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Mazuly — Master SaaS Agreement

Version: 1.0 • Effective date: 23 October 2026 • Last updated: 23 October 2026

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS BINDING ARBITRATION PROVISIONS, WARRANTY DISCLAIMERS, CUSTOMER INDEMNITY OBLIGATIONS, AUTOMATIC-RENEWAL TERMS, AND A LIMITATION OF LIABILITY (SECTION 16) THAT MAY LIMIT YOUR RIGHTS, IF APPLICABLE.

1. Parties; acceptance; authority

This Master SaaS Agreement (the “Agreement”) is entered into between 15692016 Canada Inc., carrying on business as Mazuly (“Mazuly,” “Company,” “we,” “us,” “our”), and the business entity accepting this Agreement (“Customer,” “you,” “your”).

You accept this Agreement by ticking the acceptance box at sign-up or checkout, by signing an Order Form, or by using the Services after this Agreement has been presented to you. The individual accepting represents they have authority to bind Customer.

For electronic acceptance, Mazuly will present or link this Agreement and applicable incorporated documents before acceptance and request affirmative acceptance. Mazuly may retain the accepted version, date and time, accepting individual, Customer identity, and relevant electronic acceptance records. Creating an Account or using the Services constitutes acceptance only where Customer has been given reasonable notice of the terms and that the relevant action signifies acceptance.

The Services are not currently offered to businesses located in Quebec.

2. Definitions

“Account” means the account used to access the Services.

“Affiliate” means an entity controlling, controlled by, or under common control with a Party.

“Apps” means Mazuly’s mobile and desktop applications (if any).

“Authorized Users” means Customer’s employees, contractors, agents, and other persons Customer authorizes to use the Services.

“Customer Content” means all data, prompts, text, images, files, lists, templates, ads, offers, messages, credentials, and other materials submitted to or generated from Customer’s use of the Services (excluding Mazuly’s background technology).

“Documentation” means Mazuly’s then-current official user documentation and technical instructions expressly identified as applicable to the purchased Services and made available to Customer. Marketing materials, sales presentations, roadmaps, examples, and informal support communications are not Documentation or contractual performance commitments unless expressly incorporated in an Order Form in accordance with Section 3.2.

“Order Form” means a written or electronic ordering document, checkout screen, or plan page identifying purchased Services, fees, term, and usage limits.

“Services” means Mazuly’s hosted software (including the website, web application and any Apps), AI features, publishing tools, integrations, and related support services.

“Third‑Party Services” means third-party platforms, APIs, and providers used with the Services (including model providers, social media and business-profile platforms, hosting, and payment processors).

“Subscription Term” means the period during which Customer is authorized to access the Services under an Order Form.

“DPA” means the data processing addendum identified and made available to Customer with this Agreement or the applicable Order Form, as amended in accordance with Section 3.4. “Privacy Policy” means Mazuly’s privacy policy identified and made available with this Agreement or in the Services.

“Confidential Information” means non-public information disclosed by or on behalf of a Party that is identified as confidential or reasonably should be understood to be confidential in context, including business, technical, security, financial and pricing information, Customer Content, and Mazuly’s non-public technology, prompts, systems and product plans.

3. Contract documents; precedence

3.1 The following form part of this Agreement as applicable: (a) Order Forms; (b) the DPA; (c) any service-specific policies (including acceptable use requirements) posted in the Services; and (d) the Documentation.

3.2 Order of precedence (highest to lowest): (a) the DPA, solely for conflicts concerning the processing and protection of personal information; (b) Order Forms; (c) this Agreement; and (d) other referenced policies/Documentation. Section 16 applies to claims under the DPA unless the DPA expressly identifies Section 16 and states the agreed departure. An Order Form may specify Services, fees, Subscription Term, billing frequency and usage limits, but may override any other provision of this Agreement only if it expressly identifies the affected section and the intended departure and is approved in writing by an authorized signing officer of Mazuly. General descriptions on a plan page or checkout screen do not override Sections 12, 16, 17 or 19.

3.3 Customer purchase orders are for convenience only and do not modify this Agreement unless expressly accepted in writing by Mazuly.

