CAIGNITE CANADA CONSULTING INC.

Business Number: 733153233TZ0001
Official Email: info@caignite.ca
Effective Date: April 15, 2024

MASTER TERMS OF SERVICE AGREEMENT

1. INTRODUCTION, ACCEPTANCE, AND LEGAL EFFECT

This Master Terms of Service Agreement (the “Agreement”) constitutes a legally binding and enforceable contract between Caignite Canada Consulting Inc. (hereinafter referred to as “Caignite”, “Company”, “we”, “us”, or “our”) and any individual, corporation, partnership, or legal entity (hereinafter referred to as “User”, “Subscriber”, “Client”, or “you”) who accesses, purchases, subscribes to, or uses any services, content, reports, recommendations, software, analytics, alerts, communications, or data provided by the Company (collectively, the “Services”).

By accessing, browsing, subscribing to, purchasing, or otherwise using the Services, you:

Acknowledge that you have read, understood, and accepted this Agreement in its entirety;

Agree to be legally bound by all provisions contained herein;

Represent and warrant that you possess the legal capacity and authority to enter into this Agreement;

Agree that your electronic acceptance constitutes a valid and enforceable agreement equivalent to a signed written contract under applicable Canadian law.

If you do not agree with any provision of this Agreement, you must immediately discontinue all use of the Services.

2. NATURE OF SERVICES AND NO ADVISORY RELATIONSHIP

2.1 Informational and Educational Purposes Only

All Services, including but not limited to market commentary, research reports, alerts, data analysis, educational materials, newsletters, and financial observations, are provided strictly for informational and educational purposes only.

2.2 No Investment, Financial, or Legal Advice

The Company is not registered as an investment advisor, portfolio manager, broker-dealer, financial planner, accounting firm, or law firm under applicable Canadian securities or professional regulatory laws.

Nothing contained within the Services shall be construed as:

Personalized investment advice;

Financial planning advice;

Legal advice;

Tax advice;

Accounting advice;

Fiduciary guidance;

Solicitation to buy or sell securities or financial instruments.

2.3 No Fiduciary Relationship

You expressly acknowledge and agree that:

No fiduciary, advisory, partnership, joint venture, employment, or agency relationship exists between you and the Company;

The Company owes no duty of care beyond minimum obligations imposed by applicable law;

All financial and investment decisions are made solely at your own discretion and risk.

3. COMPREHENSIVE DISCLAIMER OF WARRANTIES

3.1 “AS IS” AND “AS AVAILABLE”

All Services are provided strictly on an “AS IS” and “AS AVAILABLE” basis without warranties, guarantees, conditions, or representations of any kind, whether express, implied, statutory, or otherwise.

3.2 Disclaimer of Warranties

To the fullest extent permitted by law, the Company expressly disclaims all warranties, including but not limited to:

Accuracy or completeness of information;

Reliability or availability of Services;

Merchantability;

Fitness for a particular purpose;

Non-infringement;

Timeliness of market information;

Investment profitability or outcomes.

3.3 Market Risk Acknowledgment

You acknowledge and agree that:

Financial markets are speculative, volatile, and unpredictable;

Past performance is not indicative of future results;

Loss of capital, including total loss, may occur;

The Company makes no guarantees regarding profitability or avoidance of losses.

4. LIMITATION OF LIABILITY

4.1 Exclusion of Damages

To the fullest extent permitted by applicable law, neither the Company nor its directors, officers, employees, contractors, affiliates, licensors, or agents shall be liable for:

Indirect damages;

Incidental damages;

Consequential damages;

Special damages;

Punitive damages;

Loss of profits;

Loss of business opportunities;

Loss of goodwill;

Trading losses;

Data loss;

Business interruption.

This limitation applies regardless of the legal theory asserted, including contract, negligence, tort, equity, strict liability, or otherwise, even if advised of the possibility of such damages.

