Master Services Agreement

Parties and Effective Date

This Master Services Agreement (“Agreement”) is entered into between Ablaze.Digital Inc., a corporation with its principal place of business in Calgary, Alberta, Canada (“Ablaze.Digital” or “Provider”), and the client identified in an executed Statement of Work or online plan purchase (“Client”). This Agreement is effective as of the date of the last signature on a Statement of Work referencing this Agreement, or the date of Client’s online plan purchase (“Effective Date”).

1. Definitions

• Agreement Documents: this MSA, any executed Statement of Work ("SOW"), Data Processing Addendum ("DPA"), and any mutually executed Change Orders.
• Services: the professional services, deliverables, software, hosting, maintenance, support, integrations, and consulting to be delivered under an SOW.
• Deliverables: work products to be delivered to Client under an SOW.
• Background IP: proprietary tools, frameworks, templates, methodologies, libraries, and code owned by Ablaze.Digital and used in delivering Services.
• Confidential Information: non-public commercial, technical, business, or personal data disclosed by a party, excluding information that becomes public through no fault of recipient.

2. Scope and Order of Precedence

2.1. Services will be provided only as described in applicable SOWs. Each SOW will reference this Agreement and specify scope, deliverables, acceptance criteria, timeline, fees, and personnel.

2.2. Order of precedence: (a) executed SOW; (b) DPA; (c) MSA.

2.3. Online plans: where Client purchases a published monthly plan (such as Spark, Ignite, Flare or Ablaze) online, the plan description on the Ablaze.Digital website at the time of purchase, together with the checkout confirmation and any onboarding scope confirmed in writing, constitutes the SOW for that plan. Subscription renewal, cancellation and refund terms for online plans are set out in the Terms of Service and the Exchanges & Refunds Policy.

3. Term and Termination

3.1. Term begins on Effective Date and continues until all SOWs have completed, unless earlier terminated.

3.2. Either party may terminate an SOW or this Agreement for material breach if the breach is not cured within 30 days of written notice. Termination for insolvency or bankruptcy is immediate.

3.3. Upon termination, Client pays for Services performed and non-cancellable commitments incurred prior to termination. Provider will deliver a transition plan on request; transition assistance is chargeable unless otherwise stated.

4. Fees, Invoicing, and Payment

4.1. Fees and expenses per SOW. Time and materials rates apply where specified.

4.2. Provider invoices per SOW (milestone or monthly). Payment terms: Net 30 days unless otherwise agreed. Overdue amounts accrue interest at 1.5% per month or the maximum allowed by law.

4.3. Taxes, duties, and similar charges are Client’s responsibility. Client must provide tax-exempt certificates where applicable.

5. Change Control

5.1. Changes to scope, schedule, or price require written Change Order signed by authorized representatives. Provider may suspend performance for non-payment or significant scope changes until Change Order executed.

6. Acceptance and Warranty

6.1. Acceptance Criteria: SOW defines acceptance tests and timing. Client has 10 business days to review deliverables and provide written acceptance or rejection with reasons.

6.2. Warranty: Provider warrants Services will be performed with reasonable skill and care in accordance with professional standards. For 90 days after acceptance, Provider will correct defects at no additional charge where deficiency results from Provider’s breach.

6.3. DISCLAIMERS: EXCEPT AS EXPRESSLY STATED, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT FURTHER WARRANTIES.

7. Intellectual Property

7.1. Client Materials: ownership remains with Client. Client grants Provider a license to use Client Materials solely to perform Services.

7.2. Deliverables: subject to full payment, Provider assigns to Client all right, title and interest in and to Deliverables conceived and delivered exclusively for Client, excluding Background IP and third-party components.

7.3. Background IP: Provider retains ownership of Background IP. Provider grants Client a perpetual, non-exclusive, royalty-free license to Background IP contained in Deliverables to the extent necessary to use the Deliverable.

7.4. Third-Party Components: subject to third-party license terms. Client is responsible for additional fees required by third-party licensors.

8. Confiden­tiality

8.1. Recipient will protect Confidential Information with the same degree of care used to protect its own confidential information, at least reasonable care.

8.2. Permitted disclosures to affiliates, employees, subcontractors, and professional advisors on a need-to-know basis provided they are bound by confidentiality obligations.

8.3. Confidentiality obligations survive termination for five years; trade secrets survive indefinitely.

9. Data Protection and Data Processing Addendum (DPA)

9.1. Parties will comply with the DPA attached as Schedule A when Provider processes personal data on behalf of Client. Provider acts as Processor and Client as Controller where applicable. Processing follows Client’s documented instructions, applicable laws (including GDPR, PIPEDA, CCPA where applicable), and contractual safeguards.

9.2. Provider will implement technical and organizational measures for security, assist with Data Subject Requests, and notify Client of breaches without undue delay.

10. Liability and Insurance

10.1. LIMITATIONS: Except for liability for gross negligence, willful misconduct, breach of confidentiality, or breach of data protection obligations, each party’s aggregate liability for direct damages will not exceed the fees paid by Client for Services under the SOW in the 12 months preceding the claim. Neither party is liable for indirect, special, punitive, or consequential damages.

