MASTER SERVICEs AGREEMENT

Last Updated: August 24, 2026

This Master Services Agreement is a legal agreement between SoilFLO Inc. and the entity identified as the customer on the applicable Order Form (“Customer”). SoilFLO and Customer are each a “party” and collectively the “parties.”

By executing an Order Form that references this Agreement (as defined herein) and receiving any Services as described hereunder from SoilFLO, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement as of the date indicated on the applicable Order Form or the date of execution of the Order Form, whichever is earlier (the “Effective Date”).

If Customer does not agree to this Agreement, Customer must not access or use the Platform.

1. Definitions

1.1 Unless the context otherwise specifies or requires, the following terms shall have the following meanings in this Agreement (as defined below):

(a) “Affiliate” means with respect to any entity, any other entity directly or indirectly controlling, controlled by, or under direct or indirect common control with, such entity. For the purposes of this definition, “control” means: (i) ownership, beneficially or of record, of more than fifty percent (50%) of the voting securities of the other entity; or (ii) the ability to elect a majority of the directors of the other entity.

(b) Agreement” means, collectively, this Master Services Agreement and any schedules and exhibits attached hereto, the Order Form, any Statement(s) of Work entered into by the parties, the Supplementary Terms, and any other policies or documents made available to Customer by SoilFLO from time to time as it relates to the Services.

(c) “Authorized User” means the employees, independent contractors, consultants, or agents of Customer or its Affiliates who are authorized by Customer to access and use the Platform under this Agreement and for whom licenses have been ordered pursuant to an Order Form.

(d) “Customer Data” means any and all electronic data or other information that is: (i) uploaded or inputted by Customer or its Authorized Users to the Platform; (ii) stored by Customer or its Authorized Users via the Platform; or (iii) provided by Customer to SoilFLO, regardless of format, or collected and processed by or for Customer in connection with the Services, including the Personal Data of Customer’s employees and contractors. For greater certainty, Customer Data does not include Aggregated Data (as defined herein).

(e) “Data Controller” shall mean the natural or legal person who alone or jointly with others determines the purposes and means of the Processing of Personal Data.

(f) “Data Processor” shall mean the natural or legal person who processes Personal Data on behalf of the Data Controller.

(g) “Data Protection Laws” means all laws and regulations, including laws and regulations of Canada (including the Personal Information Protection and Electronic Documents Act (Canada) and the Canadian Anti-Spam Legislation, each as amended or superseded from time to time), the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, including the GDPR, applicable to the Processing of Personal Data under the Agreement.

(h) “Deliverables” means the work products, reports, configurations, custom dashboards, integrations, and other outputs conceived, developed, or produced by SoilFLO in connection with the provision of Professional Services under a Statement of Work.

(i) “Documentation” means the written or electronic documentation, including user manuals, reference materials, installation manuals and/or release notes, if any, that SoilFLO generally makes available to subscribers to the Platform, as the case may be.

(j) “Fees” mean Subscription Fees and Professional Services Fees, as applicable as set forth in the applicable Order Form(s) and/or Statement(s) of Work. 

(k) “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

(l) “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses. 

(m) “Order Form” means an order form executed by the parties that references this Agreement and sets forth the Subscription, Subscription Term, and the corresponding Fees, in addition to any special terms and conditions that may apply.

(n) “Personal Data” means any information relating to an identified or identifiable natural person as defined under applicable Data Protection Laws.

(o) “Platform” means the cloud-based, hosted version of the software for construction and environmental teams to track and manage excavated materials for which Customer is granted rights of access and use in accordance with this Agreement as specified in an Order Form, including any ancillary services available in connection therewith, as such Platform may be updated from time to time by SoilFLO in its sole discretion.

(p) “Privacy Policy” means the policy located at https://soilflo.com/privacy-policy/. 

(q) “Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

(r) “Professional Services” means implementation services, training, integration, configuration, customization, development of Deliverables, and other professional services provided by SoilFLO to Customer as further described in an applicable Statement of Work.

(s) “Professional Services Fees” means the fees for Professional Services set forth in the applicable Order Form. 

(t)“Services” means, collectively, the provision of the Platform and Professional Services to Customer by SoilFLO.

(u) “Service Level Agreement” or “SLA” means the service level agreement attached hereto as Schedule A.

(v) “Statement of Work” or “SOW” means each statement of work or similar document executed by the parties that references this Agreement and sets forth the Professional Services, including any key implementation milestones, Customer dependencies, or go-live support.

(w) “Subscription” means the right granted by SoilFLO to Customer to access and use the Platform in accordance with this Agreement and the applicable Order Form, for the Subscription Term specified in the applicable Order Form. 

(x) “Subscription Fee” means the fee payable by Customer for a Subscription as set out in the Order Form. 

(y) “Subscription Term” means the period of time that Customer is authorized by SoilFLO to access and use the Service (including the Documentation).

(z) “Support Services” means the technical support services for the Platform provided by SoilFLO as described in, and in accordance with, the Support Terms.

(aa) “Support Terms” means the terms on which SoilFLO provides Support Services to Customer, as further described in Schedule B.

2. Interpretation

(a) The words “including” and “includes” mean “including (or includes) without limitation.”

(b) References to “Sections” are to sections of this Master Services Agreement unless otherwise specified.

(c) Headings are for convenience of reference only and shall not affect the interpretation of this Master License Agreement.

(d) In the event of any conflict or inconsistency between the provisions of this Master Services Agreement and any Order Form, Statement of Work, or Schedule, the following order of precedence shall apply (from highest to lowest priority): (i) the applicable Order Form or Statement of Work (but only with respect to terms specific to that Order Form or SOW); (ii) the Schedules to the Master Services Agreement; and (iii) the body of this Master Services Agreement.

3. The Platform

3.1 Right to Use the Platform. Subject to the terms and conditions of this Agreement (including the applicable Order Form) and payment of the applicable Subscription Fees, SoilFLO hereby grants to Customer a non-exclusive, worldwide, non-transferable, non-sublicensable, internal right and license to: (a) access and use (and to permit Authorized Users to access and use) the Platform, solely during the Subscription Term; and (b) access and use, and to permit Authorized Users to access and use, the Documentation as reasonably necessary to support the Customer’s permitted use of the Platform during the Subscription Term. Customer’s Affiliates may access and use the Platform under this Agreement, provided that: (i) such use is subject to the terms and conditions of this Agreement; (ii) a separate Order Form is executed for each Affiliate (or the Affiliate is expressly identified in an existing Order Form); and (iii) Customer shall remain jointly and severally liable for the acts and omissions of its Affiliates in connection with this Agreement. Access to and use of the Platform by Customer, its Affiliates, and Authorized Users may be subject to specifications, limitations, and restrictions set forth in the applicable Order Form, including limits on the number of active sites, loads, users, or other usage metrics as defined therein.

