Canada Terms Supplement

1. Application; Acceptance; Relationship to the Terms

1.1 Application and mandatory-law scope

This Canada Terms Supplement (the "Supplement") applies to every Customer that is resident in, organized under the laws of, or accessing or using the Services from Canada, and forms part of the Agreement between the Customer and Omni Data Tech Inc., an Ontario corporation ("Zeus"). This Supplement exists solely to implement provisions that mandatory Canadian federal or provincial law requires for Canadian Customers. It modifies the Terms only to the minimum extent that such mandatory law requires, and only for the Customers and subject matter that the mandatory law reaches. Except as expressly modified by this Supplement, every provision of the Terms — including every disclaimer, exclusion, limitation, release, waiver, indemnity, discretion and remedy limitation — continues to apply to Canadian Customers at full strength and to the maximum extent permitted by applicable law. Nothing in this Supplement grants the Customer any right, remedy, credit, refund, warranty, cure period or notice entitlement that the Terms do not grant.

1.2 Acceptance under Canadian law

By tapping the signup or continue control, signing in through a third-party identity provider, or accessing, browsing or using any Zeus surface from Canada, the Customer indicates that it has read and accepts the Terms together with this Supplement, which together constitute a binding legal agreement between the Customer and Zeus. Any continued use of or access to the Services is deemed the Customer's conclusive acceptance of the then-current version of the Terms and of this Supplement. If the Customer does not accept, its sole option is not to access or use the Services.

1.3 Precedence; no dilution; enforceability savings

If any provision of the Terms is restricted or unenforceable under mandatory Canadian federal or provincial law as applied to a particular Customer or claim, that provision applies to that Customer or claim with the minimum modification the mandatory law requires, and applies without modification to every other Customer, claim and jurisdiction. Zeus's liability to the Customer will not be limited or excluded where and only to the extent Zeus is not legally allowed to limit or exclude it; in every other respect the disclaimers, exclusions, caps, releases and waivers in the Terms remain in full force. This Supplement never operates to enlarge any right or remedy of the Customer beyond what mandatory law itself confers.

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2. Provincial Consumer-Statute Savings; Warranty, Liability and Refund Tiering

2.1 Provincial consumer-statute savings

Nothing in the Terms or this Supplement is intended to exclude, restrict or modify any right or remedy the Customer has under applicable Canadian consumer-protection legislation, including provincial consumer-protection statutes, to the extent that such right or remedy cannot lawfully be excluded, restricted or modified. Any such non-excludable right or remedy is preserved only to the minimum extent the applicable statute requires, and every disclaimer, exclusion, limitation and waiver in the Terms otherwise continues to apply to the maximum extent permitted by law. This clause does not itself create, enlarge or extend any right or remedy; it operates solely as a savings provision. This Supplement adds no refund, credit, warranty, service level, cure period or other remedy for Canadian Customers.

2.2 Canadian warranty and condition disclaimer tier

For Canadian Customers, the warranty disclaimer in the Terms is confirmed to extend, to the maximum extent permitted by applicable law and subject to Section 2.1, to ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING BY USAGE OF TRADE OR COURSE OF DEALING, OR OTHERWISE — INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE — in each case as those concepts are recognized under the laws of any Canadian province or territory or the federal laws of Canada. The Services remain provided strictly AS IS, AS AVAILABLE and WITH ALL FAULTS as stated in the Terms; this Section restates no warranty and creates none.

2.3 Refunds — statutory-guarantee savings only

Except as expressly set out in the Terms, and subject only to any right the Customer has under applicable Canadian consumer-protection legislation that cannot lawfully be excluded, all Fees are non-refundable and all payment obligations non-cancelable. Subject to Section 2.1, no refund is due to the Customer if the Customer cancels or terminates its subscription or if Zeus terminates it in accordance with the Terms, and there are no refunds or credits for partial periods, unused time, unused seats or features, upgrades, downgrades, or periods during which an account remained open but unused. This Section adds no refund right. It records only that the no-refund rule in the Terms operates in Canada subject to whatever minimum the applicable statute itself imposes.