4.2 Maximum Liability

In all circumstances, the total aggregate liability of the Company shall not exceed the total amount actually paid by the Client to the Company within the thirty (30) days preceding the event giving rise to the claim.

4.3 User Responsibility

You assume full responsibility for:

All investment decisions;

All trading activity;

Any reliance placed upon the Services;

Compliance with applicable laws and regulations.

5. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, contractors, agents, successors, and assigns from and against any and all claims, liabilities, damages, judgments, settlements, losses, costs, and expenses, including legal fees on a full indemnity basis, arising from or related to:

Your use or misuse of the Services;

Your violation of this Agreement;

Your violation of any laws or regulations;

Any third-party claims resulting from your conduct;

Fraudulent or unlawful activity conducted through your account.

6. PROFESSIONAL CONSULTATION REQUIREMENT

You expressly acknowledge and agree that:

You are solely responsible for conducting your own due diligence;

You should consult licensed professionals before making financial or investment decisions, including:

Financial advisors;

Accountants;

Legal counsel;

Tax professionals.

Failure to seek professional advice is undertaken entirely at your own risk.

7. PAYMENT TERMS, NO-REFUND POLICY, AND BILLING

7.1 Final Sale Policy

All payments made to the Company are:

Final and non-refundable;

Not subject to chargeback, reversal, or dispute;

Not contingent upon performance, results, or satisfaction.

7.2 Finality of Electronic Payments

The Client expressly agrees that all payments transmitted through Interac e-Transfer, electronic banking systems, wire transfer, credit card processors, cryptocurrency transactions where accepted, or other authorized payment channels constitute final, authorized, irrevocable, and non-reversible settlement for Services rendered, subscriptions provided, digital products delivered, or access granted by the Company.

By submitting payment, the Client represents and warrants that:

The transaction was knowingly and voluntarily authorized;

The payment method belongs to the Client or was lawfully authorized for use;

The Client waives any improper right to dispute, reverse, or claw back funds absent legitimate evidence of criminal unauthorized use.

7.3 Unauthorized Chargebacks, Fraudulent Reversals, and First-Party Fraud

In the event the Client initiates, files, assists with, or knowingly permits:

Fraudulent chargebacks;

False unauthorized transaction claims;

Banking disputes;

Payment reversal requests;

First-party fraud claims;

Any attempt to claw back previously authorized funds,

the Client shall remain fully liable for:

The original invoice amount;

An administrative recovery fee of $250 CAD per disputed transaction;

Banking penalties;

Collection costs;

Legal fees on a full indemnity basis;

Court and enforcement costs.

The Company reserves all rights to pursue civil recovery and legal enforcement remedies under applicable Canadian law.

7.4 Fraud Investigation and Law Enforcement Cooperation

The Company maintains a zero-tolerance policy regarding payment fraud, abuse, and fraudulent reversals.

Where the Company reasonably believes that a payment dispute or chargeback is fraudulent or abusive, the Company reserves the right to disclose and provide, where legally permitted:

Signed digital agreements;

Electronic acceptances;

IP address logs;

Device metadata;

Payment records;

Communication histories;

Usage logs;

Delivery confirmations;

Account activity records;

to:

The Canadian Anti-Fraud Centre (CAFC);

Financial institutions;

Payment processors;

Collection agencies;

Law enforcement authorities;

Regional or provincial police services;

Regulatory or judicial authorities.

Such disclosures may be made for fraud prevention, civil recovery, criminal investigation, contractual enforcement, and legal compliance purposes.

7.5 No Refunds

No refunds shall be issued under any circumstances, including but not limited to:

Dissatisfaction with Services;

Financial losses;

Failure to use Services;

Early termination;

Market performance outcomes;

Subscriber inactivity.

7.6 Subscription Renewal

Subscriptions may renew automatically unless otherwise stated by the Company at the time of purchase.

