Terms and Conditions of Use

These terms and conditions of use for the dtect software platform constitute a legal agreement and are entered into by and between you ("you", "your") and INNOVATIVE RESEARCH TECHNOLOGIES INC. ("IRT," "we," "us," "our"). The following terms and conditions, together with any documents and/or additional terms they expressly incorporate by reference (collectively, these "Terms"), govern your access to and use of, including any content, functionality, and services offered on or through the dtect software platform, the website https://dtect.io/ as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, "dtect").

BY USING DTECT, EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY CLICKING TO ACCEPT THE TERMS AND CONDITIONS, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS AND CONDITIONS AND OUR PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE DTECT PLATFORM.

Before we make changes to these Terms, we may provide notice by posting a notice on the dtect platform, sending an email to your Authorized Users, providing an in-product notification, and/or by other reasonable means. We reserve the right to update or modify these Terms at any time by posting an updated version at https://dtect.io/terms and updating the “Last updated” date.

Unless otherwise stated by dtect, changes to these Terms are effective upon posting. If you do not agree to the updated Terms, you must stop accessing and using dtect. Your continued use of dtect after the effective date of any change constitutes your acceptance of the updated Terms.

Any new features that augment or enhance dtect, including the release of new APIs, tools, and resources, are subject to these Terms.

By using dtect, you represent and warrant that you are of the legal age of majority under applicable law to form a binding contract with IRT and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use dtect.

1. Access and Use.

a. Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all terms and conditions of these Terms, IRT hereby grants you a non-exclusive, non-transferable right to access and use dtect during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to your internal use. IRT shall provide to you the necessary passwords and network links or connections to allow you to access dtect.

b. Downloadable Software and SaaS Documentation License. Subject to the terms and conditions contained in these Terms, IRT hereby grants to you a non-exclusive, non-sublicensable, non-transferable license during the Term to: (i) use downloadable tools or other software that we make available for your internal use in connection with its use of dtect (the "Downloadable Software") and (ii) use and make a reasonable number of copies of our user manuals, handbooks and guides relating to dtect (the "SaaS Documentation") solely for internal business purposes in connection with your use of the dtect.

c. Use Restrictions. You shall not use dtect for any purposes beyond the scope granted in these Terms. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of dtect, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available dtect; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of dtect, in whole or in part; (iv) remove any proprietary notices from dtect; (v) use dtect in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or (vi) use dtect in any manner or for any purpose that violates any applicable law, regulation or rule.

d. Reservation of Rights. IRT reserves all rights not expressly granted to you in these Terms. Except for the limited rights and licences expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third-party any intellectual property rights or other right, title, or interest in or to dtect.

e. Suspension. Notwithstanding anything to the contrary in these Terms, IRT may temporarily suspend your and any Authorized User's access to any portion or all of dtect if: (i) IRT reasonably determines that (A) there is a threat or attack on any of its intellectual property; (B) yours or any Authorized User's use of dtect disrupts or poses a security risk to IRT or to any other you or vendor of IRT; (C) you, or any Authorized User, is using dtect for fraudulent or illegal activities; (D) subject to applicable law, you have ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) IRT's provision of dtect to you or any Authorized User is prohibited by applicable law; (ii) any vendor of IRT has suspended or terminated IRT's access to or use of any third-party services or products required to enable you to access dtect; or (iii) in accordance with Section 3(b), (a "Service Suspension"). IRT shall use commercially reasonable efforts to provide written notice of any Service Suspension to you and to provide updates regarding resumption of access to dtect following any Service Suspension. IRT shall use commercially reasonable efforts to resume providing access to dtect as soon as reasonably possible after the event giving rise to the Service Suspension is cured. IRT will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or any Authorized User may incur as a result of a Service Suspension.

2. Your Responsibilities.

a. General. You are responsible and liable for all uses of dtect resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by you will be deemed a breach of these Terms by you. You shall use reasonable efforts to make all Authorized Users aware of these Terms' provisions as applicable to such Authorized User's use of dtect and shall cause Authorized Users to comply with such provisions.

b. Third-Party Products. IRT may from time to time make Third-Party Products available to you. For purposes of these Terms, such Third-Party Products are subject to their own terms and conditions. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install or use such Third-Party Products.

3. Modifications, Interruptions and Support

a. Interruptions. Subject to the terms and conditions of these Terms, IRT shall use commercially reasonable efforts to make dtect available for use at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the dtect platform, resulting in interruptions, delays, or errors. IRT shall notify you at least twenty-four (24) hours in advance of a planned interruption.

b. Support. The access right granted hereunder entitles you to support services during the Term.

4. Fees and Payment.

a. Fees. You shall pay IRT the fees (“Fees”) as set forth in an Order Form or otherwise presented to you in the dtect platform at the time of purchase or upgrade, without set-off or deduction. You shall make all payments hereunder in United States dollars on or before the due date set forth in the Order Form, invoice, or applicable in-product notice. If you fail to make any payment when due, IRT may suspend your and your Authorized Users’ access to any portion or all of dtect until such amounts are paid in full. Fees may be usage-based and invoiced monthly in arrears for usage in the prior calendar month, as set forth in an applicable Order Form or in-product notice.