2.4 Liability cap and exclusions — Canadian tier

The release, damage exclusions, aggregate liability cap and sole-remedy provisions of the Terms apply to Canadian Customers to the fullest extent permitted by applicable law. Some jurisdictions do not allow the disclaimer or exclusion of certain warranties or conditions or the limitation or exclusion of liability for certain damages; accordingly, to the extent a Canadian federal or provincial law prohibits a particular limitation or exclusion as applied to the Customer, that limitation or exclusion applies to the Customer only to the maximum extent the law permits, and all other limitations and exclusions remain fully enforceable. If the Customer is dissatisfied with any portion of the Services or with the Terms or this Supplement, the Customer's sole and exclusive remedy remains to discontinue use of the Services as stated in the Terms. This Supplement does not raise the aggregate cap stated in the Terms (the lesser of (a) the amounts you actually paid to Zeus (if any) in the twelve (12) months preceding the event giving rise to the liability or (b) one hundred United States dollars (USD $100)), does not restore any excluded damage category, and does not add any Canadian carve-out from the cap.

2.5 Release of unknown claims — Canadian formulation

The Terms contain a maximum-extent release of all claims, known or unknown, including a California Civil Code §1542-style waiver where applicable. No competitor in the verified corpus drafts a Canadian-law analogue of the §1542 unknown-claims waiver (Canadian release law differs and the waiver must not be transplanted from US precedent). A Canadian-law formulation of the unknown-claims release, if desired, must be supplied by qualified Canadian counsel. Until then, the global release applies to Canadian Customers per Sections 1.1 and 1.3 without a Canada-specific unknown-claims formulation.

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3. Dispute Resolution for Canadian Customers

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND AFFECTS THE CUSTOMER'S RIGHTS.

3.1 Provincial arbitration variant

The Terms contain an Arbitration Agreement which will, with limited exceptions, require Disputes between the Customer and the Zeus Parties to be submitted to binding and final arbitration. For Canadian Customers, and in place of the arbitral rules named in the Terms, any and all Disputes and claims between the Customer and the Zeus Parties will be resolved by private, confidential, binding individual arbitration conducted under the commercial arbitration rules and legislation of the Customer's province or territory of residence, before a single arbitrator. Before commencing any arbitration, the Customer must deliver an individualized written Notice of Dispute to Zeus at [email protected] (or by certified mail to 3601 Highway 7 East, Suite 1006, Markham, Ontario, L3R 0M3, Canada); if the Dispute is not resolved within sixty (60) calendar days after the Notice is received, the Customer or Zeus may commence an arbitration proceeding, and not before. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties. If either the substance of a claim or the relief sought is determined to have been frivolous or brought for an improper purpose, the claimant must reimburse all arbitration fees and costs the other side advanced or incurred. Any provision of applicable law notwithstanding, the arbitrator has no authority to award damages, remedies or awards that conflict with the Terms or this Supplement. To the extent permitted by applicable law, each party waives any right it may otherwise have under the laws of any jurisdiction to any form of appeal from the arbitral award. Zeus may bring any claims against the Customer in a court of law for Zeus's collection of any unpaid amounts owed by the Customer under the Agreement, and the small-claims and injunctive-relief carve-outs in the Terms continue to apply. The Arbitration Agreement, as modified by this Section, applies to every Dispute arising out of or relating to any subscription, billing or refund matter, which is pulled into this arbitration provision by incorporation, and survives termination of the Agreement.

3.2 Class action waiver; severance to Ontario courts

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THE ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE BASIS, AND ONLY INDIVIDUAL RELIEF IS AVAILABLE. THE CUSTOMER WAIVES ANY RIGHT IT MAY HAVE TO START OR PARTICIPATE IN ANY CLASS ACTION AGAINST THE COVERED PARTIES, AND AGREES TO OPT OUT OF ANY CLASS PROCEEDING AGAINST THE COVERED PARTIES. No arbitration may proceed in any manner as a class arbitration, a private attorney general arbitration, or an arbitration involving joint or consolidated claims, under any circumstance, unless all parties consent in writing. If applicable law precludes enforcement of this waiver or of the Arbitration Agreement as to a particular claim, that claim — and only that claim — will proceed on an individual basis in the provincial or federal courts sitting in Toronto, Ontario, and every other claim remains subject to arbitration under Section 3.1.

