User Terms and Conditions

Last updated: March 10, 2026

The following terms and conditions, together with any supplemental terms and addenda hereto ( collectively the “Terms and Conditions”) govern your access to and use of:

1. our website including any content, functionality, offered on or through our domains, including assethistoryreport.com (the “Harmelo Webpage”);
2. any and all asset identifiers, equipment (“Equipment”) type, make, model, serial number, installation date and replacement history, service event records (structured technical inputs), users’ notes and recommendations, location metadata at the building/unit level, incremental data which is independently sourced by Harmelo while using the User Data in accordance with the terms of this Agreement, any   material, content, designs, layout, messages, communications, information, data, images, graphics, pictures, illustrations, artwork, photographs, audio, sounds, music, video, object code, source code hypertext mark-up language, software, names, words, titles, phrases, logos, trademarks, service marks, trade names, and other information contained on, in, as part of, or accessible via, each Harmelo Solution, including, for greater certainty, core registry data, register structure, Equipment history reports, asset lifecycle records, data and information about inventory, and any modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations (collectively, the “Content”), including Content contained on or provided through (a); and
3. all other Content, products or services provided by us to you through the Harmelo Webpage and Pilot (defined below) (collectively, the “Harmelo Solution”).

These Terms and Conditions form an agreement between Harmelo Corp. (“Harmelo”, “us”, “we”, “our”) and you. The term “you”, “your” or “User” refers to the person or entity browsing, installing, downloading, accessing or otherwise using the Harmelo Solution (“use” or “using” in these Terms and Conditions will mean any of the foregoing).

BY USING THE HARMELO SOLUTION IN ANY WAY, OR BY CLICKING TO ACCEPT THE TERMS AND CONDITIONS, YOU:

• REPRESENT AND WARRANT THAT:
• YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION;
• YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS; AND
• ALL INFORMATION PROVIDED BY YOU TO US THROUGH THE HARMELO SOLUTION IS TRUE, ACCURATE, CURRENT, AND COMPLETE.
• AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS AND CONDITIONS AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT ACCESS OR USE THE HARMELO SOLUTION.

