IMPORTANT — PLEASE READ CAREFULLY. These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("Customer," "you," or "your") and Awditify Technologies Inc., a corporation incorporated under the laws of the Province of Alberta, Canada ("Awditify," "we," "us," or "our"). By accessing or using the Awditify platform, website (awditify.com), mobile applications, APIs, or any related services (collectively, the "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference.

If you are entering into this Agreement on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, and all references to "you" or "your" shall refer to both you individually and the entity you represent.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

1. Definitions

In addition to terms defined elsewhere in this Agreement, the following definitions apply:

"Account" means the account you create to access and use the Service.
"Authorized Users" means individuals you authorize to access the Service under your Account, including employees, contractors, and accountants.
"Confidential Information" means all non-public information disclosed by either party, including business data, financial records, technical information, and trade secrets.
"Customer Data" means all data, information, and content that you or your Authorized Users upload, input, submit, or transmit through the Service.
"Documentation" means the user guides, help files, and technical documentation made available at awditify.com/learn.
"Effective Date" means the date you first accept these Terms or access the Service.
"Intellectual Property Rights" means all patent rights, copyrights, moral rights, trade-mark rights, trade secret rights, and any other intellectual property rights recognized under the laws of Canada and international conventions.
"Subscription" means the specific plan, features, and usage limits associated with your Account.
"Third-Party Services" means third-party applications, integrations, or services that interoperate with the Service.

2. Eligibility and Account Registration

2.1 Eligibility

To use the Service, you must: (a) be at least 18 years of age or the age of majority in your jurisdiction; (b) have the legal capacity to enter into a binding agreement; and (c) not be prohibited from receiving the Service under the laws of Canada or any other applicable jurisdiction.

2.2 Account Creation

To access the Service, you must create an Account by providing accurate, current, and complete registration information. You agree to: (a) promptly update your Account information to keep it accurate; (b) maintain the security and confidentiality of your login credentials; (c) accept responsibility for all activities that occur under your Account; and (d) immediately notify Awditify of any unauthorized access to or use of your Account at security@awditify.com.

2.3 Authorized Users

You are responsible for ensuring that all Authorized Users comply with these Terms. You are liable for any breach of these Terms by your Authorized Users. The number of Authorized Users permitted depends on your Subscription plan.

3. Description of Service

Awditify provides a cloud-based bookkeeping, accounting, invoicing, payroll processing, and financial management platform designed for Canadian businesses, accounting firms, and municipal governments. The Service includes, but is not limited to:

Double-entry accounting and general ledger management
Invoicing, estimates, and payment processing
Full Canadian payroll processing (CPP, EI, federal/provincial income tax, T4/T4A generation, ROE filing, CRA remittances)
Bank feed integration, transaction import, and reconciliation
AI-powered transaction categorization and anomaly detection
GST/HST/PST multi-agency tax tracking and filing preparation
Receipt OCR and document management
Financial reporting and analytics (70+ report templates)
Municipal government finance modules (PSAB compliance)
API access (subject to Subscription plan)

Features, functionality, and applicable limits may vary by Subscription plan as described on our Pricing page. We reserve the right to modify, update, or discontinue features of the Service with reasonable notice.

4. Subscription Plans, Fees, and Payment

4.1 Subscription Plans

The Service is offered under various Subscription plans as described on our Pricing page. Each plan specifies the features, number of businesses, number of users, and usage limits available. Downgrading your plan may result in loss of access to certain features or data.

4.2 Fees and Billing

By subscribing to a paid plan, you agree to pay all applicable Subscription fees ("Fees"). Unless otherwise stated, all Fees are:

Quoted and payable in Canadian Dollars (CAD)
Billed in advance on a monthly or annual basis, depending on the billing cycle selected
Non-refundable except as expressly stated in this Agreement or required by applicable law
Subject to applicable sales taxes, including GST/HST
Due on the first day of each billing cycle

4.3 Payment Methods

You authorize Awditify (or our third-party payment processor) to charge your designated payment method for all Fees due. You are responsible for providing valid and current payment information. If payment fails, we may suspend access to the Service after providing notice and a reasonable cure period of not less than seven (7) days.