3.2 Reservation of Rights. SoilFLO and its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trade-mark rights, trade secret rights and all other intellectual property rights), in and to the Platform and Documentation and any copies, corrections, bug fixes, enhancements, modifications or new versions thereof, all of which shall be deemed part of the Platform and subject to all of the provisions of this Agreement. Customer shall keep the Platform and Documentation free and clear of all liens, encumbrances and/or security interests. Subject to the limited rights expressly granted in this Agreement, SoilFLO reserves all rights, title and interest in and to the Platform and Documentation. No rights are granted to Customer pursuant to this Agreement other than as expressly set forth in this Agreement.

3.3 Restrictions. Customer shall not (and shall not allow Authorized Users or any third party to): (a) possess, download or copy the Platform or any part of the Platform, including but not limited any component which comprises the Platform, but not including any output from the Platform; (b) knowingly interfere with service to any of SoilFLO’s customers, host or network, including by means of intentionally submitting a virus, overloading, flooding, spamming, mail bombing or crashing the Platform; (c) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Platform and/or Documentation, except to the extent that enforcement is prohibited by applicable law; (d) circumvent any timing restrictions that are built into the Platform; (e) sell, rent, lend, transfer, distribute, license, or grant any rights in the Platform or Documentation in any form to any person without the written consent of SoilFLO; (f) remove any proprietary notices, labels, or marks from the Platform or Documentation; (g) create any “links” to or “frame” or “mirror” of the Platform or any portion thereof; or (h) use the Platform to create, collect, transmit, store, use or process any Customer Data that: (i) Customer does not have the lawful right to create, collect, transmit, store, use or process, or (ii) violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity). 

3.4 Feedback. Customer may provide reasonable feedback to SoilFLO including, but not limited to, suitability, problem reports, suggestions and other information with respect to the Platform (“Feedback”). Customer hereby grants to SoilFLO a fully paid-up, royalty-free, worldwide, assignable, transferable, sublicensable, irrevocable, and perpetual license to use or incorporate into the Platform, Documentation and any other SoilFLO products or services, or for any other purposes, any Feedback provided by Customer or its Authorized Users.

3.5 Aggregated Data.  Customer acknowledges and agrees that the Platform compiles, stores and uses aggregated data and system usage, analytics and diagnostic information to monitor and improve the Platform and for the creation of new products (“Aggregated Data”). All Aggregated Data collected, used, and disclosed by SoilFLO will be in aggregate, anonymized and/or de-identified form only and will not identify, and cannot reasonable identify Customer, its Authorized Users, Affiliates, Customer Data, Personal Data, or any of the Customer’s sites, projects, waste movements or operations. As such, Aggregated Data is not Customer Data.

3.6 DEFRA Compliance. If Customer is based in the United Kingdom, SoilFLO shall use commercially reasonable efforts to maintain the compatibility and integration of the Platform with the DEFRA Digital Waste Tracking Service to the extent required for the Platform’s intended functionality. If a material compatibility or integration issue arises, SoilFLO will use commercially reasonable efforts to remediate or provide a workaround within a reasonable period after becoming aware of, or receiving notice of, the issue. If the material compatibility or integration issue remains unresolved for a continuous period of thirty (30) days after SoilFLO becoming aware of, or receiving notice of, such issue, Customer may terminate this Agreement immediately upon written notice and receive a pro-rata refund of any prepaid Fees relating to the affected Services not provided as at the effective date of termination.

3.7 API Access.

(a) Access to SoilFLO’s application programming interfaces (“API Services”) is available as a separately priced add-on and is not included in the Services unless expressly specified in the applicable Order Form. Customer’s use of API Services shall be subject to: (a) the API-specific terms, documentation, and usage policies published by SoilFLO from time to time (the “API Terms”); (b) the rate limits, call volumes, and throughput restrictions specified in the applicable Order Form or API Terms; and (c) payment of the applicable API-related fees as set forth in the Order Form.

(b) SoilFLO reserves the right to modify, suspend, or discontinue API Services (or any portion thereof) at any time upon reasonable notice to Customer. SoilFLO may immediately suspend or throttle Customer’s API access if Customer exceeds the applicable rate limits or if SoilFLO reasonably determines that Customer’s use of the API Services poses a security risk or threatens the stability or performance of the Platform. Customer shall not: (i) use API Services to build a substantially similar or competing product or service; (ii) share API credentials with unauthorized third parties; or (iii) circumvent or attempt to circumvent any rate limits, authentication controls, or other technical restrictions applicable to the API Services.

4. Account Activation

4.1 Account. Customer is required to identify an administrative username and password to open an account with SoilFLO (an “Account”) in order to access and use the Platform. 

4.2 Passwords. Customer is responsible for keeping all Account passwords secure. SoilFLO will not be liable for any loss or damage caused by or arising from a failure by Customer or its Authorized Users to maintain the security of the Customer’s Account and password.

4.3 Customer Responsibilities. Customer is fully responsible for: (i) all use of the Platform by its Authorized Users; (ii) ensuring that each Authorized User complies with the terms of this Agreement; and (iii) the acts and omissions of its Authorized Users in connection with the Platform as if such acts or omissions were those of Customer. Customer is also responsible for all activity in its Account and for Customer Data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with Customer’s Account.

5. Professional Services

5.1 Professional Services. If agreed to in an Order Form and/or SOW, SoilFLO will provide Professional Services on a time and materials basis according to the terms and conditions in the Order Form, or the applicable Statement of Work and this Section 5. 

5.2 Deliverables. Unless otherwise expressly agreed in writing between the parties in a Statement of Work, SoilFLO shall own all rights, title, and interest in and to the Deliverables. Subject to Customer’s payment of the applicable Fees, SoilFLO hereby grants Customer a non-exclusive, non-transferable, royalty-free license to use the Deliverables solely in connection with Customer’s Subscription to the Platform during the Subscription Term.

