EVOMIND SYSTEMS INC.
GENERAL TERMS AND CONDITIONS
Last Updated: January 1, 2025

These General Terms and Conditions (the "Agreement") constitute a legal contract between you ("You" or "User") and Evomind Systems Inc. ("Evomind", "we", "our", or "us"), governing your use of Evomind's products, cloud-based services, and associated interfaces, including all features, functionalities, content, and software provided through the Evomind SaaS. By taking any affirmative action, such as clicking "I Agree", checking a box, or signing any document that references this Agreement, you acknowledge that you have read and agree to be bound by these terms.

1. DEFINITIONS

For the purpose of this Agreement, the following definitions shall apply:

• Cloud Data: Proprietary information, documents, records, materials, or data made available to you through your use of the Evomind SaaS.
• Service Fee: The amount you pay to access and use the Evomind SaaS on an annual basis.
• Your Data: Any data, information, or materials you create, generate, upload, or collect through the Evomind SaaS, excluding any data owned by Evomind.

2. Evomind SaaSS

2.1 Term and Renewal

This Agreement will commence on the date you accept its terms and will automatically renew annually unless terminated in accordance with the provisions set out in this Agreement. The renewal will occur at the end of each one-year period unless otherwise agreed upon in writing.

2.2 Termination by Evomind

Evomind reserves the right to suspend or terminate the Evomind SaaS or this Agreement at any time and for any reason. Evomind will provide thirty (30) days' prior written notice to your email address. Evomind may also terminate this Agreement immediately under the following circumstances:

• Failure to pay any amounts due,
• Breach of any material provision of this Agreement, or
• Engagement in any activity that may adversely affect Evomind’s business, reputation, or the functionality of the Service.

2.3 Consequences of Termination

Upon termination, Evomind will deactivate your Account and associated login credentials. Evomind will provide you with a copy of Your Data and any other data you have input in connection with the terminated Account, as available.

2.4 Use of the Service

Subject to the terms of this Agreement, Evomind grants you a limited, non-exclusive, non-transferable right to access and use the Evomind SaaS solely for uploading, storing, viewing, and exporting Your Data via a cloud-based solution, accessible through a web or mobile application.

2.5 Service Fees and Payment

By subscribing to the annual service, you agree to pay the applicable Service Fees to Evomind on the first day of service and each subsequent renewal date. Evomind reserves the right to modify the fee schedule at its discretion, with notice provided as required by applicable law. You are responsible for all applicable taxes, and all payments must be made in CAD unless otherwise specified.

2.6 Non-Payment or Delayed Payment

Failure to remit payment will result in a notice of default. If payment is not received within ten (10) days of such notice, Evomind may suspend or terminate this Agreement. While your data may still be accessible, you may be restricted from using additional services during suspension.

2.7 Payment Processing

Evomind may engage third-party payment processors to facilitate transactions. By using the Service, you consent to the collection and processing of your personal data necessary for such payments, in compliance with applicable data protection laws.

2.8 Billing Errors

If you identify billing errors, disputes must be reported to Evomind within sixty (60) days of the invoice or order date. Refunds or adjustments will not be issued for disputes raised after this period.

2.9 No Refund Policy

Service Fees are non-refundable. If this Agreement is terminated prior to the completion of the annual term, prepaid Service Fees will not be refunded.

2.10 Restrictions on Use

You are prohibited from:

• Creating derivative works from, reverse engineering, decompiling, disassembling, modifying, or copying the Evomind SaaS,
• Using the Service in a way that infringes upon the proprietary rights of Evomind or its licensors.

2.11 Modifications to the Service

Evomind reserves the right to enhance, modify, or discontinue features or functionalities of the Service, provided that such changes do not materially impact your use.

2.12 Amendments to Terms

Evomind may revise this Agreement at any time by providing an updated version. Your continued use of the Service after such revisions constitutes acceptance of the modified terms.

2.13 Interest on Late Payments

Late payments will accrue interest at a rate of 18% per month or the highest rate permissible by law, compounded monthly. Evomind may also seek reimbursement for collection costs, including legal fees.

2.14 Data Security and Integrity

You are solely responsible for the accuracy, integrity, and legality of Your Data. Evomind is not liable for the loss, deletion, or modification of Your Data or for failure to implement security, archival, or backup measures.