• • 1. Changes to these Terms and Conditions and the Harmelo Solution
       1. Except where prohibited by applicable law, we reserve the right, in our sole discretion, to change any element of these Terms and Conditions at any time. When we change these Terms and Conditions, we will: (i) place a notice on the Harmelo Webpage and may send you an email or notify you by some other means as required by applicable law; (ii) post a new version to the Harmelo Webpage; and (iii) update the “Last Updated” date at the top of these Terms and Conditions. We may require you to provide consent to the updated Terms and Conditions in a specified manner before further use of the Harmelo Solution is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you will stop using the Harmelo Solution. Otherwise, your continued access to or use of the Harmelo Solution after any changes to these Terms and Conditions indicates your acceptance of such changes.
       2. We reserve the right to change the Harmelo Solution at any time, without notice. We may, at our discretion, suspend your access to or use of the Harmelo Solution or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms and Conditions; or (iii) to address any emergency security concerns. We will not be liable if, for any reason, all or any part of the Harmelo Solution is restricted to you, users or unavailable at any time or for any period.
    2. Access
       1. To access certain features of the Harmelo Solution will authenticate your access using such methods as determined by us from time to time and using the available interfaces of the services. You must provide us with true, accurate, current and complete information. If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Harmelo Solution. As part of your access to Harmelo Solution you and order and receive Content distributed or made available to you directly or indirectly by us, in any manner or format whatsoever, including via a Harmelo Solution from us.
       2. You understand and agree that your credentials used to access Harmelo Solution are personal to you, and you agree not to provide any other person with access to the Harmelo Solution (or any portion thereof) using your credentials.
       3. You are responsible for all activities that occur under your credentials used to access Harmelo Solution, including any password misuse or any unauthorized access. You agree to notify us immediately of any unauthorized access to or use of your credentials used to access Harmelo Solution or any other breach of security.
       4. We reserve the right, at any time, to disable or terminate your access, any identifier, whether chosen by you or provided by us, at our discretion, including for any violation of any provision of these Terms and Conditions.
    3. Evolving Nature of the Harmelo Solution Features; Electronic Communications
       1. You acknowledge, agree and understand that Harmelo will continue to develop and release new platform capabilities, features, and enhancements as part of the ongoing evolution of the Harmelo Solution. You understand and agree that we may make available to you a beta, trial or evaluation use of the Harmelo Solution, including services, software, or features that may not yet be generally available, including pre-release or beta versions of the foregoing which may not operate correctly (collectively, “Pilot”). Pilot may include partial features or functionality of the Harmelo Solution. You may access and use Pilot solely for the purpose of evaluating and testing the Harmelo Solution and related features. Harmelo may terminate your access to and use of any Pilot at any time. Harmelo may make an update to, fix, or patch the Harmelo Solution at any time without notice. Harmelo makes no warranty, representation, or guarantee with respect to the availability, maintenance, correction, or other support of such Harmelo Solution, including for clarity the Harmelo Solution. Except as restricted by applicable law, without limiting the disclaimers in Section 12 (Disclaimer) and without limiting limitation of liability in Section 13 (Limitation of Liability), Pilot are provided “as is” without support, indemnification, or warranty of any kind, whether express, implied, statutory, or otherwise.
       2. When you use or view the Harmelo Solution or send e-mails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We may communicate with you by e-mail, push notification or by posting notices on the Harmelo Webpage. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
       3. By creating an account to access the Harmelo Solution, you acknowledge and agree that Harmelo will send you service-related e-mails relating to your account, including service updates. These communications can be managed through user features made available through the Harmelo Solution from time to time. Your consent to receive communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. You may withdraw your consent to receive communications electronically by contacting us in the manner described below. If you withdraw your consent (excluding consent to receive marketing communications), from that time forward, you must stop using the Harmelo Solution. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all communications without interruption.
       4. You are solely responsible for providing Harmelo with accurate contact information for the purposes of any electronic communications between us and you, including your email address. Please keep us informed of any changes in your email, or mailing address so that you continue to receive all communications without interruption.
    4. Third Party Content
       1. The Harmelo Solution may include data and software from third parties. Some third-party providers may require Harmelo to pass additional terms through to you. The third-party providers change their terms occasionally and new third-party providers are added from time to time. We may provide links to such third-party providers terms to you from time to time. You agree to comply with all applicable third-party terms therein. We cannot guarantee the continued availability of such third party products, data, services or features and may cease providing them without entitling you to any refund, credit, or other compensation, if for example and without limitation, the provider of a third-party providers ceases to make the third-party providers’ products, data, features or services available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to Harmelo. Harmelo is not responsible for any disclosure, modification or deletion of User Data (defined below) resulting from access by such third-party providers’ products, data, features or services or its third-party providers.
    5. User Data

You grant to us, our affiliates, service providers, and each of our respective licensees, successors and assigns, an irrevocable (except as otherwise provided herein), worldwide, non-exclusive, royalty-free, perpetual, transferable and sublicensable right and licence to access, collect, store and use any data, content, information, records or files (other than Content) that you load, transmit to or enter into, or that we collect from, the Harmelo Solution (collectively, “User Data”):

• • • • 1. as permitted in Privacy Policy;
        2. to develop, make available, enhance and maintain the Harmelo Solution; and
        3. to produce or generate Anonymous Data and Aggregated Data.

By submitting User Data, you declare and warrant that you own or have the necessary rights to submit the User Data and have the right to grant this license. Aggregated Data, Content and Anonymous Data are not User Data. Harmelo may process the Aggregated Data, Content and Anonymous Data for any purpose and without restriction or obligation to you or any other person of any kind. For the purposes of these Terms and Conditions:

• • • • 1. “Aggregated Data” means: (i) aggregated portfolio Equipment health indicators, age-band cohort analysis, degradation clustering, replacement wave modeling, structured risk scoring outputs, cross-portfolio analytics, aggregated analytics, registry structure, benchmarking datasets, and industry insights; (ii) information or data on: (A) how individual users interact with the applicable Harmelo Solution, including frequency and duration of usage, specific features or functions accessed, user preferences and patterns of behavior; (B) how individual users interact with Harmelo, including frequency and duration of usage, specific agents, features or functions accessed, user preferences; and (iii) patterns of behavior, token counts or similar aggregate measures. Aggregated Data is not User Data; and
        2. “Anonymous Data” means data that is non-identifiable as to any individual and otherwise does not constitute “personal information” under applicable law.