5.3 Changes. Customer may request changes in the scope of the Profession Services provided under any Statement of Work by contacting SoilFLO’s designated representative (or such other representative named by SoilFLO), setting out the description of the requested change and using a change request format that has been agreed to in writing by SoilFLO and Customer. SoilFLO shall use commercially reasonable efforts to respond to such request as soon as reasonably practicable and, in any event, within thirty (30) days of receipt, or such shorter period as is reasonably necessary. Once the terms and conditions set out in any change request form are approved in writing by both parties, it becomes a “Change Order.” Substantial changes shall be effective only when authorized in a written Change Order executed by authorized representatives of the parties. Each Change Order shall refer to the applicable Statement of Work and shall state the specific changes to be made, any agreed adjustment to the Fees (if any), and any agreed adjustments to the implementation timetable, scheduled performance and/or completion date(s). Each Change Order when properly issued shall amend, modify and supplement the applicable Statement of Work.

5.4 Professional Services Fees and Payment.  Customer shall pay Professional Services Fees in accordance with SoilFLO’s then-current rates or as specified in the applicable Order Form or Statement of Work.  Customer shall reimburse SoilFLO for all reasonable out of pocket expenses (including travel, lodging and related expenses) incurred by SoilFLO in the performance of any Professional Services, provided that such expenses are approved in advance in writing by Customer. The Professional Services Fees shall exclude all applicable federal, state, provincial, value-added, goods and services, harmonized and local taxes. SoilFLO shall invoice Customer for Professional Services Fees. All such Professional Services Fees shall be paid within thirty (30) days of the date of the invoice.

5.5 Term and Termination. The term of the Professional Services engagement shall be specified in the applicable Order Form or Statement of Work. If Customer terminates a Professional Services engagement for any reason, Customer shall pay SoilFLO for any Professional Services performed (including all other costs for which SoilFLO has the right to reimbursement) up to the effective date of termination of such Professional Services engagement. Either party shall be entitled to immediately terminate a Professional Services engagement for cause in the event of the material breach by the other party of its obligations under this Agreement, provided that such material breach is notified to such party and is not cured within thirty (30) days of the date of such notice.

6. Support Services and Service Level Agreement

6.1 Support Services. During the Subscription Term, SoilFLO will provide Support Services at no additional charge, in accordance with the Support Terms attached hereto as Schedule B. SoilFLO may amend the Support Terms by giving Customer at least thirty (30) days’ written notice of any amendments thereto. SoilFLO shall not be required to provide Support Services if Customer is in default of any of Customer’s obligations under this Agreement.

6.2 Service Levels. SoilFLO shall provide the Platform in accordance with the SLA attached hereto as Schedule A. The SLA sets forth the agreed service levels, measurement methodology, and remedies for any failure to meet such service levels

6.3 Disaster Recovery. SoilFLO will be responsible for establishing, implementing, testing, and maintaining an effective business continuity plan (including without limitation disaster recovery and crisis management procedures) to provide continuous access to, and support for, the Platform. At a minimum, SoilFLO shall, at all times, (i) back up, archive and maintain duplicate or redundant systems that can fully recover the Platform and all Customer Data on a daily basis; and (ii) establish and follow procedures and frequency intervals for transmitting backup data and systems to SoilFLO’s backup location. Such back up storage and systems will be located at a secure physical location other than the location of SoilFLO’s primary system(s) and be updated and tested at least annually.

7. Customer Data; Obligations

7.1 Ownership. As between SoilFLO and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data. SoilFLO does not acquire any rights, title or ownership interest of any kind whatsoever, express or implied, in any of the Customer Data. SoilFLO shall not use any Customer Data is to train, develop or improve any artificial intelligence, machine learning or automated decision-making system, except with Customer’s prior express written consent.

7.2 Technical and Organizational Safeguards. In connection with the provision of the Services, SoilFLO will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Platform and Customer Data. Those safeguards will include, but will not be limited to, regular penetration testing or independent security testing of the Platform, vulnerability management, patching, and measures for preventing access, use, modification or disclosure of Customer Data by SoilFLO personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law and upon identification of lawful authority, or (c) as expressly permitted in writing by Customer. SoilFLO shall, in connection with the provision of the Services, comply with Data Protection Laws, as well as the SoilFLO’s Privacy Policy, which is hereby incorporated by reference. 

7.3 Reasonable Assistance. Customer shall provide SoilFLO with all data, information, and reasonable assistance required for the performance of SoilFLO’s obligations under this Agreement or the applicable Order Form or SOW, in a timely manner. Customer shall ensure the prompt cooperation of its personnel with SoilFLO in connection with SoilFLO’s provision of the Services.

7.4 Equipment. Customer is solely responsible for acquiring, servicing, maintaining and updating all equipment, computers, software and communications services (such as Internet access) that are required to allow Customer to access and use the Platform and for all expenses relating thereto. Customer agrees to access and use, and shall ensure that all Authorized Users access and use, the Platform in accordance with any and all operating instructions or procedures that may be issued by Company from time to time.

7.5 Customer Data Portability and Deletion. Upon request by Customer made during the Subscription Term or within thirty (30) days after the effective date of termination or expiration of this Agreement, SoilFLO will make the Customer Data available to Customer for export or download and shall provide all reasonable assistance and cooperation to facilitate the export or transfer of such data to the Customer. After such 30-day period, SoilFLO will have no obligation to maintain or provide any Customer Data, and will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, except that SoilFLO may retain such Customer Data, including Personal Data, for so long as, and only to the extent, necessary to comply with applicable legal or regulatory retention requirements, following which SoilFLO shall securely delete such retained data, including deletion from backups within the normal backup rotation cycle.

8. Protection of Personal Data

8.1 Customer is Data Controller. In relation to all Personal Data provided by or through Customer to SoilFLO under this Agreement, Customer will at all times remain the Data Controller and will be responsible for its compliance with all applicable Data Protection Laws. To the extent that SoilFLO processes Personal Data in the course of providing the Services under this Agreement, it will do so only as a Data Processor acting on behalf of the Customer (as Data Controller) and in accordance with the requirements of this Agreement and applicable Data Protection Laws.

1.1 Customer’s Obligations Regarding Personal Data. Customer’s instructions to SoilFLO for the Processing of Personal Data shall comply with Data Protection Laws. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired the Personal Data. Customer hereby represents and warrants to, and covenants with SoilFLO that Customer Data will only contain Personal Data in respect of which Customer has provided all notices and disclosures, obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable SoilFLO to provide the Services, including with respect to the collection, storage, access, use, disclosure and transmission of Personal Data, including by or to SoilFLO and to or from all applicable third parties.

