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These Terms of Use (the "Terms") govern access to and use of the MigiHub software-as-a-service platform, mobile and web applications, and related documentation (collectively, the "Service"). The Service is developed and owned by InnuCloud Experts Inc., a Canadian corporation with its principal place of business at 2020 Trans-Canada Hwy, Dorval, Quebec H9P 2N4 ("InnuCloud", "we", "us", or "our").

1. Acceptance of Terms

By creating an account, clicking "I Agree," or accessing or using any part of the Service, the individual or legal entity accepting these Terms ("Customer" for organization accounts and "User" for individual access) agrees to be bound by these Terms. If you accept on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not access or use the Service.

2. Order of Precedence

If Customer and InnuCloud execute an order form, master subscription agreement, data processing addendum, or similar written agreement (each, an "Order Form" and collectively, the "Customer Agreement"), the Customer Agreement prevails over these Terms to the extent of a conflict. These Terms apply to all users of the Service who are not covered by a separate written Customer Agreement.

3. Definitions

4. Eligibility; Accounts; Organization-Managed Access

The Service is intended for business and professional use. Customer and Users must provide accurate information and maintain the confidentiality of credentials. Customer is responsible for Users' activity and compliance with these Terms. We may suspend or terminate access for security risks, suspected fraud, legal non-compliance, or material breach (see Section 18).

Where a User's account is associated with a Customer's organization-managed Account, the Customer controls that User's access to Customer Data and may suspend or terminate such access. InnuCloud acts as a service provider processing Customer Data on Customer's instructions, as described in Section 12.

5. Access Rights; License; Restrictions

Subject to these Terms and applicable Order Forms, InnuCloud grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service and Documentation during the Subscription term for Customer's internal business purposes.

Except as expressly permitted in these Terms, Customer and Users must not engage in any of the following prohibited activities:

• copying, modifying, translating, or creating derivative works of the Service;
• reverse engineering, decompiling, disassembling, decoding, or attempting to derive source code except where permitted by law;
• renting, leasing, selling, sublicensing, assigning, time-sharing, or otherwise making the Service available to third parties;
• accessing the Service or Customer Data without authorization or exceeding authorized usage limits;
• removing proprietary notices or interfering with security or access controls;
• using the Service to infringe intellectual property or privacy rights, or to transmit unlawful, harmful, or offensive content;
• using the Service to build a competitive product or service or for benchmarking other than as permitted by law;
• probing or testing system vulnerabilities, imposing unreasonable load, or disrupting the Service.

Access to particular features is role-based and configurable by Admin Users (e.g., Administrator, Auditor, HR, Accountant, Dispatcher, Interpreter, Client). See Documentation for current role permissions.

6. Features and Modules

The Service includes modules such as account management, booking management, interpreter portal and schedules, assignment calendars (including socio-community and VRS workflows), notifications (browser, email, SMS), HR and finance (timesheets, payments), reporting and analytics, third-party integrations (e.g., Zoom, Google Meet, Microsoft Teams and Outlook, Google Calendar), and branding. Specific modules and features enabled for Customer may vary by Subscription and configuration.

Certain capabilities—such as geolocation tracking, electronic attestation forms, call-to-all broadcasts, and VRS event logs—may be optional or subject to additional terms or configuration. Customer is responsible for obtaining any required consents before enabling features that capture location, images, signatures, or other personal information.

7. Third-Party Services and Integrations

Third-Party Services are provided by their respective providers under their own terms and privacy policies. We do not control and are not responsible for Third-Party Services. Enabling an integration authorizes InnuCloud to exchange relevant Customer Data with the Third-Party Service as necessary to enable the integration.

8. Customer Responsibilities

Customer is responsible for:

• designating Admin Users and managing role-based access;
• ensuring lawful collection and use of personal information and obtaining required notices/consents (including for SMS/email communications under applicable anti-spam laws);
• maintaining appropriate network, device, and browser environments;
• promptly notifying InnuCloud of suspected security incidents related to the Service;
• using the Service in accordance with Documentation and applicable law (including accessibility, privacy, and records-retention obligations).

9. Fees; Taxes; Late Payments

Fees and payment terms are as set out in the applicable Order Form or Customer Agreement. Fees are exclusive of taxes; Customer is responsible for applicable taxes other than taxes on InnuCloud's income. Invoices are due as stated on the invoice. We may suspend the Service for undisputed amounts more than 10 days past due after providing notice. Late amounts may accrue interest at the lesser of 1.5% per month (18% per year) or the maximum rate allowed by law.

10. Changes to the Service; Beta Features

We may improve or modify the Service from time to time, including adding or removing features. For changes that materially reduce core functionality, we will provide reasonable advance notice. We may offer beta, preview, or evaluation features ("Beta Features") on an optional basis. Beta Features are provided "as is," may be suspended at any time, and may be subject to additional terms.

11. Confidentiality

"Confidential Information" means non-public information disclosed by a party that is designated as confidential or that should reasonably be understood to be confidential. Each party will use the other's Confidential Information only to perform under these Terms and will protect it with at least the same care it uses to protect its own similar information (and no less than reasonable care). Confidentiality obligations do not apply to information that is public through no fault of the recipient, already known, independently developed, or rightfully obtained from a third party.