After any Pilot Period ends, dtect may pause or suspend access to dtect until you provide a valid payment method. Continued use after a Pilot Period will be billed in accordance with the applicable Order Form or in-product notice.

b. Taxes. All Fees and other amounts payable by you under these Terms are exclusive of taxes and similar assessments. Without limiting the generality of the foregoing, you are responsible for all harmonized sales taxes, goods and services taxes, state or provincial sales taxes (as the case may be), use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state / provincial, territorial, or local governmental, or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on IRT's income.

5. Intellectual Property Ownership

a. dtect IP. You acknowledge that, as between you and IRT, IRT owns all right, title, and interest, including all intellectual property rights, in and to dtect, the Downloadable Software, SaaS Documentation, and all related trademarks, logos and other content (the "dtect IP"). Except as expressly provided in these Terms, no part of the dtect IP may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

6. Site Monitoring and Management.

We reserve the right, but not the obligation, to: (1) monitor dtect for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities; (3) otherwise manage dtect in a manner designed to protect our rights and property and to facilitate its proper functioning.

7. Warranty Disclaimer.

DTECT IS PROVIDED "AS IS" AND IRT HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. IRT SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IRT MAKES NO WARRANTY OF ANY KIND THAT DTECT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.

8. Mutual Indemnification.

Each party (the "Indemnifying Party") shall indemnify, hold harmless, and defend the other party (the "Indemnified Party") from and against any losses, damages, liabilities, costs (including reasonable legal fees) ("Losses") resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that dtect, or any use of dtect in accordance with these Terms, infringes or misappropriates such third-party's intellectual property rights, provided that the parties promptly notify each other of any Third-Party Claim, and provide each other with the reasonable opportunity to defend and/or settle such a claim.

9. Limitations of Liability.

IN NO EVENT WILL IRT BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, AGGRAVATED, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER IRT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL IRT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED TWO (2) TIMES THE TOTAL AMOUNTS PAID TO IRT UNDER THESE TERMS IN THE ONE (1) YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Confidentiality and Publicity.

a. Confidential Information. From time to time, either IRT or you may disclose or make available to the other information about its business affairs, products and/or services (including, for example and without limitation, the particulars and/or pricing thereof), confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third-party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under these Terms, including to make required court filings. On the expiration or termination of these Terms, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party's Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.

b. Publicity. Only upon prior written consent between the parties, the parties grant the right to use the other party’s company name and logo as a reference for marketing or promotional purposes on a website and in other public or private communications with existing or potential customers, subject to any standard trademark usage guidelines as provided to a party.

11. Term and Termination.

a. Term. The term of these Terms begins on the Effective Date and continues until terminated in accordance with Section 11(b). Any time-bound subscription commitment (including any renewal or non-renewal mechanics) will be set forth in the applicable Order Form or in-product purchase flow.

b. Termination. You may terminate these Terms for convenience at any time by (i) providing written notice to dtect, or (ii) ceasing all use of dtect. dtect may terminate or suspend your use of and access to dtect at any time without notice or liability.

Termination or cessation of use does not relieve you of any obligation to pay Fees accrued prior to termination, nor does it relieve you of any payment obligations or committed minimums under any applicable Order Form (which obligations survive termination in accordance with the Order Form).

c. Effect of Termination. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third-party, even if you may be acting on behalf of the third-party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

12. Miscellaneous.

a. Entire Agreement. These Terms, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

b. Amendments and Modifications. Except for changes made by dtect as described above regarding updates to these Terms, no amendment to or modification of these Terms is effective unless it is in writing and signed by an authorized representative of each party.

c. Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

d. Severability. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

e. Governing Law. These Terms and all related documents are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule Province of Ontario or any other jurisdiction that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.

f. Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from, or relating to these Terms, including all exhibits, schedules, attachments, and appendices attached to these Terms, the dtect platform provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding.

g. Assignment. You may not assign or otherwise transfer any of its rights, or delegate, subcontract, or otherwise transfer any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of IRT. Any purported assignment, transfer, delegation, or subcontract in violation of this Section is null and void. No assignment, transfer, delegation, or subcontract will relieve the assigning or delegating party of any of its obligations hereunder.

h. Successors and Assigns. These Terms is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.

i. Counterparts. These Terms may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

13. Contact Us.

In order to resolve a complaint regarding dtect or to receive further information regarding the use of dtect, please contact us at:

14. Miscellaneous Definitions

a. “Authorized User(s)” means any individual that you authorize to access or use dtect under your account, including your employees, contractors, and agents. Authorized User(s) also includes any individual who accesses or uses dtect through credentials, API keys, client keys, links, or other access methods that you provision or make available under your account (including where such use is for your internal business purposes). You are responsible for all access to and use of dtect by Authorized User(s) and for their compliance with these Terms. For clarity, dtect has no contractual relationship with any Authorized User(s) except you, and any act or omission by an Authorized User is deemed your act or omission for purposes of these Terms. You may not provide access to or use of dtect for the benefit of any third party, including resale, except as expressly permitted under an applicable Order Form, Strategic Partner Addendum, or other written agreement with dtect.

b. “Effective Date” means the earlier of: (i) the date you click to accept these Terms, (ii) the date you first access or use dtect, or (iii) the date an applicable Order Form becomes binding upon last signature by the parties.

c. “Order Form(s)” means an online or offline document specifying your consent to the Terms, including without limitation the Fees payable by you, applicable taxes, and payment methods, that is accepted by you and IRT (including electronically), including any addenda and supplements thereto.

d. “Pilot Period” means a limited evaluation period during which certain Fees may be waived, as described in an applicable Order Form or in-product notice.