1.2 SoilFLO’s Processing of Personal Data. SoilFLO shall secure Personal Data with all necessary safeguards appropriate to the level of sensitivity of the Personal Data. SoilFLO shall only Process Personal Data on behalf of and in accordance with Customer’s documented instructions and applicable Data Protection Laws for the following purposes: (a) Processing in accordance with the Agreement; (b) Processing initiated by Customer’s Authorized Users in their use of the Platform; and (c) Processing to comply with other documented reasonable instructions provided by Customer where such instructions are consistent with the terms of the Agreement and applicable Data Protection Laws. SoilFLO shall ensure that its personnel engaged in the Processing of Personal Data: (x) are informed of the confidential nature of the Personal Data, (y) have received appropriate training on their responsibilities, and (z) are under contractual or statutory obligations to maintain the confidentiality of Customer Data.  SoilFLO shall take commercially reasonable steps to ensure the reliability of any SoilFLO personnel engaged in the Processing of Personal Data.

8.2 California Consumer Privacy Act (CCPA). If Customer is located in the United States of America, SoilFLO is a “Service Provider” as such term is defined under §1798.140(v) of the CCPA. As such, SoilFLO shall not retain, use or disclose any personal information (as defined in the CCPA) received from Customer during the term of this Agreement for any purpose other than the specific purpose of providing the products and services specified in this Agreement or for such other business purpose as is specified in this Agreement.] 

1.3 Security Incident. If SoilFLO discovers, is notified of or suspects any (1) theft or unauthorized destruction, loss, alteration of or access to Customer Data or other Processing of Personal Data or; or (2) a breach of security relating to Customer Data, (each a “Security Incident”) SoilFLO shall, within a reasonable time: 

(a) notify the Customer representative at the address provided in the Agreement of such Security Incident by email or phone, but in no case later than seventy-two (72) hours after SoilFLO has become aware of or suspects the Security Incident; 

(b) with Customer’s consent, start an investigation of the Security Incident and take all appropriate actions to remediate the effects of the Security Incident and mitigate any risks that may arise from the Security Incident, and 

(c) fully cooperate in good faith with the Customer team in any investigation that they may undertake in relation to the incident. 

No independent action to correct a Security Incident shall be taken by SoilFLO unless failure to immediately respond will result in irreparable harm to Customer.

8.3 Sub processors. SoilFLO may engage sub processors to Process Customer Data in connection with the provision of the Services, provided that: (i) SoilFLO maintains a current list of sub processors and makes such list available to Customer upon written request; (ii) each sub processor is subject to data protection obligations that are no less protective than those set forth in this Agreement; and (iii) SoilFLO provides Customer with reasonable advance notice (not less than thirty (30) days) of any new sub processor engagement.

9. Fees and Payment  

9.1 Fees. Customer shall pay all Fees specified in each Order Form. Except as otherwise specified herein or in an Order Form, Fees are based on Subscriptions purchased and not actual usage, payment obligations are non-cancellable, Fees paid are non-refundable, and the number of Subscriptions purchased cannot be decreased during the applicable Subscription Term stated in an Order Form. Unless otherwise specified in the applicable Order Form, SoilFLO may increase the Fees applicable to any renewal term by providing Customer with written notice at least sixty (60) days prior to the commencement of any such renewal term. If no such notice is given, the Fees for the renewal term shall remain unchanged.

9.2 Invoicing and Payment. Unless otherwise stated in the Order Form:

(a) If Customer has selected an annual billing frequency, then Fees for Customer’s Subscription are due net thirty (30) days from the invoice date.

(b) If Customer has selected a monthly billing frequency, then Fees for Customer’s Subscription are due upon receipt of SoilFLO’s invoice.

Customer is responsible for maintaining complete and accurate billing and contact information with SoilFLO.

9.3 Overdue Charges. Any payment not received from Customer by the due date may accrue (except with respect to charges then subject to a reasonable and good faith dispute), at SoilFLO’s discretion, late charges at the rate of one and a half percent (1.5%) of the outstanding balance per month (19.57% per annum), or the maximum rate permitted by law, whichever is lower, from the date that is thirty (30) days after the original due date until the date paid. For greater certainty, interest shall not accrue during the first thirty (30) days following the due date of any invoice. 

9.4 Suspension for Non-Payment. SoilFLO may immediately suspend Customer’s Subscription to use the Platform if Customer fails to make any payment due in respect of the Services and does not cure such non-payment within ten (10) business days after receiving notice of such failure. Any suspension of the rights hereunder by SoilFLO under the preceding sentence shall not excuse Customer from its obligation to make all payment(s) under the Agreement.

9.5 Payment Disputes. SoilFLO will not exercise its rights under Sections 9.3 or 9.4 hereof if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

9.6 Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example sales, value-added, use, or withholding taxes assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If SoilFLO has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, SoilFLO will invoice Customer and Customer will pay that amount unless Customer provides SoilFLO with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, SoilFLO is solely responsible for taxes assessable against it based on its income, property and employees.

10. Confidentiality Obligations 

10.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Platform and Documentation, Customer Data (which is the Confidential Information of the Customer), business and marketing plans, technology and technical information, product designs, and business processes.  Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

10.2 Confidentiality. Subject to Section 10.4, and unless the Disclosing Party expressly agrees in writing otherwise, the Receiving Party will: (a) use the Disclosing Party’s Confidential Information only during the Subscription Term and only as necessary to perform the Receiving Party’s obligations under this Agreement; (b) disclose the Disclosing Party’s Confidential Information only to the Receiving Party’s directors, officers, agents, employees and authorized subcontractors and their employees and only to the extent that such disclosure is necessary to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under this Agreement. Customer shall not disclose any performance, benchmarking, or feature-related information about the Service.

10.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).

10.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

10.5 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

10.6 Return of Confidential Information. Upon Disclosing Party’s written request upon expiration or termination of this Agreement (or at any earlier time upon written request by the Disclosing Party), the Receiving Party will: (a) promptly deliver to the Disclosing Party all originals and copies, in whatever form or medium, of all the Disclosing Party’s Confidential Information and all documents, records, data and materials, in whatever form or medium, containing such Confidential Information in the Receiving Party’s possession, power or control and the Receiving Party will delete all of the Disclosing Party’s Confidential Information from any and all of the Receiving Party’s computer systems, retrieval systems and databases; and (b) request that all persons to whom it has provided any of the Disclosing Party’s Confidential Information comply with this Section 10.6.  

