Software Terms of Use

These Terms of Use ("Terms") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("Customer", "User", or "you"), and Q-Fi Solutions Inc., the developer and operator of the Quali-Fi platform ("Q-Fi", "Quali-Fi", "Company", "we", "our", or "us"), governing access to and use of:

• Our websites
• Our software platforms and applications
• APIs and integrations
• Mobile or embedded deployments
• Professional and managed services

(collectively, the "Services").

By accessing or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree, you must not access or use the Services.

Q-Fi Solutions Inc. provides Quali-Fi, a cloud-based research and insights platform, along with related tools and services (collectively, the "Services"), enabling organizations to:

• Create, distribute, and analyze surveys and research activities
• Manage respondent panels and communities
• Build and manage contact lists and send email invitation campaigns
• Collect and process qualitative and quantitative data
• Integrate with third-party systems and data sources
• Generate analytics, reports, and AI-assisted insights
• Services may be provided via web application, embedded deployment, API, mobile integration, or other delivery mechanisms.

We may update, enhance, or modify the Services at any time to improve performance, security, or functionality.

To access certain Services, you must create an account.

You agree to:

• Provide accurate and complete information
• Maintain the confidentiality of login credentials
• Be responsible for all activity under your account
• Ensure authorized use by your employees, contractors, or agents

You must be at least the age of majority in your jurisdiction and authorized to enter into binding agreements on behalf of your organization.

We reserve the right to suspend or terminate accounts for inaccurate information, misuse, or security risks.

Subject to compliance with these Terms and any applicable subscription or order agreement, Q-Fi grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business or research purposes.

You may not:

• Resell or sublicense the Services without written authorization
• Reverse engineer or attempt to extract source code
• Interfere with system integrity or performance
• Circumvent security or usage limits
• Use the platform for unlawful, harmful, or deceptive activities
• Upload malicious code or unauthorized data collection tools

We reserve the right to monitor usage to ensure compliance and protect platform integrity.

5.1 Ownership of Data

All data, content, survey responses, and materials submitted to the Services by you ("Customer Data") remain your property.

You grant Q-Fi a limited license to process Customer Data solely to provide, maintain, and improve the Services.

5.2 Data Controller / Processor Roles

Roles are assigned as follows:

• You may act as Data Controller for respondent data
• Q-Fi acts as Data Processor on your behalf when providing SaaS services

You are responsible for:

• Obtaining required consents from respondents
• Providing privacy notices
• Ensuring lawful collection and processing
• Compliance with applicable privacy laws, including PIPEDA, the Consumer Privacy Protection Act (CPPA / Bill C-27) as enacted, GDPR where applicable, and any other relevant legislation

5.3 Security Responsibilities

You are responsible for:

• Securing account credentials
• Managing access permissions
• Maintaining backup of exported data where required
• Ensuring appropriate internal security controls

Q-Fi maintains commercially reasonable technical and organizational safeguards but cannot guarantee absolute security.

You agree not to use the Services to:

• Conduct illegal or unethical research
• Collect sensitive data without proper consent
• Send spam or unauthorized communications
• Misrepresent identity or affiliation
• Conduct fraudulent, deceptive, or harmful activity

You are solely responsible for research content and deployment compliance within your jurisdiction.

All software, design, algorithms, documentation, AI models, and platform components are owned by Q-Fi or its licensors and protected by applicable intellectual property laws, including the Copyright Act (Canada) and trade secret protections.

Nothing in these Terms transfers ownership of Q-Fi intellectual property to you.

Feedback provided by you may be used by Q-Fi to improve the platform without restriction or compensation.

The Services may integrate with third-party providers (e.g., email, SMS, analytics, cloud storage).

Use of third-party services is subject to their respective terms and policies.

Q-Fi is not responsible for:

• Third-party outages
• External service failures
• Costs incurred through third-party usage
• Data handling by external providers

High availability is our target. We do not guarantee uninterrupted service.

We may:

• Perform maintenance
• Update features
• Modify or discontinue components
• Restrict access for security reasons

We are not liable for downtime resulting from maintenance, infrastructure failure, or external factors beyond our reasonable control.