3.4 Amendments. Changes to this Agreement, the DPA or incorporated policies must be made by written agreement or through an electronic amendment process that identifies the revised terms and obtains Customer’s affirmative acceptance. Mazuly may notify Customer of revised terms to apply at the next renewal at least 30 days before the deadline for cancelling that renewal; renewal on those terms requires notice that renewal signifies acceptance and an opportunity to cancel. Material changes during a committed Subscription Term require affirmative agreement, except changes required by applicable law or necessary to address an immediate security or abuse risk, which may take effect on notice to the extent reasonably necessary. No amendment retroactively changes accrued rights or a pending Dispute. Mazuly may update Documentation to reflect the Services, but such updates do not materially reduce purchased functionality or alter negotiated obligations during a committed Subscription Term without Customer’s agreement.

4. Access rights and licence grant

4.1 Subject to timely payment and compliance, Mazuly grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services (including any Apps) for Customer’s internal business operations.

4.2 Customer is responsible for all activity under its Account, including actions by Authorized Users.

4.3 Customer will keep credentials secure, use multifactor authentication where available, and promptly notify Mazuly of suspected unauthorized access.

4.4 Agency use. Where an Order Form expressly authorizes an agency or consultant plan, Customer may use the Services to provide services to its own clients within the specified account, user and usage limits. Customer must have authority to act for each client and all rights and instructions necessary to process client data, connect client accounts and publish communications. Customer remains responsible for client activity and compliance with this Agreement. Clients may access the Services only through expressly permitted client accounts as Authorized Users. This permission does not permit resale, sublicensing, white-labelling, shared credentials or operation of a competing platform unless expressly authorized in the Order Form. Subject to Section 7.4, Customer may supply generated output to its clients for their lawful business purposes.

4.5 Free, beta and test features. Mazuly may offer free, beta, trial, preview or test features. They are provided “as is”, without any warranty or support commitment, and may be changed, limited or withdrawn at any time without notice or liability.

5. Restrictions; acceptable use

Customer must not (and must not permit others to):

  • use the Services unlawfully or to violate any third-party rights;
  • send spam or communications lacking legally sufficient consent;
  • bypass usage limits, security controls, or access restrictions;
  • reverse engineer, decompile, disassemble, or attempt to discover source code, models, prompts, or non-public structure of the Services, except to the extent prohibited by law;
  • scrape or extract data except through authorized functionality;
  • use the Services to develop, train, benchmark, or improve a competing product without Mazuly’s prior written consent (except where prohibited by law);
  • create or publish false, misleading or incentivized reviews, testimonials or endorsements, or present generated or edited images as genuine results;
  • submit images or information about any person without all consents required by law;
  • use the Services in breach of any professional, regulatory or industry rules that apply to you, including advertising, confidentiality and health-privacy rules;
  • use the Services for sexual or adult content, illegal products or services, violence, hate, or to promote cannabis or vaping products;
  • solicit reviews selectively (for example, only from satisfied customers) or otherwise breach the review policies of any platform;
  • use any output, report or data from the Services to train or improve any AI model;
  • impersonate any person or business.

Mazuly may refuse, remove or disable any content, feature or account it reasonably believes breaches this section.

Mazuly may suspend review-related features if it reasonably believes they are being misused.

6. Customer responsibilities; compliance

6.1 Customer controls Customer Content and communications. Customer is solely responsible for the accuracy, completeness, and legality of Customer Content, promotions, and communications.

6.2 Customer is responsible for obtaining and maintaining all rights, consents, authorizations, and lawful bases required for (a) Customer Content, and (b) Customer’s use of publishing features and connected accounts.

6.3 Except for content published through an automation Customer has enabled under Section 7.3A, Customer must independently review and verify any AI output before publishing, sending, or relying on it.

7. AI features

7.1 Probabilistic technology. AI features may produce inaccurate, incomplete, biased, offensive, or non-unique outputs.

7.2 No professional advice. Output is not legal, medical, financial, or other professional advice and must not be relied on as such.

7.3 Human-in-the-loop. Except for content published through an automation Customer has enabled under Section 7.3A, Customer must have an appropriately qualified person review and approve output before publication or use, including pricing, discounts, hours, and regulated content.

7.3A Automations. Certain features can generate and publish content without Customer’s approval of each item, such as automatic replies to reviews and content in a plan Customer has approved. Automations run only after Customer enables them or approves the relevant plan, and Customer may disable them at any time. By enabling an automation, Customer instructs and authorizes Mazuly to generate and publish that content on Customer’s behalf without further review, and Customer is solely responsible for that content as if Customer had reviewed and approved each item. Mazuly may, at its discretion, hold, delay or not publish any automated content.