11. Limited Warranties and Disclaimers

11.1 Limited Warranties. SoilFLO hereby represents and warrants to Customer that:

(a) The Professional Services will be performed in a competent and professional manner consistent with generally accepted industry standards;

(b) During the Subscription Term, the Platform will perform materially in accordance with the Documentation therefor;

(c) the Platform will not contain any Malicious Code;  and

(d) it owns or otherwise has sufficient rights in the Platform and Documentation to grant to Customer the rights to access and use the Platform and Documentation granted herein.

11.2 Remedy. In the event of a breach of one or more of the warranties set forth in Section 11.1 hereof, SoilFLO shall use reasonable commercial efforts to correct such breach of the warranty. If SoilFLO is unable to remedy the breach of warranty within a reasonable time, SoilFLO shall refund the Subscription Fees paid for the Platform. 

11.3 Exclusive Remedies. THE WARRANTIES SET OUT IN SECTION 11.1 HEREOF ARE THE ONLY WARRANTIES PROVIDED BY SOILFLO AND THE REMEDIES SET OUT IN SECTION 11.2 HEREOF ARE THE SOLE AND EXCLUSIVE REMEDIES OF CUSTOMER FOR A BREACH OF WARRANTY. 

11.4 General Warranty Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, THE PLATFORM AND THE PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND SOILFLO MAKES NO REPRESENTATIONS OR WARRANTIES, AND THERE ARE NO CONDITIONS, ENDORSEMENTS, UNDERTAKINGS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, (INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, RESULTS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF THE TRADE) AS TO, ARISING OUT OF OR RELATED TO THE FOLLOWING: (I) THIS AGREEMENT; (II) THE SERVICES; AND/OR (III) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION OR CUSTOMER DATA TRANSMITTED TO OR FROM SOILFLO VIA THE PLATFORM. SOILFLO DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET ANY OR ALL OF CUSTOMER’S PARTICULAR REQUIREMENTS, THAT THE PLATFORM WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR THAT ALL PROGRAMMING ERRORS IN THE SOFTWARE CAN BE FOUND IN ORDER TO BE CORRECTED. SOILFLO DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

12. Indemnification by SoilFLO

12.1 Indemnification by SoilFLO. Subject to this Agreement, SoilFLO shall defend, indemnify and hold Customer harmless against any loss, damage or costs (including reasonable legal fees) incurred in connection with claims, demands, suits, or proceedings made or brought against Customer by a third party:

(a) alleging that the use of the Platform and Documentation as contemplated hereunder infringes the intellectual property rights of a third party (each an “Infringement Claim”); or

(b) arising from any negligent act or omission of SoilFLO, its employees, agents, or subcontractors in the performance of Professional Services under this Agreement, to the extent such claim is directly caused by such negligence or willful misconduct (each a “Services Claim”);

provided, that Customer (a) promptly gives written notice of the Infringement Claim or Services Claim to SoilFLO; (b) gives SoilFLO sole control of the defense and settlement of the Infringement Claim or the Services Claim (provided that SoilFLO may not settle or defend any such claim unless it unconditionally releases Customer of all liability); and (c) provides to SoilFLO, at SoilFLO’s cost, all reasonable assistance and information.

12.2 Exclusions.

(a) SoilFLO shall have no obligation under Section 12.1 with respect to an Infringement Claim to the extent arising from: (A) modification of the Platform by anyone other than SoilFLO; (B) Customer’s s use of the Platform in combination with third-party products, services, or data not provided by SoilFLO, where the infringement would not have occurred absent such combination; or (C) Customer Data or materials provided by Customer.

(b) SoilFLO shall have no obligation under Section 12.1 with respect to a Services Claim to the extent arising from: (A) Customer’s instructions, data, or materials provided to SoilFLO where SoilFLO acted in accordance with such instructions; (B) Customer’s failure to fulfil its cooperation obligations under this Agreement; or (C) any act or omission of Customer, its Affiliates, and their respective employees, agents, or subcontractors that caused or contributed to the loss.

12.3 Other Remedies. If (a) SoilFLO becomes aware of an actual or potential Infringement Claim, or (b) Customer provides SoilFLO with notice of an actual or potential Infringement Claim, SoilFLO may (or in the case of an injunction against Customer, shall), at SoilFLO’ sole option and determination: (i) procure for Customer the right to continue to use the Service; or (ii) replace or modify the Service with an equivalent or better Service so that Customer’s use is no longer infringing; or (iii) if (i) and (ii) are not commercially reasonable, as determined by SoilFLO in its sole discretion, terminate the rights granted hereunder to the Customer to access and use the Service and refund to Customer that portion of any prepaid Subscription Fees that is applicable to the period following the termination of the Subscription  pursuant to this Section 12.2, less any outstanding fees owed on such affected portion of the Service.

12.4 Sole Remedies. THIS SECTION 12 CONTAINS SOILFLO’S ENTIRE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, FOR INFRINGEMENT CLAIMS.

13. Indemnification by Customer. 

Customer shall defend, indemnify and hold SoilFLO harmless against any loss, damage or costs (including reasonable legal fees) incurred in connection with any claims, demands, suits, or proceedings made or brought against SoilFLO by a third party (a) alleging that the Customer Data or Customer’s use of the Platform in violation of this Agreement, infringes the intellectual property rights of, or has otherwise harmed, a third party; (b) based on a breach of any Data Protection Laws or a breach of this Agreement; or (c) caused by any negligent act or omission of Customer or its employees, contractors or agents (each a “Customer Indemnified Claim”); provided, that SoilFLO (a) promptly gives written notice of the Customer Indemnified Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Customer Indemnified Claim (provided that Customer may not settle or defend any Customer Indemnified Claim unless it unconditionally releases SoilFLO of all liability); and (c) provides to Customer, at Customer’s cost, all reasonable assistance and information.

14. Limitation of Liability

14.1 Exclusion of Indirect and Consequential Damages.  SUBJECT TO SECTION 14.4 HEREOF, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS).

14.2 Limitation of Liability. SUBJECT TO SECTION 14.4 HEREOF, IN NO EVENT SHALL EITHER PARTY’S MAXIMUM, CUMULATIVE AND AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR RELATING TO THE SUBJECT MATTER HEREOF FOR ALL CLAIMS, COSTS, LOSSES AND DAMAGES EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

14.3 Super Cap. Notwithstanding Section 14.2, SoilFLO’s total aggregate liability arising out of or in connection with SoilFLO’s violation of applicable Data Protection Laws in connection with the Processing of Personal Data under this Agreement, shall not exceed an amount equal to two times (2x) the total Fees paid or payable by Customer to SoilFLO under this Agreement.