7.7 Cancellation Requests

Cancellation requests must be submitted:

Via email to info@caignite.ca;

At least five (5) business days before renewal.

Failure to provide timely notice may result in continued billing for the subsequent billing cycle.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Ownership

All content, software, branding, reports, methodologies, systems, designs, graphics, and proprietary materials are the exclusive intellectual property of the Company.

8.2 Limited License

The Company grants you a limited, revocable, non-exclusive, non-transferable license for personal, non-commercial use only.

8.3 Prohibited Uses

You may not:

Copy, reproduce, distribute, or publish Company content;

Resell or sublicense Services;

Share login credentials;

Reverse engineer systems;

Use Company materials for commercial purposes.

Violation constitutes a material breach and may result in:

Immediate termination;

Civil legal action;

Claims for damages and injunctive relief.

9. ACCOUNT SECURITY

You are solely responsible for:

Maintaining the confidentiality of account credentials;

All activity occurring under your account.

Unauthorized sharing, credential distribution, or account abuse may result in immediate termination without refund.

10. TERMINATION

The Company reserves the right, at its sole discretion, to:

Suspend or terminate access;

Deny Services;

Restrict accounts;

Enforce contractual penalties;

with or without prior notice.

Termination does not relieve you of outstanding financial obligations.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1 Governing Law

This Agreement shall be governed by and construed in accordance with:

The laws of the Province of Ontario;

The federal laws of Canada applicable therein.

11.2 Exclusive Jurisdiction

All disputes arising from or relating to this Agreement shall be exclusively resolved in the courts located in Ontario, Canada.

11.3 Class Action Waiver

You expressly waive any right to:

Participate in class actions;

Join representative proceedings;

Consolidate claims with other parties.

All disputes shall be resolved individually.

11.4 Limitation Period

Any claim or cause of action must be commenced within one (1) year from the date the claim arose, failing which it shall be permanently barred.

12. FORCE MAJEURE

The Company shall not be liable for delays, interruptions, or failures caused by events beyond its reasonable control, including:

Natural disasters;

Market disruptions;

Government actions;

Cybersecurity incidents;

Internet outages;

Third-party service failures;

Labor disputes;

Technical failures.

13. PRIVACY AND DATA USAGE

By using the Services, you consent to:

The collection and processing of personal information necessary for service delivery;

Electronic communications;

Data storage and processing in accordance with applicable Canadian privacy laws.

The Company may retain records necessary for legal compliance, fraud prevention, and contractual enforcement.

14. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable:

The remaining provisions shall remain fully enforceable;

The invalid provision shall be interpreted as closely as possible to its original intent.

15. ENTIRE AGREEMENT

This Agreement constitutes the complete and exclusive agreement between the parties and supersedes all prior:

Agreements;

Negotiations;

Communications;

Representations;

Understandings.

16. AMENDMENTS

The Company reserves the right to modify, amend, or update this Agreement at any time.

Continued use of the Services following any modification constitutes acceptance of the revised terms.

17. ACKNOWLEDGMENT AND ACCEPTANCE

BY ACCESSING, PURCHASING, SUBSCRIBING TO, OR USING THE SERVICES, OR BY CLICKING “I AGREE,” YOU:

CONFIRM THAT YOU HAVE READ THIS AGREEMENT IN FULL;

UNDERSTAND THE RISKS ASSOCIATED WITH FINANCIAL MARKETS;

ACCEPT FULL RESPONSIBILITY FOR YOUR ACTIONS AND DECISIONS;

AGREE TO BE LEGALLY BOUND BY ALL TERMS CONTAINED HEREIN.

BY PURCHASING ANY SUBSCRIPTION, SERVICE, OR PRODUCT OFFERED BY CAIGNITE CANADA CONSULTING INC., YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO ALL TERMS, CONDITIONS, DISCLAIMERS, POLICIES, AND LEGAL OBLIGATIONS ESTABLISHED BY THE COMPANY.