4.4 Price Changes

Awditify reserves the right to change its Fees upon thirty (30) days' prior written notice (which may be provided via email or in-app notification). Price changes will take effect at the start of the next billing cycle following the notice period. If you do not agree to a price change, you may cancel your Subscription before the change takes effect.

4.5 Taxes

All Fees are exclusive of applicable taxes. You are responsible for all sales, use, value-added, and similar taxes, except for taxes based on Awditify's net income. Awditify will charge applicable Canadian sales taxes (GST/HST) based on your billing address.

5. Free Trial

Awditify may offer a free trial period at its discretion. During the trial, you will have access to the features specified for the applicable plan. At the end of the trial period: (a) if you have provided valid payment information, your Account will automatically convert to a paid Subscription; (b) if you have not provided payment information, your Account will be downgraded or suspended. No credit card is required to begin a free trial unless otherwise specified. Awditify reserves the right to modify or terminate the free trial offer at any time.

6. Customer Data

6.1 Ownership

As between you and Awditify, you retain all right, title, and interest in and to your Customer Data. Awditify does not claim any ownership rights in your Customer Data.

6.2 License Grant to Awditify

You grant Awditify a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, display, and process your Customer Data solely for the purposes of: (a) providing, maintaining, and improving the Service; (b) providing technical support; and (c) as otherwise permitted by this Agreement or with your consent.

6.3 Data Portability

You may export your Customer Data at any time through the Service's export functionality. Upon termination or expiration of your Subscription, you will have thirty (30) days to export your Customer Data. After this period, Awditify may delete your Customer Data in accordance with our data retention policies, subject to legal retention requirements.

6.4 Data Accuracy

You are solely responsible for the accuracy, quality, and legality of your Customer Data. Awditify is not responsible for any decisions you make based on data processed through the Service. The Service does not constitute tax, legal, or financial advice.

6.5 Data Protection

Awditify implements and maintains administrative, technical, and physical safeguards designed to protect Customer Data in accordance with our Privacy Policy and applicable Canadian privacy legislation, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and the Alberta Personal Information Protection Act (PIPA).

7. Acceptable Use Policy

You agree not to, and will not permit any Authorized User or third party to:

Use the Service for any unlawful, fraudulent, or malicious purpose, or in violation of any applicable law or regulation
Upload, transmit, or store any malicious code, viruses, worms, Trojan horses, or other harmful software
Attempt to gain unauthorized access to the Service, other customers' Accounts, or Awditify's systems or networks
Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service
Modify, adapt, translate, or create derivative works based on the Service
Copy, frame, or mirror any part of the Service (other than permitted printing or downloading of Documentation)
Resell, sublicense, redistribute, rent, lease, or otherwise make the Service available to any third party without Awditify's prior written consent
Use the Service to store or transmit content that infringes any third party's Intellectual Property Rights
Interfere with or disrupt the integrity or performance of the Service or the data contained therein
Use any automated means (e.g., robots, scrapers, spiders) to access the Service except through our published API
Send unsolicited communications, including spam or bulk messages, through the Service
Use the Service to process, store, or transmit any information subject to export control restrictions

Awditify reserves the right to investigate and take appropriate action (including suspension or termination) against anyone who violates this Acceptable Use Policy.

8. Intellectual Property

8.1 Awditify's IP

The Service, including all software, algorithms, user interfaces, designs, text, graphics, logos, icons, images, audio clips, data compilations, APIs, Documentation, and all underlying technology and Intellectual Property Rights therein, is the exclusive property of Awditify Technologies Inc. and is protected under Canadian and international copyright, trade-mark, patent, trade secret, and other intellectual property or proprietary rights laws.