3.3 Waiver of jury trial

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE CUSTOMER AND ZEUS EACH WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND TO HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. If any claim, counterclaim or action nonetheless proceeds in court for any reason, the parties further agree, to the extent permitted by applicable law, to waive any right to trial by jury with respect to that claim, counterclaim or action.

3.4 Governing law and venue (unchanged)

The Terms and any action related thereto remain governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules and with the CISG excluded, exactly as stated in the Terms. Subject to the Arbitration Agreement as modified by this Section 3, each party consents to the exclusive venue and jurisdiction of the courts of the Province of Ontario sitting in Toronto for all non-arbitrable claims. Nothing in this Supplement modifies Zeus's rights under the Terms to seek equitable relief in any court of competent jurisdiction or to bring collection and enforcement actions in any lawful forum.

3.5 Québec dispute-resolution treatment

Québec law imposes specific constraints on dispute-resolution clauses, including arbitration limits for consumers under the Consumer Protection Act, adhesion-contract rules under the Civil Code of Québec, and French-language requirements applicable to the dispute clause itself. Sections 3.1 through 3.4 therefore apply in Québec only to the extent permitted by applicable law.

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4. Privacy Interface: Withdrawal of Consent (Non-Retroactive)

4.1 Consent withdrawal

Where applicable Canadian privacy law gives an individual the right to withdraw consent to the collection, use or disclosure of their Personal Information, the individual may withdraw consent, subject to legal or contractual restrictions and reasonable notice, and such withdrawal does not affect prior lawful processing. Withdrawal of consent does not affect processing that applicable law permits or requires Zeus to continue, and — because certain processing is necessary to provide the Services — withdrawal may result in Zeus being unable to provide some or all of the Services to the affected Customer or user. Requests are made through the channels described in the Privacy Policy (contact: [email protected]). The Privacy Policy is not part of the Agreement; this Section is an interface provision only and creates no contractual privacy remedy.

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5. Anti-Spam (CASL) Framing

5.1 Customer as sender; CASL compliance allocation

The Customer is the sender, originator and initiator of every message sent through or generated by the Services from the Customer's account — including SMS, calls and emails initiated from the Customer's own devices and emails dispatched at the Customer's direction, and including messages sent by the Customer's employees, Members, Helpers and contractors. The Customer — and not Zeus — is responsible for ensuring that it meets all legal obligations for sending communications to individuals in the jurisdictions where they reside, including all notice, consent, sender-identification, prescribed-information and unsubscribe-mechanism requirements of Canada's Anti-Spam Legislation (CASL) and every other applicable messaging or marketing law. The Customer warrants that it has obtained all legally required recipient consents before sending any commercial electronic message through the Services and is responsible for complying with all telephone-recording and wiretapping laws and requirements, including notifying parties that calls are being recorded where required. Zeus gives no warranty of delivery, timing or inbox placement, may filter, block, throttle or suspend messaging features without liability, and the Customer bears all carrier rates, fees and fines, all as stated in the Terms and in the SMS, Email and Messaging Terms, which this Section does not dilute.

5.2 Referral program — Canadian savings

All amounts or rewards payable or creditable by Zeus to a referral-program participant are subject to set-off by Zeus against any amounts owed by the participant to Zeus, the participant bears all taxes on any reward, and no reward will be paid, credited or honored where and to the extent prohibited by applicable law. This Section modifies nothing else in the Partner and Referral Terms; all eligibility gates, forfeitures, velocity caps, releases and indemnities there apply to Canadian participants at full strength.

