protection laws; and (ii) in accordance with all applicable privacy and data protection laws, you are authorized (having provided all necessary notices and obtained all necessary consents) to disclose any personal data (of Users or otherwise) that you disclose or otherwise provide to Tato or submit to the Tato Solution.

6. Restrictions

Any right to use or exploit the Tato Solution not expressly licensed to you in this Agreement is strictly prohibited and all rights not expressly set out in this Agreement are reserved by Tato. You will take all reasonable measures to prevent the Tato 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 Tato Solution or grant sublicenses for the Tato Solution or any part thereof; (ii) reverse engineer, decompile or disassemble the Tato Solution or attempt to gain unauthorized access to the Tato Solution or Tato's systems or networks; (iii) modify the Tato Solution's Computer Code (as defined below in Section 9.1); or (iv) use or access the Tato Solution in order to build a competitive product or service, or copy any features, functions or graphics of the Tato Solution.

7. General Code of Conduct for Use of the Tato Solution

In addition to the more specific rules found elsewhere in this Agreement, by virtue of the license granted to you herein, you agree to:

1. Not use the Tato Solution in any manner that in any way violates these Terms, the Order Form or any other applicable Tato policy that is made available to you in writing;
2. Not use the Tato Solution in any manner that violates any intellectual property rights of Tato or any third party;
3. Not: (1) interfere, or attempt to interfere, with the proper functioning of the Tato Solution; or (2) bypass any measures Tato may use to prevent or restrict access to the Tato Solution or any element thereof.
4. Not do anything or encourage conduct that would constitute a criminal offense or give rise to civil liability, or is any way unlawful, abusive, illegal, fraudulent, or harmful to any third party; and
5. Use the Tato Solution in good faith, and in compliance with all applicable local, provincial or state, national, and international laws, as well as all standards of professional practice applicable to you.

8. Tato Solution Availability

Tato will use reasonable commercial efforts to ensure that you have access to the Tato Solution at all times. Notwithstanding the foregoing, you acknowledge and agree that Tato may suspend your access to or use of the Tato Solution (i) for routine maintenance; (ii) if Tato detects fraud, a security breach or any other similar threat that causes, or that could cause, in Tato's reasonable opinion, damage to the Tato Solution or any Customer Data; or (iii) if Tato believes in good faith that Customer or any User is in material breach of any of the terms of the Agreement. Any suspension by Tato of the Tato Solution in application of this section shall not release you from your payment obligations under the Agreement. Tato will use commercially reasonable efforts to (a) notify you in advance of any scheduled maintenance; (b) minimize interruptions for routine maintenance and schedule such maintenance at non-peak hours; and (c) in connection with point (ii) above, restore your access to the Tato Solution as soon as possible after the suspension.

9. Intellectual Property

9.1 Proprietary Tato Solution

Customer acknowledges that: (i) the Tato Solution contains proprietary and confidential information that is protected by applicable intellectual property and other laws; and (ii) Tato, its Representatives and/or third parties (via license or otherwise) own all rights, title, and interest in and to (A) the Tato Solution, including any patches, enhancements, updates or other modifications thereto; and (B) content that may be presented, accessed or generated through the Tato Solution (with the exception of Content and Customer Data, as defined and described below), including, without limitation, all Intellectual Property Rights therein and thereto (collectively, the "Tato Property"). All rights not specifically granted under this Agreement are reserved to Tato and its licensors. Customer shall not remove any Intellectual Property Rights notice that is redisplayed through or embodied in the Tato Solution.

"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 Tato Solution, including, but not limited to, its trademarks, logos, layout, design, images, text (in the form of plain text, HTML or PDFs) and Computer Code are proprietary to Tato, either owned or under license, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled, or otherwise used without the express permission of Tato or as permitted by this Agreement.

The above paragraph further applies to third party property used as part of the Tato Solution, including, but not limited to, third party Computer Code. 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.

9.2 Customer Property

9.2.1 Content

In its use of the Tato Solution, Customer will provide input to the Tato Solution (the "Input") and receive output that are created by the Tato Solution (the "Output", and, together with the Input, the "Content"). As between the parties, and to the extent permitted by applicable law, Customer retains all ownership and Intellectual Property Rights in and to the Content. Subject to Customer's compliance with this Agreement, Tato assigns to Customer all of its rights, title and interest in and to the Output and waives any moral rights related thereto. Notwithstanding the foregoing, Customer acknowledges and agrees that certain jurisdictions do not recognize intellectual property ownership in output and, as a result, Tato makes no representation or warranty that Tato will have any ownership rights in the Output to be able to assign to Customer its rights, title and interest therein and thereto.