8.2 Limited License

Subject to your compliance with these Terms, Awditify grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the term of your Subscription for your internal business purposes only.

8.3 Trade-marks

"Awditify," the Awditify logo, and other product or service names, logos, and marks used in connection with the Service are trade-marks or registered trade-marks of Awditify Technologies Inc. You may not use any of our trade-marks without prior written consent.

8.4 Feedback

If you provide Awditify with any suggestions, feedback, ideas, or improvements ("Feedback"), you grant Awditify an irrevocable, perpetual, worldwide, royalty-free license to use, modify, and incorporate the Feedback without obligation to you.

9. Third-Party Services and Integrations

The Service may integrate with or provide links to Third-Party Services. Your use of any Third-Party Service is subject to that third party's own terms and privacy policies. Awditify does not control, endorse, or assume responsibility for any Third-Party Service. You acknowledge that Awditify is not responsible or liable for any loss or damage caused by your use of or reliance on any Third-Party Service.

10. Service Availability, Support, and SLA

10.1 Availability

Awditify will use commercially reasonable efforts to make the Service available 99.9% of the time, measured on a monthly basis, excluding: (a) scheduled maintenance performed during off-peak hours with at least 24 hours' advance notice; (b) force majeure events; and (c) actions or inactions of you or your Authorized Users.

10.2 Support

Awditify provides customer support via email and in-app messaging during regular business hours (9:00 AM – 5:00 PM Mountain Time, Monday through Friday, excluding Alberta statutory holidays). Enterprise plan customers may receive additional support options as specified in their Subscription.

10.3 Maintenance

We may perform scheduled and emergency maintenance on the Service. We will endeavour to provide advance notice of scheduled maintenance. Emergency maintenance may be performed without notice when required to protect the Service, Customer Data, or our infrastructure.

11. Confidentiality

11.1 Obligations

Each party agrees to: (a) protect the other party's Confidential Information using the same degree of care it uses to protect its own Confidential Information, but in no event less than reasonable care; and (b) not use the other party's Confidential Information except as permitted by this Agreement.

11.2 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the Confidential Information; or (d) is received from a third party without restriction on disclosure.

11.3 Required Disclosure

A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the disclosing party gives reasonable prior notice (where permitted) and cooperates with any efforts to obtain protective treatment.

12. Warranties and Disclaimers

12.1 Mutual Warranties

Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; and (b) it will comply with all applicable laws in its performance under this Agreement.

12.2 Awditify Warranty

Awditify warrants that: (a) the Service will perform materially in accordance with the applicable Documentation; and (b) Awditify will not materially decrease the overall functionality of the Service during your Subscription term.

12.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AWDITIFY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

AWDITIFY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL ERRORS WILL BE CORRECTED.

12.4 No Professional Advice

The Service is a bookkeeping and accounting tool and does not provide tax, legal, or financial advice. You should consult with qualified professionals regarding your specific circumstances. Awditify is not responsible for any tax filings, financial decisions, or compliance obligations based on your use of the Service.

13. Limitation of Liability

13.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability

EXCEPT FOR OBLIGATIONS ARISING UNDER SECTIONS 7 (ACCEPTABLE USE) AND 14 (INDEMNIFICATION), EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO AWDITIFY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Basis of the Bargain

The limitations and exclusions in this Section 13 reflect the allocation of risk between the parties and are an essential element of the basis of the bargain between the parties. The Service would not be provided at the stated Fees without these limitations.

14. Indemnification

14.1 By Customer

You agree to defend, indemnify, and hold harmless Awditify, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Service in violation of these Terms; (b) your Customer Data; (c) your violation of any applicable law or regulation; or (d) any dispute between you and a third party relating to the Service.

14.2 By Awditify

Awditify will defend, indemnify, and hold harmless Customer from and against any third-party claim that Customer's use of the Service in accordance with this Agreement infringes any Canadian patent, copyright, or trade-mark of such third party, and will pay any damages finally awarded or settlement amounts agreed to, provided that Customer: (a) promptly notifies Awditify in writing of the claim; (b) grants Awditify sole control of the defense and settlement; and (c) provides reasonable cooperation.