7.4 Output rights. As between the Parties, Customer retains its rights in Customer Content. Mazuly retains all rights in the Services and background technology. Subject to payment, Customer may use output generated for Customer’s lawful business purposes, but output may be subject to Third‑Party Services terms and may not be protectable. Output is not exclusive, and Mazuly may generate the same or similar output for other customers.

7.5 Disclosure. Customer is responsible for any disclosure that content was created or altered with AI where required by law or platform rules. Mazuly is not required to label content Customer publishes.

7.6 Providers and models. Mazuly may use third-party technology providers and may change providers, models or features at any time. Output may vary.

7.7 Content controls. Mazuly may decline to generate, or may hold or modify, any content at its discretion, including content that fails its safety, accuracy or policy checks. Doing so is not a breach of this Agreement.

8. Publishing

8.1 Customer is solely responsible for all content published through the Services to its connected accounts, including content published through automations, and for compliance with platform terms and with laws on advertising, reviews, endorsements, consumer protection and privacy.

8.2 Mazuly does not guarantee that any platform will accept, display, keep or deliver any content, or the timing of publication.

8.3 Mazuly may pause, hold, modify or stop publishing at any time, including to address suspected unlawful content, safety or quality concerns, compromised credentials or platform requirements.

8.4 Customer will reimburse Mazuly for platform penalties, third-party charges and remediation costs arising from Customer’s content or breach of Sections 5, 6 or 8.

9. Third-Party Services; integrations

9.1 Third‑Party Services are not controlled by Mazuly. Subject to Section 9.3, Mazuly is not responsible for Third‑Party Services availability, security, accuracy, outages, policy changes, feature deprecations, or account suspensions.

9.2 When Customer connects a third-party account (such as a social media or business-profile account), Customer authorizes Mazuly and its service providers to access that account and, as directed by Customer or by an automation Customer enables, to publish content and replies in Customer’s name, retrieve reviews, posts and related information, and transmit information as necessary to provide the Services. Customer is solely responsible for complying with the terms and policies of each connected platform, including any requirement to disclose promotional or AI-generated content. Mazuly is not responsible for any action a platform takes concerning Customer’s account or content.

9.3 Customer-selected integrations and subprocessors. Customer is responsible for its separately contracted or selected third-party accounts and compliance with their applicable terms. Providers engaged by Mazuly to process personal information on Customer’s behalf are subprocessors governed by the DPA. The exclusions in Section 9.1 do not relieve Mazuly of its express obligations under the DPA or applicable non-excludable privacy and security duties, including applicable accountability obligations when outsourcing processing. Section 16 remains applicable as provided in Section 3.2.

9.4 Platform changes. Mazuly may suspend, limit or end any integration or connection to a third-party platform if the platform changes, restricts or ends access, or changes its terms or technical requirements, without liability to Customer.

10. Fees; taxes; renewal

10.1 Fees are as stated in the Order Form. Unless otherwise stated, fees are charged in advance and are non-refundable except as required by law or expressly provided in Sections 14 or 18. Each Order Form will state the purchased plan, committed Subscription Term, billing frequency, currency, usage limits and any minimum commitment. Billing frequency does not shorten a committed Subscription Term. Credits are governed by Section 10.5.

10.2 Customer is responsible for applicable taxes (other than taxes on Mazuly’s net income).

10.3 Auto‑renewal. Unless the Order Form states otherwise, subscriptions renew automatically for successive periods equal to the expiring Subscription Term. Customer may cancel renewal through the cancellation functionality in the Services or by notice to Mazuly under Section 20 no later than 30 days before expiry; for month-to-month subscriptions, cancellation must be received before the next renewal date. Cancellation stops the next renewal and does not terminate the current committed Subscription Term or release fees payable for it. Mazuly will confirm a cancellation request electronically; failure to send a confirmation does not invalidate a timely, properly submitted cancellation.

10.4 Renewal pricing. Mazuly may change fees or usage pricing for a renewal by notice at least 30 days before the applicable non-renewal deadline, allowing Customer to cancel renewal before the change takes effect. Fees for the current committed Subscription Term do not change without agreement, except for taxes or third-party charges whose adjustment mechanism is expressly accepted in the Order Form.