Where applicable:

• Services may be provided on a subscription or project basis as defined in your selected package or order form
• Fees are quoted in United States dollars (USD). At checkout, you may select from the supported currencies available through our payment processor. The amount charged will reflect the applicable exchange rate at the time of payment. Q-Fi is not responsible for any currency conversion fees or charges applied by your bank or card issuer
• Applicable taxes, including Harmonized Sales Tax (HST) or Goods and Services Tax (GST) for Canadian customers, will be added at checkout or on invoices as required by law
• Payment is collected by credit card when you commit to a selected package. For enterprise agreements or other arrangements approved by Q-Fi in writing, fees may be invoiced instead and are due within thirty (30) days of the invoice date
• Failure to pay by the applicable due date may result in suspension or termination of Services
• Subscription plans will automatically renew for successive terms of equal duration unless you provide written notice of cancellation at least thirty (30) days before the end of the then-current term
• Q-Fi reserves the right to modify subscription pricing upon thirty (30) days written notice prior to your next renewal date. Continued use of the Services after the effective date of a price change constitutes your acceptance of the new pricing
• All fees are non-refundable unless otherwise agreed in writing or required by applicable law.

The On-Demand model provides prepaid, consumption-based access to specific Services with no fixed subscription commitment.

11.1 How On-Demand Works

Credits are purchased in advance and drawn down as you use On-Demand Services. Supported On-Demand Services include SMS messaging, IVR (automated voice calls), AI-assisted features, and panel respondent access. Each service type has its own credit rate as defined in the applicable pricing schedule published on the platform or communicated at the time of purchase.

11.2 Credit Purchases and Billing

Credit purchases and billing are subject to the following terms:

• Credits must be purchased in advance before On-Demand Services can be used
• Credits are purchased through the platform or, where agreed in writing, via invoice
• All credit purchases are quoted in United States dollars (USD) and payable in supported currencies at checkout
• Applicable HST/GST will be charged on all purchases as required under Canadian tax law
• Credit balances are non-transferable and may not be exchanged for cash or applied to subscription plans unless Q-Fi expressly agrees in writing
• Q-Fi will provide usage statements accessible through your account dashboard

11.3 Credit Expiry

Purchased credits that remain unused will expire twelve (12) months from the date of purchase unless otherwise specified in your order. Expired credits are forfeited and are not eligible for refund or reinstatement.

11.4 Overage and Usage Limits

Q-Fi may impose fair-use or rate limits on On-Demand usage to protect platform performance. Q-Fi will notify you if you approach or exceed applicable thresholds. If your usage requires capacity beyond standard On-Demand allocations, you may need to purchase additional credits or upgrade to a subscription plan.

11.5 No Refunds on Consumed or Expired Credits

Credits that have been consumed through platform usage or that have expired are non-refundable. If you believe an error occurred in usage metering, you must contact Q-Fi at billing@qfisolutions.io within thirty (30) days of the relevant billing statement. Q-Fi will investigate and, where an error is confirmed, apply a credit adjustment to your account.

11.6 Suspension for Insufficient Credits

If your credit balance reaches zero, access to On-Demand Services will be suspended until additional credits are purchased. Q-Fi is not liable for any interruption, data loss, or business impact resulting from a credit balance reaching zero.

11.7 Changes to On-Demand Pricing

Q-Fi reserves the right to modify On-Demand rates, credit values, and usage fees upon thirty (30) days written notice. Changes will not apply to credits already purchased prior to the effective date of the change.

Each party agrees to protect the confidential information of the other and use it solely to provide or use the Services.

Confidentiality obligations under this section survive termination or expiry of these Terms for a period of three (3) years.

Confidential information does not include information that is:

• Publicly available through no fault of the receiving party
• Independently developed by the receiving party without reference to the disclosing party's confidential information
• Lawfully received from a third party without restriction
• Required to be disclosed by applicable law or court order, provided the receiving party gives prompt written notice to the disclosing party where legally permissible

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Q-FI EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
• Warranties that the Services will be uninterrupted, error-free, or free of harmful components
• Warranties regarding the accuracy, completeness, or reliability of any data, outputs, reports, or AI-generated insights produced through the Services

No oral or written advice or information from Q-Fi or through the Services creates a warranty beyond what is expressly stated in these Terms.