14.4 Certain Damages Not Excluded or Limited. NOTWITHSTANDING THE FOREGOING, NO LIMITATION OF EITHER PARTY’S LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY TO (I) DAMAGES ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, (II) INDEMNIFICATION CLAIMS, (III) DAMAGES ARISING FROM INFRINGEMENT OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS; (IV) ANY CLAIMS FOR NON-PAYMENT, (V) FRAUD OR WILLFUL MISCONDUCT, OR (VI) BODILY INJURY OR DEATH.

15. Term and Termination

15.1 Term, Renewal. This Agreement commences on the date indicated in the initial Order Form and shall continue until terminated earlier in accordance with the provisions of this Agreement or applicable law. This Agreement shall remain in effect and govern all Order Forms until (i) the end of the Subscription Term under such Order Form, (ii) such Order Form is terminated by the parties, or (iii) there has been full performance of the parties’ respective obligations under such Order Form. Unless otherwise agreed upon in the applicable Order Form, Subscriptions shall automatically renew for additional periods of one (1) year at the list price then in effect at the time of renewal unless Customer gives SoilFLO written notice of non-renewal at least thirty (30) days prior to the end of the applicable Subscription Term.

15.2 Termination. Either party may terminate this Agreement or a Platform Subscription for cause (i) upon thirty (30) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon the expiry or termination of this Agreement, the rights and licenses granted to Customer hereunder automatically terminate.

15.3 Refund or Payment upon Termination. If this Agreement or a Platform Subscription is terminated by Customer in accordance with Section 15.2, SoilFLO will refund Customer any prepaid Subscription Fees covering the remainder of the term of the Subscription Term after the effective date of termination. If this Agreement is terminated by SoilFLO in accordance with Section 15.2, Customer will pay any unpaid Subscription Fees covering the remainder of the Subscription Term for any current Subscriptions. In no event will termination relieve Customer of its obligation to pay any Fees payable to SoilFLO for the period prior to the effective date of termination. 

15.4 Suspension of Access to Platform. In addition to any termination rights of SoilFLO pursuant to this Agreement, extraordinary circumstances may require SoilFLO to suspend or terminate (where appropriate), as determined in SoilFLO’s reasonable discretion, Customer’s access to and/or use of, or otherwise modify, the Platform in order to: (a) prevent material damages to, or material degradation of the integrity of, SoilFLO’s or its provider’s Internet network; or (b) comply with any law, regulation, court order, or other governmental order. SoilFLO will notify Customer of such suspension or termination action as far in advance of such suspension or termination as reasonably possible, and if such advance notice is not possible, then as soon as possible after such suspension or termination. In the event of a suspension, SoilFLO will limit such suspension to that which is minimally required and will promptly restore Customer’s access to the Platform as soon as the event giving rise to the suspension has been addressed (including by Customer agreeing to accept the risks associated with such suspension) or resolved. Unless caused by a breach of this Agreement by Customer: (i) all Subscription Fees related to the Subscription, or other suspended services shall be waived for the duration of the suspension and any such waived Subscription Fees which have been pre-paid shall be refunded to Customer; and (ii) in the event of a termination in connection with this Section 15.4, Customer shall receive a pro-rata refund of any and all prepaid Subscription Fees applicable to the remainder of the then-current Subscription Term.

15.5 Survival. The provisions in Sections 3, 7.4, 14, 15.3, 15.5, and 20 shall remain in force and effect after termination or expiry of this Agreement.

16. Regulatory Compliance

16.1 Data Accuracy. Customer shall remain solely responsible for ensuring the accuracy, completeness, and legality of any Customer Data, information, test results, classifications, waste descriptions, site details, consignment details, load records, and other content entered into the Platform by or on behalf of Customer or its Authorized Users. SoilFLO does not independently verify, validate, or audit the accuracy or completeness of Customer Data entered into the Platform and shall have no liability to Customer or any third party for any errors, omissions, or inaccuracies therein.

16.2 No Regulatory Advice. The Platform is a digital tracking and data management tool. It does not constitute, and shall not be construed as, legal, environmental, regulatory, health and safety, or compliance advice. Customer acknowledges that its use of the Platform does not relieve Customer of its independent obligations under all applicable laws, regulations, and industry standards relating to waste management, environmental protection, construction safety, soil tracking, material handling, duty of care, and record-keeping (collectively, “Applicable Regulatory Requirements”). Customer shall independently determine its compliance obligations and shall not rely on the Platform as a substitute for independent legal or regulatory analysis.

16.3 Regulatory Non-Compliance. In no event shall SoilFLO be liable for any claims, damages, losses, liabilities, costs, or expenses (whether incurred by Customer or third parties, and whether caused to persons, real property, personal property, or the environment) arising directly or indirectly from: (i) the non-compliance by Customer with any Applicable Regulatory Requirements relating to its business and operations; (ii) inaccurate, incomplete, or unlawful information entered into the Platform by or on behalf of Customer; (iii) Customer’s failure to maintain adequate independent compliance processes, checks, or controls outside of the Platform; or (iv) any regulatory enforcement action, fine, penalty, remediation order, or third-party claim arising from Customer’s waste management, environmental, or construction operations. This exclusion shall not limit SoilFLO’s liability for any failure of the Platform to operate in accordance with this Agreement.

17. Assignment

Customer may not assign any of its rights or obligations hereunder, whether by operation of law, change of control or otherwise, without the prior written consent of SoilFLO, which shall not be unreasonably conditioned, withheld, or delayed; provided, however, that Customer may assign, transfer or sublicence this Agreement to its Affiliates upon written notice to SoilFLO). Notwithstanding the foregoing, SoilFLO may assign this Agreement in its entirety, without consent of the Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relates. Any attempt by Customer to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

18. Supplemental Terms

SoilFLO may, from time to time, publish supplemental terms applicable to new features, modules, or components of the Platform (including, without limitation, offline functionality, artificial intelligence or machine learning features, or API services) (“Supplemental Terms”). SoilFLO shall provide Customer with written notice of any Supplemental Terms prior to Customer’s first use of the applicable feature or module. Customer’s use of any such feature or module shall constitute acceptance of the applicable Supplemental Terms. In the event of any conflict between Supplemental Terms and this Master Services Agreement, this Master Services Agreement shall prevail unless the Supplemental Terms expressly state otherwise with respect to the applicable feature or module. For greater certainty, Supplemental Terms shall not diminish Customer’s rights or expand Customer’s obligations under this Agreement without Customer’s prior written consent.