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6. Copyright: Canadian Regime

6.1 Global copyright procedure; Ontario forum for non-US counter-notifiers

The copyright complaint procedure in the Copyright and Intellectual Property Policy applies to Canadian Customers, including Zeus's rights to remove allegedly infringing content without prior notice and to terminate repeat-infringer accounts at its sole discretion. In addition:

Except as otherwise provided in the Arbitration Agreement, any person outside the United States who submits a counter-notice consents to the jurisdiction of the Courts of the Province of Ontario in the City of Toronto, Canada, and agrees to accept service of process from the person who submitted the original notice.

6.2 Canadian notice-and-notice pathway

Canada's Copyright Act notice-and-notice regime (RSC 1985, c C-42, ss 41.25–41.27) differs from the US DMCA takedown regime, which is why Section 6.1 adds the Ontario forum described above rather than relying on a DMCA-only policy.

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7. Canadian Sanctions and Export Controls

7.1 Canadian-lists representation

In addition to (and without limiting) the Export Controls, Sanctions and Anti-Corruption clause of the Terms, the Customer represents and warrants — for itself and for every user it allows to access the Services — that it is not located in any country or territory subject to a Canadian or United States embargo or comprehensive sanctions, and that neither it nor any such user is designated or described on any relevant list of prohibited, restricted, sanctioned, or debarred parties maintained by Canada or the United States, including the U.S. Treasury Department's List of Specially Designated Nationals. Access to or use of the Services from any such sanctioned country or territory is prohibited. Breach of this Section is grounds for immediate termination of impacted accounts under the Terms, and the dedicated sanctions indemnity in the Terms applies to any resulting fines or penalties.

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8. Québec

Zeus does not offer the Services in Québec. Zeus has not published the French document set that the Charter of the French language (as amended by Bill 96) requires, and does not accept Customers whose place of business is in Québec. Zeus will publish that document set, and update this Supplement, before making the Services available in Québec. Nothing in this Section is a representation that the Services are, or will be, offered in Québec.

8.1 French language (Charter / Bill 96)

Zeus has not commissioned or published a French version of this Supplement, the Terms, the App interface or its standard commercial documents, which is why the Services are not offered in Québec (Section 8).

8.2 Québec Consumer Protection Act and Civil Code savings

Nothing in the Terms or this Supplement is intended to exclude, restrict or modify any right or remedy under the Québec Consumer Protection Act or the Civil Code of Québec that cannot lawfully be excluded, restricted or modified as applied to a particular Customer, and any such right is preserved only to the minimum extent that law requires.

8.3 Québec Law 25 privacy interfaces

Québec Law 25's structural privacy items — the published "person in charge of the protection of personal information", the s 8/s 8.1 collection-notice and technology-function disclosures, the s 17 out-of-Québec communication assessment and disclosure, and Québec data portability — are addressed in the Canada Privacy Supplement, which this Section does not restate.

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9. Ontario / Québec Consumer-Contract Mechanics

This Section is dark. Zeus is a business-to-business service (the Customer warrants business-purpose acquisition in the Terms). The provisions below activate only if and when a Customer is determined to be a Consumer under the Consumer Protection Act, 2002 (Ontario) or the Consumer Protection Act (Québec), and — for Section 9.2 — only if and when Zeus operates a live auto-renewing billing path.

9.1 Conditional consumer-contract disclosure mechanics

If and when applicable consumer-protection legislation classifies a particular Customer as a Consumer with respect to the Services, the disclosure, delivery and cancellation mechanics that legislation mandates apply to that Customer to the extent the legislation itself requires, per Sections 1.1 and 2.1.