9.2.2 Customer Data

Tato acknowledges and agrees that Customer owns all rights, title and interest in and to Customer Data, including all Intellectual Property Rights related thereto. For the purpose of this Agreement, "Customer Data" means all electronic data or information, regardless of the format, that is (i) submitted, uploaded or entered into the Tato Solution by Customer (including Input); or (ii) provided by Customer to Tato to be used in connection with the Tato Solution. Together, the Content and Customer Data constitute the "Customer Property."

9.2.3 Customer License to Tato

Customer grants to Tato a non-exclusive, perpetual, worldwide, royalty-free, irrevocable, transferable, sublicensable, and fully paid-up license to access, use, process, store, disclose, modify and display the Customer Property to: (i) improve and enhance the Tato Solution; and (ii) produce or generate information and other data in an anonymous and aggregated form that is collected or generated by the Tato Solution related to how individual Users interact with the Tato Solution, including frequency and duration of usage, specific features or functions accessed, user preferences and patterns of behavior, but expressly excluding any information or data that can (whether alone or when combined with other information or data) identify or reveal the identity of any individual User (such data, information and materials, the "Aggregated Data"). For greater certainty, Aggregated Data constitutes Tato Property and Tato may access, use, process, store, disclose, modify and display the Aggregated Data for any purpose and without restriction or obligation to Customer of any kind.

9.3 Feedback

If you choose to communicate to Tato (via any means) suggestions for improvements to the Tato Solution or any idea or proposal related to Tato or its businesses or properties (collectively, "Feedback"), Tato 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 Tato and waive in favor of Tato, its successors and assigns all your moral rights in the Feedback and agree to provide Tato such assistance as Tato may require to document, perfect and maintain Tato's rights to the Feedback. You acknowledge and agree that, by providing any Feedback to Tato, you are not entitled to any compensation or reimbursement of any kind from Tato under any circumstances.

10. Fees and Payment

10.1 Fees

Customer shall pay the relevant license fees and any other charges arising under this Agreement as stated in the applicable Order Form (the "Fees").

10.2 Payment Terms

The payment terms are set out in the applicable Order Form. Notwithstanding Customer's rights under articles 2125 through 2129 of the Civil Code of Quebec, which are hereby expressly waived by Customer, all Fees paid or payable under this 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.

10.3 Price Increase

Unless otherwise agreed to in an Order Form, Tato will not increase the license Fees for the Tato Solution more than once in any given calendar year. Tato will provide you with at least 60 days' advance notice of any increase in Fees.

10.4 No Payment

If Tato has not received payment of the applicable Fees then, without prejudice to Tato's other rights and remedies, Tato may suspend or terminate your license to the Tato Solution.

10.5 Interest

In addition to any other rights or remedies of Tato, any amount not paid by you when due shall bear interest at the rate that is the lesser of 1.5% per month or the maximum rate allowable by law.

10.6 Currency

Unless otherwise explicitly stated in the Order Form, all Fees are stated in the lawful currency of the United States (USD).

10.7 Taxes

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

11. Term and Termination

11.1 Term

The Agreement and the accompanying license of the Tato Solution come into effect on the last date of signature of the Order Form and shall remain in effect for the period identified in the applicable Order Form (the "Term").

11.2 Termination

You can terminate this Agreement at any time upon reasonable advance notice to Tato. Additionally, each party may terminate this Agreement at any time 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.

11.3 Effect of Termination

Upon termination of the Agreement:

1. You will immediately cease using the Tato Solution, the Tato Solution will stop processing any new Input and interoperability with any Third-Party Technology will terminate;
2. Tato shall be entitled to the payment of any remaining Fees accrued as of the date of termination;
3. You must delete any and all Confidential Information in your possession; and
4. You have 60 days from the effective date of termination to request that Tato provide you with a copy of all Customer Property in the form of raw data, after which Tato shall delete any Customer Property in its systems.

11.4 Recourse

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

11.5 Survival

Sections 6, 9, 11.3-11.5, 12, 14 and 15 shall survive any termination of the Agreement.

12. Confidentiality

12.1 Use and Protection

You acknowledge that the Tato Solution contains Intellectual Property Rights and proprietary information (as described in Section 8 above) which is the exclusive and valuable property of Tato, its Representatives or its licensors ("Confidential Information"). You will not, without the prior written consent of Tato, use the Confidential Information other than in connection with your access or use of the Tato Solution. You will treat the Confidential Information as confidential to and as the property of Tato and take reasonable and customary precautions to protect the confidential nature of the Confidential Information and prevent disclosure of such Confidential Information to any third party.

12.2 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 Tato 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 this Agreement; and (ii) such User is made aware that all Confidential Information is the confidential and proprietary material of Tato, its Representatives or its licensors. You shall remain responsible to Tato for any disclosure or use of Confidential Information by your Users contrary to the provisions hereof.