19. Notices

Any notice required or permitted to be given in accordance with this Agreement will be effective only if it is in writing and sent using: (a) email; (b) certified or registered mail; or (c) a nationally recognized overnight courier, to the appropriate party at the address set forth on the Order Form, with a copy, in the case of SoilFLO, to [email protected]. Each party hereto expressly consents to service of process by registered mail. Either party may change its address for receipt of notice by notice to the other party through a notice provided in accordance with this Section 19. Notices are deemed given upon receipt if delivered using email, two (2) business days following the date of mailing, or one (1) business day following delivery to a courier.

20. General

20.1 Customer Marks. Unless Customer opts out by indicating as such in an Order Form, Customer hereby grants SoilFLO a non-exclusive, non-transferable, royalty-free, revocable license during the Subscription Term to use Customer’s name, logo, and trade names solely to identify Customer as a customer of SoilFLO in SoilFLO’s marketing materials, press releases, and website, subject to Customer’s reasonable trademark usage guidelines as provided to SoilFLO in writing. Customer may revoke this license at any time by providing thirty (30) days’ prior written notice to SoilFLO, and SoilFLO shall remove all references to Customer from its marketing materials within a commercially reasonable time following receipt of such notice.

20.2 Force Majeure.  In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the party invoking this provision (including, without limitation, for causes due to war, fire, earthquake, flood, hurricane, riots, epidemic or pandemic, acts of God, telecommunications outage not caused by the obligated party, or other similar causes) (“Force Majeure Event”), the affected party’s performance will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence; provided that the affected party: (a) provides the other party with prompt notice of the nature and expected duration of the Force Majeure Event; (b) uses commercially reasonable efforts to address and mitigate the cause and effect of such Force Majeure Event; (c) provides periodic notice of relevant developments; and (d) provides prompt notice of the end of such Force Majeure Event. Obligations to pay are excused only to the extent that payments are entirely prevented by the Force Majeure Event.

20.3 Waiver. The failure of a party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.  

20.4 Unenforceable Provisions. If any provision of this Agreement is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this Agreement and this Agreement shall be reformed only to the extent necessary to make it enforceable under such circumstances. 

20.5 Independent Contractors. The relationship of SoilFLO and Customer established by this Agreement is that of independent contractors, and nothing contained in this Agreement will be construed to (i) give either party the power to direct and control the day to-day activities of the other, (ii) constitute the parties as legal partners, joint venturers, co-owners or otherwise as participants in a joint undertaking, or (iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever. All financial and other obligations associated with the businesses of the parties are their sole respective responsibilities. 

20.6 Governing Law. This Agreement shall be governed by the laws of the Province of Ontario, without regard to its conflict of law principles. The courts located in the Province of Ontario shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement and each party hereby consents to the exclusive jurisdiction of such courts. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded and does not apply to this Agreement. 

20.7 Entire Agreement. This Agreement constitutes the entire agreement between Customer and SoilFLO with respect to its subject matter and supersedes all prior to contemporaneous agreements, discussions, representations, and understandings, oral or written. No purchase order, acknowledgment, or other standard form of pre-printed terms of Customer shall modify or supplement the terms of the Agreement. In the event of any conflicts between this Agreement and an Order Form, the Order Form shall prevail solely with respect to the subject matter of such conflict. 

20.8 Remedies. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. 

20.9 Amendments. SoilFLO may ay update or modify this Agreement from time to time by posting an updated version on its website located at https://soilflo.com/. SoilFLO shall provide Customer with at least thirty (30) days’ prior written notice (by email to the address on file) of any material modification to this Agreement. Material modifications shall not apply retroactively and shall not take effect with respect to Customer’s then-current Subscription Term unless Customer provides its written consent; provided, however, that material modifications shall apply automatically upon the commencement of Customer’s next renewal term (or, if Customer is on a monthy Subscription, then on the 1st of the following month) unless Customer provides written notice of non-renewal in accordance with the applicable Order Form prior to the start of such renewal term. Non-material modifications (including clarifications, corrections, and updates required by applicable law) shall take effect upon posting. Customer’s continued use of the Platform after the effective date of any modification constitutes acceptance of the modified Agreement for purposes of any renewal term. Notwithstanding the foregoing, any modification to a specific Order Form or Statement of Work requires a written instrument signed by both parties.

SCHEDULE A

SERVICE LEVEL AGREEMENT

This Service Level Agreement forms part of the Agreement between SoilFLO and Customer. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

1. DEFINITIONS

“Availability” or “Available” means that the Platform is accessible and materially functional in accordance with the Documentation.

“Confirmation Target Time” means the target time from receipt of an Incident report until SoilFLO confirms receipt thereof.

“Downtime” means the total number of minutes during a Measurement Period in which the Platform is not Available, excluding Excusable Downtime.

“Excusable Downtime” means Downtime attributable to: (i) Scheduled Maintenance; (ii) acts or omissions of Customer, its Affiliates, Authorized Users, or any equipment, software, or systems under Customer’s control; (iii) Force Majeure Events; (iv) service suspensions in accordance with Section 15.4  of the Agreement; or (v) failures or issues with third-party services or connectivity outside of SoilFLO’s reasonable control.

“Final Resolution” means the definitive correction of an Incident such that the issue does not recur.

“Incident” means any defect, disruption, interruption, degradation, or other malfunction of any portion of the Platform.

“Measurement Period” means each calendar month during the Subscription Term.

“Scheduled Maintenance” means planned maintenance windows for the Platform. SoilFLO shall provide Customer with at least forty-eight (48) hours’ advance notice of Scheduled Maintenance, except in the case of emergency or security-related maintenance.

“Service Credits” means the credits available to Customer as set forth in Section 3 based on the Fees paid or payable for the Services for that affected month.

“Severity Level” means the classification of an Incident in accordance with Section 4.

“Temporary Resolution” means a workaround or temporary circumvention of an Incident that restores functionality pending a Final Resolution.

2. PLATFORM AVAILABILITY

2.1 Availability Commitment. SoilFLO shall use commercially reasonable efforts to make the Platform Available for at least 99.9% of the total minutes in each Measurement Period, excluding Excusable Downtime (the “Availability Commitment”).