10.5 Credits. (a) Certain features use credits. The credit price applicable to a feature is shown before you use it; Mazuly may change credit prices for future use. (b) Credits are a limited, non-transferable right to use the Services. They have no cash value, are not property, and cannot be sold, transferred or exchanged for money. (c) Credits are not refundable, except where required by law. (d) Monthly allowance credits expire at the end of each billing period and do not roll over. Purchased top-up credits do not expire while your account remains open and are used after your monthly allowance. All credits are forfeited when your account is closed or terminated, except where law requires otherwise. (e) If Mazuly determines that an action did not produce a usable result, the credits for that action are returned to your balance; this is your sole remedy for that action. (f) Mazuly may apply daily or other usage limits, and may throttle, queue or pause usage to protect the Services; no minimum processing speed or volume is promised.

11. Confidentiality

Each Party will protect the other Party’s Confidential Information using reasonable care and use it only to perform under this Agreement.

11.1 Exclusions. Confidential Information excludes information the receiving Party can demonstrate was lawfully known without restriction before disclosure, becomes public without breach, is independently developed without use of the disclosing Party’s information, or is lawfully received from a third party without a confidentiality duty.

11.2 Permitted disclosures. A receiving Party may disclose Confidential Information to its personnel, Affiliates, professional advisers and service providers who need to know it for permitted purposes and are bound by appropriate confidentiality duties. The receiving Party is responsible for their compliance. Disclosure required by law, court order or a competent regulator is permitted; where legally allowed, the receiving Party will give prompt notice and reasonable assistance, at the disclosing Party’s expense, to seek protection, and disclose only what is required.

11.3 Duration and disposition. These duties continue during the Agreement and for 3 years after termination, and for trade secrets for as long as they remain trade secrets under applicable law. On reasonable request following termination, the receiving Party will return or delete Confidential Information, subject to Section 18.4, legal retention requirements and routine backup retention. Retained information remains protected under this Section; personal information is governed by the DPA and applicable law.

12. Intellectual property

12.1 Mazuly IP. Mazuly and its licensors own all rights in the Services, Documentation, and background technology.

12.2 Customer Content. Customer retains ownership of Customer Content. Customer grants Mazuly a worldwide, non-exclusive licence to host, process, transmit, and display Customer Content as necessary to provide, maintain, and secure the Services, enforce this Agreement, and comply with law.

12.3 Feedback. Customer grants Mazuly a perpetual, irrevocable, worldwide, royalty-free licence to use and commercialize feedback without restriction.

12.4 Model training and analytics. The licence in Section 12.2 does not authorize Mazuly or its model providers to use Customer Content to train general-purpose or shared AI models without Customer’s separate express opt-in agreement. Mazuly may process Customer Content for the purposes expressly permitted by Section 12.2. Any additional product-improvement or analytics use involving Customer Content or personal information requires a separately documented lawful basis and authorization, as applicable, consistent with the DPA and Privacy Policy. Notwithstanding the foregoing, Mazuly may collect and use information about the use and performance of the Services, and aggregated or de-identified data derived from Customer Content, to operate, secure, analyse and improve its products and services, provided it does not identify Customer or any individual.

13. Privacy; data protection

Mazuly’s handling of personal information is described in the Privacy Policy. Where Mazuly processes personal information on Customer’s documented instructions, the DPA applies.

13.1 Processing terms. Before processing personal information on Customer’s behalf, the Parties will identify the applicable DPA and processing instructions. The DPA must address processing purposes and duration, data and individual categories, confidentiality, appropriate technical and organizational safeguards, security-incident notification without undue delay, subprocessor authorization and flow-down obligations, international transfers, assistance with individual requests and applicable compliance obligations, retention, return/deletion and reasonable compliance information. Customer will not submit sensitive or specially regulated information unless expressly authorized under an Order Form and appropriate processing terms. Nothing in this Agreement excludes either Party’s mandatory privacy obligations.

13.2 Roles. Customer is responsible for the lawfulness of its collection, instructions and disclosures. Mazuly will process personal information on Customer’s behalf only on documented instructions, except as required by law, and will maintain safeguards appropriate to the information and risks as specified in the DPA. Processing for Mazuly’s own account-administration, billing or other independently determined purposes is subject to applicable law and the Privacy Policy.