You are solely responsible and legally liable, including to any third party for any User Data you submit, transmit, or display through the Harmelo Solution. You represent and warrant that for the duration of these Terms and Conditions, you own or have (or will own or have) the necessary rights to the User Data you share via the Harmelo Solution, including messages, media, and any other materials, and that such User Data does not violate any law or infringe on the intellectual property rights, privacy rights, or proprietary rights of any third party.

• • • 1. Harmelo does not own, control, verify, pay for, endorse, or otherwise assume any liability for your User Data and, to the extent permitted by laws, Harmelo cannot be held responsible for your User Data. Harmelo will not be liable for any loss or damage or resulting from the loss or corruption of User Data, and you agree not to hold Harmelo responsible for any such damage or loss.
    1. Privacy
       1. The privacy policy, available at privacy.html as updated by Harmelo from time to time (“Privacy Policy”), describes the manner in which we collect, use and disclose your personal information.
    2. Your Responsibilities
       1. You acknowledge and agree that the Harmelo Solution (and any portion thereof) and the Content are provided solely for general information purposes, and are not, and must not, be relied upon as, professional advice of any kind, including, medical, healthcare, legal, accounting, tax, financial, investment, engineering, or other regulated or licensed professional advice. Your access to or use of the Harmelo Solution does not establish any professional-client relationship, including physician-patient, nurse-patient, attorney-client, accountant-client, or investment adviser-client relationships.
       2. You agree to:
          1. not rely on the Harmelo Solution or any Contents as a substitute for your own independent judgment or for professional advice. You are solely responsible for evaluating and verifying the accuracy, completeness, timeliness, and applicability of any of the Content before using or relying on them, including through consultation with appropriate qualified professionals where necessary.
          2. use best efforts to prevent unauthorized access to or use of the Harmelo Solution;
          3. keep your credentials and all other login information confidential;
          4. monitor and control all activity conducted through your account in connection with the Harmelo Solution;
          5. keep your email address and, where applicable, your access identifiers or credentials current and accurate;
          6. promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of your credentials;
          7. not use anyone else’s credentials or identifiers at any time;
          8. comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, and privacy laws; and
          9. be responsible for maintaining backup copies of any important data submitted to or stored within the Harmelo Solution.

• • 1. No Unlawful or Prohibited Use
       1. You will not use the Harmelo Solution in violation of: (i) these Terms and Conditions; (ii) any applicable community guidelines as made available by us and updated by us from time to time (“Community Guidelines”); or (iii) any applicable law. You will not, without our prior written permission, use the Harmelo Solution for any purpose other than to access and use the Harmelo Solution.
       2. Without limiting the generality of the foregoing Section 8(a), you will not (and will not attempt to) directly or indirectly:
          1. impersonate any person or entity, including any employee or representative of Harmelo or any third party;
          2. frame or utilize framing techniques to enclose any content on the Harmelo Webpage or Content;
          3. create a hyperlink to the Harmelo Webpage, or Content without our prior written consent;
          4. use the Harmelo Webpage or Content by any automated means, including scripts, bots and spiders;
          5. collect, index or attempt to collect or index any Content or aspect of the Harmelo Webpage, including by way of any “screen scraping”, “database scraping” or any other activity intended to collect, store, re-organize, summarize or manipulate any Content (whether via an automatic program or a manual process);
          6. disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Harmelo Solution (e.g., a denial of service attack);
          7. attempt to gain unauthorized access to the Harmelo Solution, or bypass any measures we may use to prevent or restrict access to the Harmelo Solution;
          8. send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Harmelo Solution, any User Data, or Content, that:

contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;

you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate;

is false, inaccurate, intentionally misleading, or impersonates any other person;

gives the impression that it originates from or is endorsed by us or any other person or entity, if that is not the case;

is defamatory, bullying, harassing, abusive, threatening, vulgar, exploitative, obscene, harmful, sexually explicit, inflammatory, offensive or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual, or is otherwise objectionable, such determination to be made in Harmelo’s sole discretion;

is harmful to minors in any way or targeted at minors;

infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or

violates, or encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability.