2.15 License to Use Your Data

You retain ownership of Your Data, but grant Evomind a perpetual, worldwide, irrevocable, royalty-free license to use Your Data (excluding personal information) to:

• Create Aggregated Data,
• Improve Evomind’s services or develop new products.

3. WARRANTY AND DISCLAIMER

3.1 General Warranty Disclaimer

Except as expressly stated in this Agreement, the Evomind SaaS and related goods are provided "as-is" and "as-available". Evomind disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, data accuracy, and non-infringement.

3.2 No Warranty of Service Availability

Evomind does not guarantee the accuracy, timeliness, or uninterrupted availability of any data or information through the Service. Service interruptions may occur due to network or external factors beyond Evomind’s control.

4. CONFIDENTIALITY

4.1 Definition

"Confidential Information" refers to information disclosed by either party, identified as confidential or proprietary, or understood to be confidential based on the circumstances.

4.2 Use and Protection

Each party agrees to use Confidential Information solely for fulfilling obligations under this Agreement and to protect it with at least the same degree of care as its own confidential information.

4.3 Permitted Disclosures

Confidential Information may only be disclosed to employees, contractors, or agents who need it to fulfill the obligations of this Agreement, and only under similar confidentiality obligations.

4.4 Remedies for Breach

Breaches of confidentiality may cause irreparable harm, and the Discloser is entitled to seek equitable remedies, including injunctive relief.

5. LIMITATION OF LIABILITY AND INDEMNITY

5.1 Liability Exclusion

 To the fullest extent permitted by applicable law, Evomind shall not be liable to you or any third party for any direct, indirect, special, incidental, punitive, or consequential damages, including but not limited to loss of profits, business, use, data, revenue, reputation, goodwill, confidential information, or business interruption, even if Evomind has been advised of the possibility of such damages. Furthermore, Evomind shall not be liable for any injury or loss of life arising from or related to this Agreement, your account, or your use or inability to use the Evomind SaaSs or goods. This exclusion of liability also applies to any third-party claims against you or Evomind.

5.2 Maximum Liability

Evomind's liability for all claims related to this Agreement is limited to the lesser of:

• The total amount you paid for the Service in the year the claim arose, or
• The total amount paid for goods in the year the claim arose.

5.3 Indemnity

You agree to defend, indemnify, and hold harmless Evomind, its officers, directors, affiliates, service providers, and their respective successors and assigns, from and against any and all claims, damages, liabilities, and expenses (including, without limitation, reasonable legal fees) arising out of or in connection with your use of the Evomind SaaSs, your Account, or your Login Information.

6. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement and any transactions contemplated herein shall be governed exclusively by the laws of the Province of British Columbia, Canada, without regard to its conflict of laws principles. You irrevocably submit to and consent to the exclusive jurisdiction of the courts of the Province of British Columbia for the adjudication of any disputes arising under this Agreement. To the extent permitted by applicable law, you waive any right to a jury trial and agree not to initiate or participate in any class action against Evomind related to the services or this Agreement. You further agree to opt out of any class proceedings against Evomind, where applicable.

Waiver: No delay or failure by Evomind in exercising any right, power, or privilege under this Agreement shall constitute a waiver of that right, power, or privilege, nor shall it preclude any subsequent or further exercise thereof, or the exercise of any other right, power, or privilege.

Enurement: This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors, and permitted assigns.

Entire Agreement: This Agreement represents the complete and exclusive understanding between the parties regarding the subject matter hereof, superseding all prior agreements, representations, warranties, statements, promises, or understandings, whether written or oral, express or implied.

Notices: All notices, requests, and other communications required or permitted under this Agreement, except those explicitly allowed by email or through the Evomind SaaS, must be in writing. Such notices must be mailed via registered or certified mail, postage prepaid and return receipt requested, or delivered via express mail, private courier, or facsimile to the relevant party. Notices will be deemed delivered upon receipt, or, if mailed, five business days after mailing, as evidenced by the postmark. Your contact information for notices shall be the details associated with your account. You are responsible for ensuring your account information is up-to-date.

Contact Information:  For inquiries regarding Evomind's privacy practices or to request access to personal information, please contact Evomind at the following address:

2‎2‎1 M‎oubray Road, Kelowna, BC

info@evomindsystems.com