14. Limited warranty

Mazuly warrants that during a paid Subscription Term the Services will perform in all material respects in accordance with the Documentation (if any) when used as authorized.

14.1 Notice and remedy. Customer must notify Mazuly promptly of a claimed material non-conformity, providing sufficient detail to reproduce it. Mazuly will use commercially reasonable efforts to correct the non-conformity or provide a materially equivalent workaround within 30 days after adequate notice, or another period agreed in writing. If Mazuly cannot do so, Customer may terminate the affected Services by notice and receive a pro rata refund of prepaid subscription fees for those Services covering the period after termination. This is Customer’s exclusive contractual remedy for breach of the warranty in this Section, subject to non-excludable rights. Such refund is a repayment of unused prepaid fees and is not subject to Section 16.2.

14.2 Exclusions. The warranty does not apply to non-conformities caused by unauthorized use or modification, Customer Content or systems, failure to follow applicable Documentation, or customer-selected Third‑Party Services. It does not warrant particular commercial results, uninterrupted or error-free operation, or AI output accuracy. These exclusions do not excuse Mazuly’s express DPA obligations or non-excludable duties.

15. Disclaimers

EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 14, THE SERVICES (INCLUDING AI FEATURES AND OUTPUT) ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAZULY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO SALES STATEMENT, FORECAST OR SUPPORT COMMUNICATION CREATES A WARRANTY UNLESS EXPRESSLY AGREED UNDER SECTION 3.2. NOTHING IN THIS SECTION EXCLUDES A WARRANTY, CONDITION OR RIGHT THAT CANNOT LAWFULLY BE EXCLUDED.

16. Limitation of liability

16.1 Exclusion of damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAZULY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, OR GOODWILL.

16.2 Aggregate cap: TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAZULY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, ALL ORDER FORMS, ALL ADDENDA/POLICIES, AND THE PARTIES’ RELATIONSHIP WILL NOT EXCEED CAD $100. MULTIPLE CLAIMS DO NOT INCREASE THIS CAP.

16.3 Application and beneficiaries: The exclusions and cap apply regardless of the form or legal theory of claim, including contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, to the extent legally permissible, even if Mazuly was advised of the possibility of the loss. They apply collectively to Mazuly, its Affiliates, licensors, and their respective directors, officers, employees and contractors in connection with the Services; their combined liability does not exceed the cap in Section 16.2. Each is an intended beneficiary of this Section and may rely upon it, and Mazuly contracts for these protections on their behalf.

16.4 Mandatory limits and refunds: Nothing excludes liability or remedies to the extent they cannot lawfully be excluded or limited. Express refunds of unused prepaid fees under Sections 14 and 18 are not damages subject to Section 16.2. Section 16 limits Mazuly-side liability only and does not cap Customer’s payment, reimbursement or indemnification obligations. The Parties acknowledge the allocation of risk in this Section as part of the pricing and commercial bargain. If a provision is unenforceable, Section 21.3 applies; no acknowledgement overrides mandatory law.

17. Indemnification (by Customer)

Customer will defend, indemnify, and hold harmless Mazuly and its Affiliates from third-party claims arising out of or relating to Customer Content, Customer communications, Customer’s failure to obtain consent/comply with law, or Customer’s breach/misuse.

17.1 Covered persons and losses. The protection in this Section also covers Mazuly’s and its Affiliates’ respective directors, officers, employees and contractors. It includes damages, judgments, settlements approved under Section 17.2, and reasonable legal fees, defence and investigation expenses resulting from a covered third-party claim. Fines and penalties are included only to the extent lawfully indemnifiable. Customer is not responsible to the extent a claim is caused by an indemnified person’s own breach, negligence or unlawful conduct.

17.2 Procedure. Mazuly will promptly notify Customer of a covered claim; delay relieves Customer only to the extent materially prejudiced. Customer will assume the defence promptly with competent counsel reasonably acceptable to Mazuly. Mazuly will provide reasonable cooperation at Customer’s expense and may participate through separate counsel at its own expense, except where a material conflict reasonably requires separate counsel, in which case reasonable costs are covered. Customer may not settle a claim without Mazuly’s written consent if it requires an admission, non-monetary obligation, payment by an indemnified person, or fails to provide a full release. If Customer fails to defend promptly, Mazuly may reasonably defend or settle the claim and recover covered costs, after reasonable notice where practicable. Mazuly will take reasonable steps to mitigate covered loss. No amount may be recovered twice.