• • • • 1. use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Harmelo Webpage, Content or any part thereof or otherwise attempt to discover any source code;
        2. try to circumvent or delete any copyright, trademark, or other intellectual property notices contained on the Harmelo Solution;
        3. remove any watermarks, labels or other legal or proprietary notices included in the Harmelo Solution;
        4. access or use the Harmelo Webpage or Content for the purpose of building a similar or competitive product or service;
        5. in any manner violate the Terms and Conditions of any third party website that is linked to the Harmelo Solution;
        6. impersonate or attempt to impersonate Harmelo, a Harmelo personnel, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing);
        7. encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Harmelo Solution, or which, as determined by us, may harm Harmelo or users of the Harmelo Solution or expose them to liability;
        8. promote any illegal activity or advocate, promote, or assist any unlawful act;
        9. copy or store any significant portion of the Content except as permitted herein and via the Harmelo Webpage;
        10. mirror or frame the Harmelo Webpage or Content, place pop-up windows over its pages, or otherwise affect the display of its pages; or
        11. use the Harmelo Webpage, Content or our third-party providers’ property to train any artificial intelligence (AI) or machine learning algorithms or software or create any derivative works, compilations or collective works or in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or
        12. perform any vulnerability, penetration or similar testing of the Harmelo Solution;
        13. authorize, permit, enable, induce or encourage any third party to do any of the above.
    1. Payment
       1. Access Fees. Where applicable, you will pay to Harmelo the fees (the “Access Fees”) as set out in the online order document submitted by you and accepted by you for your access to the Harmelo Webpage (the “Order”). Unless otherwise noted on the Order: (i) all Access Fees are identified in Canadian dollars; (ii) Access Fees are non-cancelable and non-refundable; and (iii) quantities purchased cannot be decreased during the applicable subscription term. To the extent permitted by laws, any suspension of the Harmelo Solution pursuant to these Terms and Conditions will not excuse you from your obligation to make payments due.
       2. Payment. If you are required to pay Access Fees under the Terms and Conditions, you must provide a valid method of payment as well as current, complete and accurate information for your billing account. You agree and acknowledge that Harmelo may bill your payment method as set out in the applicable Order. If you have not paid the Access Fees when they become due, Harmelo reserves the right to: (i) suspend your access to the Harmelo Solution until all due and undisputed amounts are paid in full; or (ii) terminate these Terms and Conditions immediately on notice; without incurring any obligation or liability to you or any other person by reason of such suspension or termination. You must keep a valid payment method on file with us to pay for all incurred and recurring Access Fees.
       3. Changes to the Access Fees. Except as restricted by applicable laws, Harmelo reserves the right to change the Access Fees and institute new charges upon at least seven-day prior notice to you.
       4. Taxes. The Access Fees do not include applicable sales, use, gross receipts, value-added, QST, GST or HST, personal property or other taxes. You will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including any applicable interest and penalties) payable in connection with the transactions contemplated by these Terms and Conditions, other than taxes based on the net income or profits of Harmelo.
       5. Payment Processor. To pay your Access Fees, you will need to provide Harmelo or, if applicable, a third-party payment processor (the “Payment Processor”) with the information necessary to process payment from you, including the billing information requested on the Harmelo Webpage or the applicable Payment Processor’s platform. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, if any, in addition to these Terms and Conditions. We are not responsible for any error by, or other acts or omissions of, any Payment Processor. By submitting your payment information to us or the Payment Processor, you authorize us or the Payment Processor to charge the applicable payment method at our or their convenience (but within thirty (30) days of credit card authorization). You represent and warrant that you will not use any credit card or other form of payment unless you have all necessary authorization to do so. We or the Payment Processor are not liable in the event others acting with or without your permission use your credit card or other means of payment to make purchases on the Harmelo Webpage, or the Payment Processor’s platform; however, you may report any unauthorized use to us or the Payment Processor, and we or the Payment Processor will use reasonable measures within our control to help prevent future unauthorized use of your card. We reserve the right to correct any errors or mistakes that any Payment Processor makes even if it has already requested or received payment. The terms of your payment will be based on your chosen payment provider and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method. If we, either through the Payment Processor or otherwise, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand.
       6. Billing Information. You must promptly update all information to keep your billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us if your payment method is cancelled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your username or password. If you fail to provide any of the foregoing information, you agree that we or the Payment Processor may continue charging you for any use of paid services under your billing account unless you have terminated your paid services by cancelling your access to the Harmelo Webpage.
    2. Ownership
       1. Harmelo or its licensors retain all right, title and interest, including any intellectual property rights in and to:
          1. the Harmelo Solution, including, for certainty, the source code in the software we use to provide any portion of the Harmelo Solution;
          2. Content;
          3. the Anonymous Data;
          4. the Aggregated Data;
          5. all other Harmelo’s confidential information including Feedback, any reports or deliverables generated from the Harmelo Solution; and
          6. any modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations of the foregoing (i) to (iv) (collectively “Harmelo Property”).