12.3 Exception

The restrictions imposed by this Section 11 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 this Agreement; (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 Tato; or (iv) is approved for such use or disclosure by written authorization of Tato.

12.4 Legal Disclosure

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

13. Warranty Disclaimer

13.1 Disclaimer

THE TATO SOLUTION IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. EXCEPT TO THE EXTENT SET FORTH IN THIS AGREEMENT, TATO 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, NON-INFRINGEMENT, COMPATIBILITY, QUALITY AND ACCURACY. IN PARTICULAR, TATO EXPRESSLY DECLINES THE FOLLOWING AND MAKES NO REPRESENTATION OR WARRANTY IN THESE REGARDS: (I) THE FACT THAT THE TATO SOLUTION WILL MEET YOUR OPERATIONAL REQUIREMENTS; (II) THE FACT THAT THE OPERATION OF THE TATO 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.

13.2 Disclaimer Regarding Artificial Intelligence

The Tato Solution makes use of artificial intelligence ("AI") and large language model ("LLM") systems. AI and machine learning are rapidly evolving fields of study and operation. Given the probabilistic nature of machine learning, use of the Tato Solution may in some situations result in incorrect or incomplete Output that does not accurately reflect real people, places, or facts. You must evaluate the accuracy of any Output as appropriate for its use case, including by using human review of the Output and Content. Due to the nature of machine learning, Output may not be unique across customers and their users and the Tato Solution may generate the same or similar Output for you or for a third party. Other customers may also ask the Tato Solution similar questions and receive the same response. Responses that are requested by and generated for other customers and their users are not considered Customer Property.

14. Limitation of Liability

14.1 Exclusion of Certain Damages

Tato shall not be liable and assumes no responsibility for (i) any loss or damage arising, directly or indirectly, from your omission to comply with, or any breach of, your obligations hereunder; (ii) any Tato Solution that has been modified or damaged by accident, abuse or misapplication; (iii) any Output generated by the Tato Solution or any interpretation or use by Customer or its Users thereof; and (iv) any Third-Party Technology or any modifications or upgrades thereto.

14.2 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT MAY TATO, 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 TATO SOLUTION, OR THE MISUSE OR INABILITY TO USE THE TATO SOLUTION, EVEN IF TATO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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.

14.3 Amount Limitation

THE OVERALL LIABILITY OF TATO OR ITS REPRESENTATIVES 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 TATO DURING THE 12-MONTH PERIOD PRECEDING THE EVENT FROM WHICH THE LIABILITY ARISES.

15. General

15.1 Publicity

Customer acknowledges and agrees that Tato may mention, in its corporate marketing material, press releases, social media and website, that Customer is a customer of Tato. In that regard, Customer agrees that Tato may use Customer's corporate names and logos, subject to applicable Customer logo policies.

15.2 Entire Agreement

These Terms, together with all applicable Order Forms, constitutes the entire agreement between you and Tato with respect to your use of the Tato Solution, superseding any prior agreements between you and Tato.

15.3 Modifications to these Terms

Tato reserves the right to make any non-material change to these Terms at any time and without prior notice. The latest version of these Terms can always be found at the following link: www.tato.co/terms. It is Customer's responsibility to check these Terms periodically for any changes. If Tato wishes to implement any material change(s) to these Terms, Tato shall notify you at least 14 days prior to such change(s) coming into effect. Your use of the Tato Solution following this 14-day notice period constitutes acceptance of any change(s).

15.4 Force Majeure

If Tato's performance is prevented or delayed by reason of any Force Majeure event, Tato 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. Tato's obligations hereunder shall be suspended for so long as, and to the extent that, such Force Majeure event prevents or delays its performance. Tato shall give you written notice of the commencement of a Force Majeure event. If Tato is unable to (i) resume performance; or (ii) provide reasonable assurance that it will resume performance reasonably soon, within 30 days after giving you written notice of the Force Majeure event, then you may terminate this Agreement upon 15 days' written notice. For the purpose of this Agreement, "Force Majeure" means any circumstances beyond Tato'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, or denial of service attacks.

15.5 Governing Law; Jurisdiction

This 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. Tato and Customer agree that any dispute arising out of or in connection with this 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 Tato 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.

15.6 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.

15.7 Transfer and Assignment

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 Tato's prior written consent. Any assignment, delegation or transfer which violates the foregoing will be void. This Agreement is assignable by Tato and Tato is entitled to subcontract any of its obligations under this Agreement, provided that any such subcontracting will not relieve Tato of its obligations to you.

15.8 Severability

If any of the provisions contained in this 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.

15.9 Waiver

The failure of Tato to enforce any provision of this Agreement shall not constitute a waiver of such provision or Tato's right to enforce such provision and every other provision.