12. Privacy; Data Processing; Data Ownership

Customer retains ownership of Customer Data. InnuCloud and its subprocessors may process Customer Data to provide, secure, and support the Service, to comply with law, and to develop anonymized and aggregated insights that do not identify Customer or Users. We handle personal information in accordance with our Privacy Policy and applicable privacy laws, including Québec's Law 25 where applicable. A data processing addendum ("DPA") is available upon request for Customers subject to data protection laws that require it.

Upon written request made within 30 days after termination or expiry, we will make available a copy of Customer Data in a commonly used, machine-readable format. After that period, we have no obligation to retain Customer Data and may delete it unless legally prohibited.

13. Security; Support; Service Levels and Maintenance

We implement administrative, physical, and technical safeguards designed to protect the Service and Customer Data, including TLS encryption in transit, encryption at rest for designated data stores, single sign-on support, backups, and vulnerability management. No system can be guaranteed 100% secure, and Customer is responsible for its own systems and networks.

Support is available during regular business hours (Monday to Friday, 8:00 a.m. to 5:00 p.m. local time, excluding holidays). We track support requests and communicate status updates. Preventive and emergency maintenance may occur and can affect availability; we will provide advance notice for scheduled maintenance when practical and notices at start and completion of maintenance.

14. Suspension

We may suspend access to the Service (in whole or in part) if: (a) there is a threat or attack on the Service; (b) Customer's or a User's use poses a security or legal risk or disrupts the Service; (c) Customer fails to pay undisputed amounts when due; or (d) Customer is otherwise in material breach of these Terms. We will use commercially reasonable efforts to provide notice and to restore access promptly once the issue is resolved.

15. Intellectual Property; Feedback

InnuCloud owns all rights in the Service and Documentation, including all intellectual property rights and improvements. No rights are granted other than as expressly stated. Customer grants InnuCloud a limited right to use Customer's name and logo to identify Customer as a customer, unless Customer opts out in writing. If Customer or Users provide feedback or suggestions, InnuCloud may use them without restriction or obligation.

16. Warranties; Disclaimers

We warrant that the Service will perform in all material respects in accordance with the Documentation during the Subscription term. Customer's exclusive remedy for a breach of this warranty is support and, if we cannot remedy a material non-conformity within a reasonable time, a pro-rated credit or right to terminate the affected Subscription upon written notice. Except for the foregoing, the Service, Documentation, and Beta Features are provided "as is" and "as available," without warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted/ error-free operation.

17. Indemnification

Customer will defend and indemnify InnuCloud and its affiliates against third-party claims and liabilities arising from: (a) Customer Data; (b) Customer's or Users' use of the Service in violation of law or these Terms; or (c) Third-Party Services enabled by or for Customer. InnuCloud will defend and indemnify Customer against third-party claims alleging that the Service, as provided by InnuCloud and used in accordance with the Documentation, infringes a third party's intellectual property right, and will pay damages finally awarded (or amounts agreed in settlement). InnuCloud's obligations do not apply to claims arising from Customer Data, combinations with items not provided by InnuCloud, or use after we notify Customer to stop.

The indemnified party must promptly notify the indemnifying party, allow control of the defense and settlement, and provide reasonable cooperation.

18. Limitation of Liability

To the fullest extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or data, even if advised of the possibility. Except for (i) amounts owed under Section 17 (Indemnification) or (ii) Customer's payment obligations, each party's total liability arising out of or relating to these Terms is limited to the amount paid or payable by Customer for the Service giving rise to the claim in the 12 months before the event giving rise to liability.

19. Term; Termination

These Terms remain in effect while Customer or Users access the Service. Either party may terminate for material breach not cured within 30 days after written notice. Customer may terminate at any time by disabling the Account; termination does not relieve Customer of accrued payment obligations. Upon termination or expiry, Customer's right to access the Service ends and Section 12 describes data return and deletion.

20. Compliance; Anti-Spam and Electronic Communications

Customer is responsible for compliance with applicable laws when using the Service, including privacy, employment, accessibility, and anti-spam laws. Where email/SMS notifications are enabled, Customer represents that it has obtained required consent from recipients and will honor opt-out requests in accordance with applicable law.

21. Governing Law; Venue; Language

These Terms are governed by the laws of the Province of Québec and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts located in Montréal, Québec. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Les parties conviennent que la version française de ces modalités pourra être fournie. En cas de divergence entre les versions, la version française prévaudra si exigé par la loi applicable.

22. Notices

Notices to InnuCloud must be sent to: InnuCloud Experts Inc., 2020 Trans-Canada Hwy, Dorval, Quebec H9P 2N4, Attn: Legal, with a copy by email to [email protected]. Notices to Customer may be provided via the Admin User's email, the Service interface, or the contact details on the Order Form.

23. Miscellaneous

Assignment:

Neither party may assign these Terms without the other's consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

Force Majeure:

Neither party is liable for delays or failures caused by events beyond its reasonable control.

Entire Agreement:

These Terms, together with any applicable Order Form and Customer Agreement, constitute the entire agreement on the subject matter and supersede prior discussions.

Severability and Waiver:

If any provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.

Export:

Customer will comply with applicable export control and sanctions laws.

"MigiHub" and associated marks are trademarks of InnuCloud Experts Inc. All other marks are the property of their respective owners.

For questions about these Terms, please contact