• • • 1. The Harmelo name, and all related names, logos, product and service names, designs, images and slogans are our marks or our affiliates’ or licensors’ marks and these Terms and Conditions do not grant you any right to use any such marks. Use of any such property will constitute an infringement or violation of the rights of the property owner and may be a violation of applicable laws and could subject the infringer to legal action.
      2. Subject to these Terms and Conditions, we grant you a worldwide, non-exclusive, non-transferable, non-sublicensable and revocable right and licence (where applicable) during the Term (as defined below) to use the Harmelo Webpage, including to download and display local Content, solely in connection with using the Harmelo Webpage, in accordance with these Terms and Conditions.
      3. All rights not expressly granted by Harmelo to you under these Terms and Conditions are reserved.
      4. During the Term, you will provide verbal or written performance evaluations about the Harmelo Solution to Harmelo and its personnel (collectively, “Responses”). Test results, Responses and all inventions, improvements, modifications, derivations or developments related to the Harmelo Solution conceived or made by Harmelo during or subsequent to these Terms and Conditions including those product improvements, modifications, derivations or developments that may be based partly or wholly on feedback, suggestions or recommended improvements from you (collectively “Feedback”) will be the exclusive property of Harmelo and its licensors and will be Harmelo’s confidential information, and Harmelo and its licensors will have exclusive rights to all patents, copyrights, property rights, title and interest in such improvements, modifications, derivations or developments related to the Harmelo Solution.
      5. You hereby irrevocably and in perpetuity hereby assigns, and agrees to promptly cause to be assigned, all right, title and interest, including all intellectual property rights, in and to such Feedback, and will promptly cause all authors to waive in favour of Harmelo and its successors, assigns and licensees, all moral rights therein. You represent and warrant to Harmelo that it has obtained sufficient written assignments of all Feedback to comply with the foregoing sentence. You will not earn or acquire any rights or licenses in the Harmelo Solution or in any Harmelo Property on account of this Agreement or your performance under this Agreement, even if Harmelo incorporates any Feedback into the Harmelo Solution. Harmelo will be entitled to distribute, publish and otherwise use Feedback as it determines, in its sole discretion.
    1. Malicious Code and Security

The downloading and viewing of Content on the Harmelo Solution is done at your own risk. We do not guarantee or warrant that the Harmelo Solution is compatible with your computer system or mobile device or that the Harmelo Solution, or any links from the Harmelo Solution, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system and/or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system and/or mobile device that may be necessary as a result of your use of the Harmelo Solution.