Some jurisdictions do not allow the exclusion of implied warranties. To the extent such exclusions are prohibited by applicable law, including the Consumer Protection Act, 2002 (Ontario) where applicable, such exclusions shall apply only to the maximum extent permitted.

To the maximum extent permitted by applicable law:

Q-Fi shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to:

• Lost profits or revenues
• Loss of data or business information
• Business interruption
• Damages arising from third-party actions or integrations
• Damages arising from misuse of the Services
• Q-Fi's total aggregate liability to you for all claims arising under or in connection with these Terms shall not exceed the total fees paid by you to Q-Fi in the twelve (12) months immediately preceding the event giving rise to the claim.

These limitations apply regardless of the form of action, whether in contract, tort (including negligence), statute, or otherwise, and even if Q-Fi has been advised of the possibility of such damages.

You agree to indemnify, defend, and hold harmless Q-Fi and its officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from or relating to:

• Your use of the Services in violation of these Terms
• Customer Data, research content, or materials you submit to the Services
• Your violation of any applicable law or regulation
• Your infringement of any third-party intellectual property or privacy rights

Neither party shall be liable for any failure or delay in performance under these Terms to the extent such failure or delay is caused by circumstances beyond that party's reasonable control, including but not limited to:

• Acts of God, natural disasters, or extreme weather events
• Pandemic, epidemic, or public health emergency
• War, terrorism, civil unrest, or government action
• Internet or telecommunications infrastructure failures beyond the party's reasonable control
• Regulatory or legal orders

The affected party shall provide prompt written notice of the force majeure event and its anticipated duration, and shall use commercially reasonable efforts to resume performance as soon as practicable. Obligations that are not prevented by the force majeure event continue to apply.

If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected Services upon written notice without further liability, except for fees owed for Services received prior to termination.

We may suspend or terminate your access to the Services if:

• You materially breach these Terms and fail to cure such breach within fourteen (14) days of written notice
• Payment obligations remain unmet after the applicable cure period
• Your use poses a legal, security, or reputational risk to Q-Fi or third parties
• You become insolvent, make an assignment for the benefit of creditors, or become subject to bankruptcy or insolvency proceedings

Upon termination or expiry:

• Your right to access the Services ceases immediately
• You will have thirty (30) days from the effective date of termination to export your Customer Data
• After such thirty (30) day period, Q-Fi may permanently delete your Customer Data from its systems, subject to any legal or regulatory retention obligations
• Outstanding fees for Services rendered prior to termination remain due and payable
• Sections 7, 12, 13, 14, 15, and 18 of these Terms survive termination.

These Terms are 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-law principles.

The parties agree that the courts of the Province of Ontario, sitting in the City of Toronto, shall have exclusive jurisdiction to resolve any dispute arising out of or relating to these Terms or the Services, and each party irrevocably submits to the personal jurisdiction of such courts.

Before starting formal legal proceedings, both parties agree to attempt resolution in good faith through senior management escalation for thirty (30) days following written notice of the dispute.

Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.

We may update these Terms periodically to reflect changes in law, business practices, or platform features.

For material changes, we will provide at least thirty (30) days advance written notice via email to the address associated with your account, or by posting a prominent notice within the platform.

For non-material changes (such as corrections of typographical errors or clarifications that do not reduce your rights), changes take effect upon posting.

Continued use of the Services after the effective date of any change constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services and notify us in writing.

By providing contact information or opting in through the platform, you expressly consent to receive communications from Q-Fi Solutions Inc., including SMS, automated voice calls (IVR), and email, to participate in surveys, research studies, and related activities.

SMS and IVR communications may be sent using an automatic telephone dialing system or similar technology.

Q-Fi Solutions Inc.

20 Bay Street, 11th Floor

Toronto, Ontario, Canada M5J 2N8

legal@qfisolutions.io

For legal notices or questions regarding these Terms, please contact us in writing at the address above.