15. Term, Termination, and Suspension

15.1 Term

This Agreement commences on the Effective Date and continues until terminated in accordance with this Section.

15.2 Termination by Customer

You may terminate your Subscription at any time by cancelling through your Account settings or by contacting us at support@awditify.com. Termination will take effect at the end of your current billing period. You will not receive a refund for any unused portion of a prepaid Subscription, except as required by applicable law.

15.3 Termination by Awditify

Awditify may terminate or suspend your Account and access to the Service if: (a) you breach any provision of these Terms and fail to cure such breach within fifteen (15) days of receiving written notice; (b) your Account is overdue for payment for more than thirty (30) days; (c) you become insolvent, make an assignment for the benefit of creditors, or become subject to bankruptcy proceedings; or (d) continued provision of the Service to you would violate applicable law.

15.4 Effect of Termination

Upon termination or expiration: (a) all licenses granted hereunder shall immediately terminate; (b) you will have thirty (30) days to export your Customer Data; (c) Awditify may delete your Customer Data after the export period, subject to legal retention requirements; and (d) Sections 1, 6.1, 8, 11, 12.3, 13, 14, 16, 17, and 18 shall survive termination.

15.5 Suspension

Awditify may immediately suspend your access to the Service if: (a) we reasonably believe your Account has been compromised; (b) your use of the Service poses a security risk to the Service or other customers; (c) your use may subject Awditify to liability; or (d) your Account is overdue for payment. We will provide notice of any suspension as soon as reasonably practicable.

16. Governing Law and Dispute Resolution

16.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

16.2 Jurisdiction

Subject to Section 16.3, each party irrevocably submits to the exclusive jurisdiction of the courts of the Province of Alberta, sitting in the City of Calgary, for the adjudication of any disputes arising out of or relating to this Agreement.

16.3 Alternative Dispute Resolution

Before initiating any legal proceeding, the parties agree to attempt in good faith to resolve any dispute through informal negotiation for a period of not less than thirty (30) days. If the dispute remains unresolved, either party may initiate mediation administered by the ADR Institute of Alberta. If mediation does not resolve the dispute within sixty (60) days, either party may proceed with litigation as provided in Section 16.2.

17. General Provisions

17.1 Entire Agreement

This Agreement, together with the Privacy Policy and any order forms or plan selections, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral.

17.2 Amendments

Awditify may update these Terms from time to time. We will provide at least thirty (30) days' prior notice of material changes by email or in-app notification. Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance. If you do not agree to the revised Terms, you must stop using the Service and terminate your Subscription before the changes take effect.

17.3 Assignment

You may not assign or transfer this Agreement or any of your rights or obligations hereunder without Awditify's prior written consent. Awditify may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets upon notice to you.

17.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

17.5 Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. A waiver of any right shall be effective only if made in writing and signed by the waiving party.

17.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, acts of government, pandemic, epidemic, war, terrorism, labour disputes, Internet disruptions, or failure of third-party services. The affected party shall provide prompt notice and use commercially reasonable efforts to mitigate the impact.

17.7 Notices

All notices under this Agreement shall be in writing. Notices to Awditify shall be sent to legal@awditify.com. Notices to you will be sent to the email address associated with your Account. Notices are deemed received on the date sent if delivered by email.

17.8 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement creates any third-party beneficiary rights.

17.9 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship between the parties.

17.10 Electronic Agreement

You agree that this Agreement and any notices or other communications may be provided to you electronically, and you consent to receiving such communications in electronic form. Electronic agreements and notices have the same legal effect as paper-based documents.

18. Contact Information

If you have any questions about these Terms of Service, please contact us:

Awditify Technologies Inc.
Legal Department
Email: legal@awditify.com
Alberta, Canada

This Agreement was last revised on February 14, 2026.