• • 1. Disclaimer

THE LAWS OF CERTAIN JURISDICTIONS, WHICH MAY INCLUDE QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS AND CONDITIONS (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR CONDITION, THE SCOPE AND DURATION OF SUCH WARRANTY OR CONDITION WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

• • • 1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE HARMELO SOLUTION, CONTENT AND OUTPUTS IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. HARMELO DOES NOT WARRANT THAT THE HARMELO SOLUTION, CONTENT OR OUTPUTS WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE HARMELO SOLUTION, CONTENT AND OUTPUTS. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED OR AS OTHERWISE REQUIRED BY LAW, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE HARMELO SOLUTION AND PRODUCTS AND SERVICES WHETHER EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, HARMELO EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE HARMELO SOLUTION (OR ANY PORTION THEREOF), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER. HARMELO WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE HARMELO SOLUTION, OR CONTENT OR TO YOUR DOWNLOADING OF ANY MATERIAL OR OUTPUT POSTED ON ANY WEBSITE LINKED TO THEM. ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ARE RAPIDLY EVOLVING FIELDS OF STUDY. GIVEN THE PROBABILISTIC NATURE OF GENERATIVE ARTIFICIAL INTELLIGENCE, USE OF ANY OF HARMELO PROPERTY MAY IN SOME SITUATIONS RESULT IN INCORRECT CONTENT THAT DOES NOT ACCURATELY REFLECT REAL PEOPLE, PLACES, OR FACTS. USER SHALL EVALUATE THE ACCURACY OF ANY CONTENT OR OUTPUT AS APPROPRIATE FOR ITS USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT, AND CONTENT. DUE TO THE NATURE OF GENERATIVE ARTIFICIAL INTELLIGENCE, OUTPUT MAY NOT BE UNIQUE ACROSS USERS AND THE HARMELO SOLUTION OR ANY OTHER OF HARMELO PROPERTY MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR USER OR A THIRD PARTY. OTHER USERS MAY ALSO ASK SIMILAR QUESTIONS AND RECEIVE THE SAME RESPONSE. RESPONSES THAT ARE REQUESTED BY AND GENERATED FOR OTHER USERS ARE NOT CONSIDERED USER DATA.
      2. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD PARTY COMMUNICATIONS AND ANY THIRD PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE HARMELO SOLUTION.
      3. IF YOU ARE A CONSUMER RESIDING IN QUÉBEC, THE FOREGOING DOES NOT LIBERATE US FROM THE CONSEQUENCES OF OUR OWN ACTS OR THOSE OF OUR REPRESENTATIVES.
    1. Limitation of Liability
       1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, LICENSEES (EXCLUDING YOU AND CREATORS) AND SERVICE PROVIDERS AND ANY SUCCESSORS AND ASSIGNS OF THE FOREGOING (COLLECTIVELY WITH HARMELO, THE “HARMELO PARTIES”) BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; (VI) PERSONAL OR PROPERTY DAMAGE; OR (VII) OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE HARMELO SOLUTION OR THE INABILITY TO MAKE USE OF THE HARMELO SOLUTION, OR THESE TERMS AND CONDITIONS. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE HARMELO SOLUTION, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE HARMELO SOLUTION.
       2. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS AND CONDITIONS, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE HARMELO SOLUTION, EXCEED THE AMOUNT OF CAD$50. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS AND CONDITIONS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
       3. Without limiting the foregoing, under no circumstances will any of the Harmelo Parties be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our or their reasonable control, including, without limitation, Internet failures, computer Equipment failures, telecommunication Equipment failures, other Equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, pandemics, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
       4. If you are a consumer residing in Québec, the foregoing does not liberate us from the consequences of our own acts or those of our representatives.
    2. Indemnification
       1. You will defend, indemnify and hold harmless the Harmelo Parties from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:
          1. your User Data;
          2. your use of the Harmelo Solution, or Content (except to the extent prohibited by law);
          3. your breach of any provision of these Terms and Conditions or any documents referenced herein;
          4. your violation of any law or the rights of a third party (including intellectual property rights); or
          5. any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you into the Harmelo Solution.