9.2 Québec automatic-renewal mechanics — conditional on live billing

If and when Zeus makes a live auto-renewing purchase path available to Canadian Customers, the following applies (nothing in this Section states that Zeus currently auto-charges any stored payment method — no Zeus purchase path exists in release builds today):

Each paid subscription will continue for an additional equivalent period at Zeus's then-current price for such subscription, and the Customer agrees that its account will be subject to this automatic renewal feature, subject to the cancellation windows stated in the billing policy. Ceasing use of the Services or uninstalling the App will not cancel a subscription; billing continues until formal cancellation, which takes effect at the end of the then-current period. Renewal reminders, where not required by law, are best-effort courtesies; subject to Sections 1.3 and 2.1 and to any renewal notice mandated by applicable law, the Customer may not dispute a renewal charge on the ground that a courtesy reminder was missed or not received, and the Customer is responsible for tracking its own renewal and cancellation dates.

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10. Accessibility — AODA Customer-Service Elements

10.1 AODA customer-service policy elements

This Section applies only if and to the extent the Accessibility for Ontarians with Disabilities Act, 2005 (AODA) and its customer-service standard are statutorily triggered for Zeus. Where triggered:

Zeus is committed to ensuring equal access and participation for people with disabilities. Zeus will use reasonable efforts to ensure that its policies, practices and procedures governing the provision of its services to persons with disabilities are consistent with the principles of dignity, independence, integration and equal opportunity. Feedback concerning accessibility may be submitted to [email protected]; if feedback is in the nature of a complaint, the comments or allegations will be investigated — unless they are made in bad faith or are frivolous or vexatious — and a written response will be provided after investigation within a reasonable time.

Nothing in this Section is a representation or warranty that the Services or any Customer-facing artifact they generate complies with the AODA, the ADA or any other accessibility law; the no-accessibility-warranty clause of the Terms applies unmodified, and the Customer remains solely responsible for its own accessibility-law obligations toward its clients.

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11. GST/HST and Canadian Tax Matters

11.1 Taxes on Zeus Fees

All Fees are exclusive of all taxes, levies or duties imposed by taxing authorities — including GST, HST, PST and QST — and the Customer is responsible for payment of all such taxes, levies or duties, except taxes based on Zeus's net income. If any applicable law requires the Customer to withhold or deduct any amount from a payment to Zeus, the amounts due to Zeus shall be increased by the amount necessary so that Zeus receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had no withholding or deduction been made. Where the Customer is required to self-assess GST/HST or QST on the supply of the Services, the Customer shall do so and shall remit such amounts as applicable law requires. If the Customer does not provide Zeus with a valid country- or province-specific tax number or exemption certificate before its transaction is processed, Zeus will not issue refunds or credits for any tax that was charged; and if the Customer withholds any amount but does not provide a valid tax receipt within the period stated in the billing policy, all fees, inclusive of the withheld amount, become immediately due and payable. Billing currencies are per CAD (additional currencies, if offered, as shown at checkout).

11.2 Zeus invoice content (GST/HST registration)

If and when Zeus issues subscription invoices to Canadian Customers, those invoices will carry the disclosures required by the Excise Tax Act invoice-content regulations.

11.3 Taxes on the Customer's own sales; no tax advice

The tax posture in this Section 11 concerns only taxes on Zeus's Fees. Separately, and as stated in the Terms: the Services calculate and print tax lines solely from Customer-configured rates; the Customer is solely responsible for determining, collecting, withholding, reporting and remitting all taxes on its own sales (including GST/HST/PST/QST on the Customer's supplies to its Clients, which the Customer must self-assess and remit as applicable law requires); Zeus provides no tax, legal or accounting advice and no filing, remittance or compliance service; and the Customer holds Zeus harmless from audit outcomes tied to reliance on computed tax lines, all per the Terms, which this Supplement does not dilute.

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12. General

12.1 Incorporation; survival; severability

This Supplement is incorporated into and forms part of the Terms. The survival, severability, reformation, non-waiver and third-party-beneficiary provisions of the Terms apply to this Supplement as if set out in full here, including the rule that the severability clause remains subordinate to the Class Action Waiver architecture in Section 3. Capitalized terms not defined in this Supplement have the meanings given in the Terms and the defined-terms register they draw from. In the event of any conflict, this Supplement controls over the Terms only for Canadian Customers and only to the mandatory-law extent stated in Section 1.1; the Terms control in every other case.