2.2 Scheduled Maintenance. SoilFLO shall endeavour to perform Scheduled Maintenance during off-peak hours and shall provide Customer with at least forty-eight (48) hours’ prior written notice of any Scheduled Maintenance, except in the case of emergency or security-related maintenance where advance notice may not be practicable. SoilFLO will use commercially reasonable efforts to minimize the duration and frequency of Scheduled Maintenance.

2.3 Monitoring. SoilFLO shall implement and maintain reasonable monitoring procedures to measure and record Platform Availability. SoilFLO’s measurements and records shall be the authoritative source for purposes of calculating Availability and determining Service Credit eligibility, absent manifest error.

3. SERVICE CREDITS

3.1 Eligibility. If SoilFLO fails to meet the Availability Commitment in any Measurement Period, Customer shall be eligible to receive Service Credits as set forth in this Section 3, subject to the conditions and limitations set out herein.

3.2 Service Credit Schedule. The following Service Credits shall apply based on the Availability Commitment achieved during the applicable Measurement Period:

3.3 Claim Procedure. To receive Service Credits, Customer must submit a written claim to SoilFLO within thirty (30) days following the end of the Measurement Period in which the Availability Commitment was not met. The claim must include the dates and times of the alleged Downtime and any supporting documentation reasonably available to Customer. Failure to submit a timely claim shall constitute a waiver of Customer’s right to receive Service Credits for that Measurement Period.

3.4 Application of Service Credits. Service Credits shall be applied as a credit against Customer’s next invoice for Subscription Fees. Service Credits shall not be applied retroactively, shall not be redeemable for cash, and shall not carry forward beyond the then-current Subscription Term. The total amount of Service Credits to which Customer may be entitled to in any Subscription Term will not exceed thirty percent (30%) of Fees payable for the affected Services for the Subscription Term.

3.5 Exclusive Remedy. Service Credits constitute Customer’s sole and exclusive remedy, and SoilFLO’s entire liability, for any failure by SoilFLO to meet the Availability Commitment. Service Credits shall not limit or affect either party’s rights or obligations under the Agreement with respect to any other matter.

4. SEVERITY LEVELS AND INCIDENT CLASSIFICATION

Each Incident reported by Customer shall be assigned a Severity Level by SoilFLO based on the nature and impact of the Incident, as set out in the table below. SoilFLO shall use commercially reasonable efforts to assign a Severity Level upon receiving an Incident report from Customer and may re-classify an Incident as additional information becomes available.

5. INCIDENT RESPONSE AND RESOLUTION TARGETS

5.1 Incident Reports. Customer shall submit all Incident reports to SoilFLO’s through one of the channels described in the Support Terms. Each Incident report should include a description of the Incident, the Severity Level as assessed by Customer, steps to reproduce the Incident, and any relevant screenshots or log files. SoilFLO may request additional information from Customer to facilitate diagnosis and resolution.

5.2 Response and Resolution Targets. SoilFLO shall use commercially reasonable efforts to meet the following response and resolution targets for Incidents, measured from the time of receipt of an Incident report during Support Hours (or, for Critical Incidents, at any time):

5.3 Nature of Targets. The response and resolution targets set forth in Section 5.2 are targets only and do not constitute guarantees. Actual resolution times may vary depending on the complexity of the Incident, the availability of necessary third-party support, the responsiveness of Customer in providing required information, and other factors outside of SoilFLO’s reasonable control. SoilFLO shall keep Customer reasonably informed of the status of open Incidents and any material changes to expected resolution timelines.

5.4 Customer Obligations. Customer shall promptly respond to requests for information or clarification from SoilFLO, and shall provide SoilFLO with reasonable access to Customer’s systems and personnel as may be necessary to diagnose and resolve Incidents. Delays caused by Customer’s failure to fulfill its obligations under this Section 5.4 shall not be counted against SoilFLO for purposes of measuring compliance with response and resolution targets.

5.5 Closure of Incident Reports. SoilFLO shall close any ticket related to an Incident upon delivery of a Final Resolution or, where a Temporary Resolution has been provided and a Final Resolution is deferred to a future release, upon notification to Customer of the planned release schedule. Customer may re-open a ticket if the Incident recurs within thirty (30) days of closure without any intervening change to Customer’s environment or configuration.

6. ESCALATION

If Customer believes that an Incident is not being addressed with appropriate urgency or that the applicable response or resolution targets are not being met, Customer may escalate the matter by contacting SoilFLO’s designated escalation contact as identified in the Order Form or otherwise communicated to Customer in writing. SoilFLO shall acknowledge receipt of an escalation request within four (4) business hours and shall assign a senior technical resource to manage the escalated Incident. SoilFLO’s escalation team shall provide Customer with status updates at least every four (4) hours for Critical Incidents and at least once per business day for Serious Incidents until the Incident is resolved or a mutually agreed resolution plan is in place.

7. GENERAL

(a) This SLA is subject to, and incorporated into, the Agreement. In the event of any conflict or inconsistency between this SLA and the Agreement with respect to the subject matter hereof, this SLA shall govern to the extent of the conflict or inconsistency, unless the Agreement expressly states otherwise.

(b) SoilFLO reserves the right to amend or update this SLA from time to time on not less than thirty (30) days’ prior written notice to Customer; provided, however, that any amendment that would materially reduce the level of service provided to Customer shall not take effect until the commencement of the next Subscription Term renewal unless Customer provides its written consent. Customer’s continued use of the Platform after the effective date of any amendment shall constitute acceptance of the amended SLA.

SCHEDULE B

SUPPORT TERMS

The following technical support shall be available to the Customer:

1.Email

Customer may submit general support inquiries by email to [email protected]. Email submissions are monitored during Support Hours.

2. Helpdesk

Customer may submit a support ticket through the online helpdesk accessible via SoilFLO’s website. 

SoilFLO will use commercially reasonable efforts to respond to all helpdesk tickets within two (2) hours during Support Hours and to prioritize incidents based on severity and operational impact in accordance with the incident categorization set out in the SLA.

3. Support Hours

Unless otherwise set out in the Statement of Work, SoilFLO’s standard support hours are Monday through Friday, 8:00 AM to 6:00 PM Eastern Time, excluding statutory holidays observed in the Province of Ontario (the “Support Hours”). For Critical Incidents as described in the SLA, SoilFLO will use commercially reasonable efforts to provide support outside of Support Hours.