• • • 1. Harmelo reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defences. You agree that the provisions in this section will survive any these Terms and Conditions or your access to the Harmelo Solution.
    1. Term and Termination
       1. Term. These Terms and Conditions will commence the earlier of: (i) the day you first access the Harmelo Solution, or any part thereof, or (ii) the date of your acceptance of these Terms and Conditions; and continue to be in effect for the term indicated on the Order, unless terminated earlier as permitted by applicable laws or in accordance with these Terms and Conditions (the “Term”). Except as otherwise specified in an Order, Orders will automatically renew for additional one-year terms, unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant Order term.
       2. Termination. Harmelo may, in its discretion, terminate your access and use to Harmelo at any time by providing at least 60 days advance written notice to you, in which case you will be refunded a prorated amount of the Access Fees as of the effective date of termination. Notwithstanding the foregoing, we have the right, at all times, without provision of notice and in our discretion to:
          1. take appropriate legal action, including referral to law enforcement or any regulatory authority, or notify any harmed party of any illegal or unauthorized use of the Harmelo Solution. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Harmelo Solution; and
          2. terminate or suspend your access to all or part of the Harmelo Solution or disable or terminate access credentials or other identifier, whether chosen by you or provided by us, in the event of any breach of these Terms and Conditions that is incapable of being cured (including your breach of Section 8 or the Community Guidelines), such termination or suspension will be effective immediately.
       3. Termination by You. Subject to your payment obligations, you may terminate these Terms and Conditions and discontinue your use of the Harmelo Solution at any time by contacting us through our main contact channels.
       4. Effects of Termination. Upon termination of these Terms and Conditions: (i) your right to use the Harmelo Solution will cease immediately; and (ii) except as instructed by applicable law or due to technical constraints, we will not retain your User Data.
       5. Waiver. Except as restricted by applicable laws, you and us hereby waive the application of sections 2125, 2126 and 2129 of the Code civil du Québec regarding termination rights and indemnity.
    2. Survival

The following Sections, together with any other provision of these Terms and Conditions which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms and Conditions, will survive expiration or termination of these Terms and Conditions for any reason: Sections 4 (Third Party Content or Products), 5 (User Data), 7 (Your Responsibilities), 8 (No Unlawful Use or Prohibited Use), 10 (Ownership), 11 (Malicious Code and Security), 12 (Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 16 (Survival), and 18 (General Provisions).

• • 1. Contact

If you have any questions or comments regarding these Terms and Conditions, please contact us at: support@harmelo.com

• • 1. General Provisions
       1. Choice of Law. Except as restricted by applicable laws or if you are a consumer residing in Québec, these Terms and Conditions will be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. If you are a consumer residing in Québec, these Terms and Conditions will be governed by the laws of the Province of Québec and the federal laws of Canada applicable therein, without giving effect to any principles of conflicts of law. Except as restricted by applicable laws or if you are a consumer residing in Québec, any action or proceeding arising out of or relating to the Harmelo Solution and under these Terms and Conditions will be initiated in Toronto, Ontario, and each party irrevocably submits to the exclusive personal jurisdiction and venue of such courts sitting therein. Notwithstanding the foregoing, this choice of jurisdiction does not prevent us from seeking remedies with respect to a violation of intellectual property rights in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and Conditions.
       2. Entire Agreement and Interpretation. These Terms and Conditions and all documents incorporated by reference herein (including the Community Guidelines) constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Harmelo Solution, products, and any services offered by Harmelo. A printed version of these Terms and Conditions and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. In the event of any conflict between the Community Guidelines, and these Terms and Conditions, these Terms and Conditions will control. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms and Conditions are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of us in these Terms and Conditions, mean our right to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain our decision to you.
       3. Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms and Conditions will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms and Conditions must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
       4. Severability. If any of the provisions contained in these Terms and Conditions are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms and Conditions and all other provisions of these Terms and Conditions will remain in full force and effect.
       5. Assignment. You will not assign these Terms and Conditions to any third party without our prior written consent. We may assign these Terms and Conditions or any rights under these Terms and Conditions to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section will be null and void. These Terms and Conditions will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
       6. English Language. The French version of these Terms and Conditions is available at [add link to French version of these Terms and Conditions]. La version française de la présente convention est disponible à [add link to French version].