18. Suspension; termination

18.1 Suspension. Mazuly may suspend the affected Services or Account for actual or reasonably suspected security threats, abuse, non-payment or legal risk. Suspension will be proportionate where reasonably practicable. Mazuly will give notice and a reasonable opportunity to resolve the issue unless urgent action is reasonably necessary, notice is prohibited by law, or notice would compromise security or an investigation. For non-payment, Mazuly will ordinarily provide at least 2 business days’ notice after payment is overdue before suspension. Mazuly will restore access when the grounds are resolved to its reasonable satisfaction. Fees for the committed Subscription Term remain payable during suspension caused by Customer’s breach, subject to non-excludable rights.

18.2 Termination for breach. Either Party may terminate this Agreement or the affected Order Form by notice describing a material breach if the other Party fails to cure it within 30 days after receipt. A Party may terminate immediately for a material breach incapable of cure. Mazuly may terminate immediately where Customer’s continued use is unlawful or presents an imminent material security threat, or for repeated material abuse after prior notice. Suspension does not itself terminate the Agreement.

18.3 Discontinuation. Mazuly may discontinue affected Services or terminate an Order Form for convenience on at least 30 days’ notice. Where discontinuation is legally required or necessary to address an imminent material threat, Mazuly may give shorter notice as reasonably necessary.

18.4 Deletion and retention. Mazuly may delete Customer Content in accordance with the DPA and documented retention schedules, except information reasonably retained for legal compliance, dispute preservation or routine backups. Backup copies may remain until overwritten in the ordinary cycle and remain protected and restricted from active use except for recovery or legally required purposes. Content already published to a third-party platform remains subject to that platform’s control and is not removed from it by deletion from the Services; Mazuly is not responsible for removing it. Customer is responsible for exporting any content it wishes to keep before its access ends. Mandatory deletion, retention and individual rights prevail.

18.5 Survival. Accrued payment obligations and Sections 5 (as applicable to retained materials), 7.4, 8.4, 10.4, 10.5, 11, 12, 13 (while information is retained), 15, 16, 17, 18.4–18.5, 19, 20 and 21 survive termination or expiry to the extent necessary to give them effect. No survival provision extends the access licence or authorizes new processing inconsistent with the DPA.

19. Dispute resolution

i. Agreement to arbitrate. Except for the Excluded Claims in Section 19(ii), any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, any Order Form, or the Parties’ relationship (including the existence, validity, interpretation, breach, termination, or enforceability of this Agreement) (a “Dispute”) will be finally resolved by binding, confidential arbitration.

ii. Excluded Claims. The following are not subject to arbitration (the “Excluded Claims”): (a) claims seeking temporary, preliminary, or permanent injunctive or other equitable relief to prevent or stop actual or threatened infringement, misuse, or misappropriation of intellectual property rights or Confidential Information; and (b) claims within the jurisdiction of a small claims court, to the extent permitted by applicable law and brought on an individual basis.

iii. Seat and governing law. The arbitration will be seated in Toronto, Ontario, Canada, and the arbitration agreement in this Section will be governed by the arbitration law applicable at the seat.

The arbitration will be administered by the ADR Institute of Canada (ADRIC) under its then-current arbitration rules. If ADRIC is unavailable or declines to administer, the Parties will agree on another reputable administrator and substantially similar rules within 15 days after notice. If they cannot agree, either Party may seek appointment or other appropriate assistance from a competent court at the seat under applicable arbitration law. There will be one arbitrator, appointed in accordance with the applicable rules. Proceedings will be conducted in English and may be held remotely unless the arbitrator determines an in-person hearing is necessary. The Parties may agree to documents-only or expedited procedures proportionate to the Dispute. Initial deposits and final allocation of costs will follow the applicable rules, subject to the arbitrator’s powers and mandatory law. If Customer demonstrates that required initial arbitration charges would effectively prevent access to dispute resolution, Mazuly will advance the portion necessary to avoid that result, subject to lawful final allocation by the arbitrator.