10.2. Insurance: Provider will maintain applicable insurances with commercially reasonable limits; certificates available upon request.

11. Indemnities

11.1. Provider will defend and indemnify Client against third-party claims alleging Deliverable infringement of third-party IP, provided Client promptly notifies Provider, cooperates, and allows Provider to control defense and settlement. Remedies may include replacement, modification, or license.

11.2. Client will indemnify Provider for claims arising out of Client Materials, Client’s breach of law, or Client-provided content.

12. Subcontracting and Subprocessors

12.1. Provider may subcontract work to affiliates and subprocessors. Provider remains responsible for subcontractor performance and compliance with this Agreement. Provider will provide a list of subprocessors and notify Client of material changes. Client may have termination rights for objectionable substitutions where required under the DPA.

13. Compliance with Laws

13.1. Parties will comply with applicable laws, including export controls, anti-bribery, privacy, advertising, and labor laws. Client warrants materials provided do not violate laws or third-party rights.

14. Export Controls

14.1. Client will not provide technical data subject to export restrictions without appropriate authorization. Breach permits immediate suspension.

15. Dispute Resolution and Governing Law

15.1. Governing Law: the laws of the province specified in the SOW (default: Alberta, Canada) govern this Agreement.

15.2. Dispute Resolution: Parties will attempt to resolve disputes through negotiation, then mediation, and finally submit to binding arbitration or courts as set out in the SOW.

16. Miscellaneous

16.1. Relationship: parties are independent contractors. No agency or employment relationship created.

16.2. Force Majeure: neither party liable for delays caused by events beyond reasonable control.

16.3. Assignment: neither party may assign without the other’s consent, except to an affiliate or in a corporate transaction.

16.4. Entire Agreement: this Agreement and referenced SOWs, DPAs, and Change Orders constitute the entire agreement.

16.5. Language: this Agreement is published in English and in French; both versions have equal standing.

17. AI Services

17.1. Where Services include artificial-intelligence features, models, assistants or automation (“AI Services”), the SOW will describe the use case, the categories of data used, the AI providers engaged and any human-review steps.

17.2. Provider will not use Client Confidential Information or Client personal data to train third-party AI models without Client’s written consent, and will select provider settings that disable such training where available.

17.3. AI outputs may be inaccurate or incomplete. Provider will apply reasonable skill and care, including review of AI-assisted Deliverables before delivery; Client remains responsible for decisions it makes using AI outputs, particularly in regulated or high-risk contexts.

17.4. Each party will comply with laws applicable to its use of AI Services, including privacy, consumer-protection and anti-discrimination laws and, where applicable, transparency obligations regarding automated decision-making.

18. Notices

18.1. Notices under this Agreement must be in writing and sent to Provider at [email protected] and to Client at the address in the SOW. Email notice is effective on the next business day after sending unless a delivery failure is received.

Schedule A — Data Processing Addendum (summary of core terms)

A.1. Roles. For personal data Provider processes on Client’s behalf, Client is the controller (or the organization accountable under PIPEDA and Québec’s Law 25) and Provider is the processor or service provider.

A.2. Instructions. Provider processes such data only on Client’s documented instructions, including those in the SOW, and for no other purpose. Provider will not sell such data or use it for its own purposes.

A.3. Confidentiality. Personnel authorized to process the data are bound by confidentiality.

A.4. Security. Provider implements the technical and organizational measures described in its Data & Security Policy, appropriate to the risk.

A.5. Subprocessors. Client authorizes the subprocessors listed on request; Provider will give notice of material changes, allowing Client to object on reasonable grounds, and will impose equivalent data-protection obligations on each subprocessor.

A.6. Assistance. Provider will assist Client with data subject requests, privacy impact assessments and consultations with regulators, taking into account the nature of the processing.

A.7. Breach notification. Provider will notify Client without undue delay after becoming aware of a personal data breach affecting Client data, with the information reasonably available to Client to meet its own notification obligations.

A.8. Transfers. Where data is transferred outside Canada, the EEA, the UK or Switzerland, Provider will use a lawful transfer mechanism (such as adequacy, standard contractual clauses or equivalent contractual safeguards) and support Client’s transfer assessments, including under Québec’s private-sector privacy law.

A.9. Return and deletion. At the end of the Services, Provider will delete or return Client personal data at Client’s choice, unless retention is required by law.

A.10. Audit. Provider will make available information reasonably necessary to demonstrate compliance and allow reasonable audits, on reasonable notice and subject to confidentiality.

A.11. Health information. Where Client is subject to HIPAA or equivalent health-privacy law and Provider will handle protected health information, the parties will sign a Business Associate Agreement or equivalent before any such data is shared.

A full-form DPA is available on request and, once executed, prevails over this summary.

Version 2.0, effective October 7, 2026, replaces the previously published version. Existing SOWs continue under the version in effect when signed unless the parties agree otherwise.

This document is published in English and French; both versions have equal standing.