iv. Confidentiality. The existence of the arbitration, all materials exchanged, and any award will be confidential, except to the extent reasonably necessary to enforce or challenge an award, comply with law or regulatory requirements, obtain legal, accounting or insurance advice or coverage, or disclose to professional advisers, auditors, insurers or bona fide financing or transaction counterparties subject to appropriate confidentiality duties. This provision does not restrict protected reports to competent authorities.

v. Class/representative action waiver. To the maximum extent permitted by law, Customer agrees that any Dispute will be brought only in Customer’s individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, coordinated, or representative proceeding.

vi. Jurisdiction of Courts. If a court of competent jurisdiction determines that a Dispute is not arbitrable or that this Section is unenforceable as to that Dispute, then solely for that Dispute, the Parties irrevocably attorn to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada, and waive objections based on venue or forum non conveniens. The courts at the seat may also grant interim relief and exercise supervisory or enforcement jurisdiction permitted by applicable arbitration law. Excluded Claims may be brought in the courts located in Toronto, Ontario, subject to mandatory jurisdictional rules and recognition or enforcement proceedings elsewhere.

vii. Substantive governing law. This Agreement and all related contractual and non-contractual claims are governed by the laws of Ontario and the federal laws of Canada applicable there, excluding conflict-of-laws rules, subject to mandatory applicable law. The arbitration agreement remains governed as provided in Section 19(iii).

20. Notices; contact information

Notices to Mazuly: 15692016 Canada Inc., carrying on business as Mazuly, 2150 Winston Park Dr, Unit 203, Oakville, ON L6H 5V1 • hello@mazuly.com. Support: hello@mazuly.com.

20.1 Customer notices. Notices to Customer may be sent to the billing or administrative email address maintained in its Account or the address stated in its Order Form. Each Party will keep its notice details current.

20.2 Receipt. Email notices are effective on the next business day after transmission if no delivery failure is received; tracked physical notices are effective on recorded delivery. In-Service cancellation is effective when successfully submitted, evidenced by a confirmation screen, system record or other reliable evidence.

21. General provisions

21.1 Entire agreement. This Agreement and the documents validly incorporated under Section 3 constitute the entire agreement regarding their subject matter and supersede prior proposals, discussions and agreements on that subject. Neither Party relies on a representation or commitment outside those documents. Nothing excludes liability for fraud or any right that cannot lawfully be excluded.

21.2 Assignment. Customer may not assign this Agreement or transfer an Account without Mazuly’s prior written consent, not to be unreasonably withheld. Mazuly may assign this Agreement to an Affiliate or in connection with a merger, reorganization or sale of all or substantially all of the relevant business or assets, on notice, provided the assignee assumes the obligations and the assignment does not diminish Customer’s accrued rights or applicable data protection safeguards. Other assignments require the other Party’s written consent. This Agreement binds permitted successors and assigns.

21.3 Severability. If a provision is invalid or unenforceable, it will be severed to the extent necessary and the remainder will continue in effect, unless doing so would defeat the essential purpose of the affected provision. Any permitted modification is limited to what applicable law allows. The arbitration agreement is severable from the rest of this Agreement; an unenforceable class waiver does not compel class arbitration without both Parties’ express written agreement.

21.4 Waiver. Delay or failure to enforce a provision is not a waiver. A waiver must be in writing by the waiving Party and applies only to the stated instance.

21.5 Force majeure. Neither Party is liable for delay or failure caused by circumstances beyond its reasonable control, including failures, outages or changes of third-party platforms, AI model providers, hosting or communications providers, excluding payment obligations already accrued. The affected Party will notify the other promptly, take reasonable steps to mitigate and resume performance, and remains responsible for applicable privacy, security and confidentiality obligations. If a material interruption continues for 30 consecutive days, either Party may terminate affected Services by notice.

21.6 Independent parties. The Parties are independent contractors. This Agreement creates no partnership, employment, fiduciary relationship or agency between them. Neither Party may bind the other. The agency-plan permission in Section 4.4 does not make Customer Mazuly’s agent.

21.7 Counterparts and electronic execution. This Agreement and Order Forms may be executed in counterparts and by electronic signature or affirmative electronic acceptance, each of which has the same effect as an original to the extent permitted by law.

21.8 Language. This Agreement is drafted in English. If it is translated, the English version prevails to the extent permitted by law.