Effective Date: 2026-05-08 Last Updated: 2026-05-08

These Terms of Service (the "Terms") form a binding agreement between Stoney Technologies Ltd ("Stoney Technologies Ltd", "we", "us", or "our") and the entity identified in the applicable Order Form or that accepts these Terms (the "Customer", "you", or "your"). These Terms govern Customer's access to and use of the SafetySphere platform and related services (collectively, the "Service").

By accessing or using the Service, signing an Order Form that references these Terms, or clicking to accept these Terms, the Customer agrees to be bound by them. If the individual accepting these Terms is doing so on behalf of an organization, that individual represents and warrants that they have authority to bind that organization, and "Customer" refers to that organization.

The Service is intended for businesses only and is not directed to consumers.

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1. Definitions

• "Affiliate" means an entity that controls, is controlled by, or is under common control with a party.
• "Authorized User" means an individual employee, contractor, or agent of Customer (or its Affiliates) whom Customer authorizes to use the Service through an account.
• "Customer Data" means data, content, and information uploaded, submitted, or generated by Customer or its Authorized Users through the Service, including health & safety records, incident reports, risk assessments, permits, audit findings, and training records.
• "Documentation" means the user guides and technical documentation we make generally available for the Service.
• "Fees" means the amounts payable for the Service as set out in the Order Form.
• "Order Form" means an ordering document (online or signed) that references these Terms and specifies the subscription plan, term, and Fees.
• "Subscription Term" means the period set out in the Order Form during which Customer is licensed to use the Service.

2. The Service

2.1 License grant

Subject to these Terms and payment of Fees, Stoney Technologies Ltd grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to access and use the Service for Customer's internal business purposes, in accordance with the Documentation and any usage limits set out in the Order Form.

2.2 Authorized Users

Customer may permit its Authorized Users to use the Service. Customer is responsible for: (a) the acts and omissions of its Authorized Users; (b) ensuring Authorized Users comply with these Terms; (c) keeping account credentials confidential; and (d) promptly notifying us of any unauthorized use.

2.3 Restrictions

Customer shall not, and shall not permit any Authorized User or third party to: (a) sell, resell, license, sublicense, distribute, or rent the Service; (b) reverse engineer, decompile, or attempt to discover the source code of the Service, except to the extent such restriction is prohibited by applicable law; (c) modify or create derivative works of the Service; (d) use the Service to build a competing product or to benchmark for a competing product; (e) circumvent any usage limits or security controls; (f) use the Service in violation of any applicable law or our Acceptable Use Policy; or (g) introduce malicious code into the Service.

2.4 Service updates

We may update, modify, or enhance the Service from time to time. We will not materially reduce the core functionality of the Service during a paid Subscription Term without reasonable notice.

3. Customer Data and Customer responsibilities

3.1 Ownership of Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Stoney Technologies Ltd a worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to provide the Service, prevent or address service or technical problems, comply with law, and as expressly permitted by Customer.

3.2 Customer responsibility for Customer Data

Customer is solely responsible for: (a) the accuracy, quality, legality, and appropriateness of Customer Data; (b) obtaining all necessary rights and consents to upload Customer Data and permit our processing of it; and (c) determining whether the Service is appropriate for Customer's intended use.

3.3 Personal information

The processing of Personal Information (as defined in the Data Processing Agreement) within Customer Data is governed by our Data Processing Agreement (DPA), which is incorporated by reference into these Terms.

3.4 Sensitive data

Customer agrees not to upload to the Service any: (a) government-issued identification numbers (other than basic employee identifiers); (b) financial account numbers; (c) protected health information subject to HIPAA, unless a separate Business Associate Agreement is in place; or (d) other categories of data that we identify as restricted in the Documentation.

3.5 Acceptable Use

Customer's use of the Service is subject to our Acceptable Use Policy, incorporated by reference.

4. Fees and payment

4.1 Fees

Customer shall pay all Fees as set out in the Order Form. Unless otherwise stated, Fees are quoted in CAD and are exclusive of taxes.

4.2 Invoicing and payment

Fees are invoiced in advance per the billing frequency in the Order Form. Payment is due within thirty (30) days of the invoice date unless otherwise specified. Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4.3 Taxes

Fees are exclusive of all sales, use, GST/HST, PST, VAT, withholding, and similar taxes. Customer is responsible for all such taxes other than taxes on Stoney Technologies Ltd's net income.

4.4 Suspension for non-payment

If Customer fails to pay undisputed Fees when due and does not cure within ten (10) business days of written notice, we may suspend the Service until payment is made.

4.5 Disputed amounts

Customer must notify us in writing of any good-faith billing dispute within thirty (30) days of the invoice date or waive the right to dispute it.

5. Term, renewal, and termination

5.1 Term

These Terms commence on the Effective Date and continue for the Subscription Term set out in the Order Form.

5.2 Renewal

Unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term, the subscription will automatically renew for successive periods equal to the initial Subscription Term, at our then-current rates.

5.3 Termination for cause

Either party may terminate these Terms (and any active Order Forms) for cause if the other party: (a) materially breaches these Terms and fails to cure the breach within thirty (30) days of written notice; or (b) becomes the subject of insolvency, bankruptcy, or similar proceedings.

5.4 Effect of termination

Upon termination or expiration: (a) Customer's right to access the Service ends; (b) Customer remains liable for Fees accrued through the effective date of termination; and (c) Customer may, for thirty (30) days following termination, request export of Customer Data in a commonly used machine-readable format. After that period, we may delete Customer Data in the ordinary course, subject to backup retention and legal retention obligations.

5.5 Survival

Sections that by their nature should survive (including ownership, confidentiality, payment, disclaimers, limitations of liability, indemnification, and general terms) survive termination.

6. Confidentiality

Each party (the "Receiving Party") shall protect the other party's (the "Disclosing Party") Confidential Information using the same degree of care it uses for its own confidential information, and not less than reasonable care. The Receiving Party shall use Confidential Information only to exercise rights and perform obligations under these Terms, and shall limit access to those who need to know and are bound by confidentiality obligations no less protective. "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential. Customer Data is Confidential Information of Customer.

Confidential Information does not include information that: (a) is or becomes publicly known without breach; (b) was known prior to disclosure without obligation of confidentiality; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information.

The Receiving Party may disclose Confidential Information if required by law, provided it gives prompt notice (where legally permitted) and reasonable cooperation to seek a protective order.

7. Intellectual property

7.1 Our IP

We and our licensors own all right, title, and interest in and to the Service, the Documentation, and all related intellectual property. No rights are granted other than those expressly set out in these Terms.

7.2 Feedback

If Customer provides suggestions, ideas, or feedback about the Service, Customer grants us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction.

7.3 Aggregated data

We may collect, use, and disclose aggregated and de-identified data derived from the operation of the Service for purposes such as service improvement, analytics, and benchmarking, provided that such data does not identify Customer, Authorized Users, or any individual.

8. Warranties and disclaimers

8.1 Mutual warranties

Each party represents and warrants that it has the legal authority to enter into these Terms.

8.2 Service warranty

We warrant that the Service will perform materially in accordance with the Documentation during the Subscription Term. As Customer's exclusive remedy for breach of this warranty, we will use commercially reasonable efforts to correct the non-conformity. If we cannot do so within a reasonable period, Customer may terminate the affected Order Form and receive a pro-rata refund of pre-paid, unused Fees.

8.3 H&S DISCLAIMER — IMPORTANT

THE SERVICE IS A SOFTWARE TOOL TO ASSIST CUSTOMERS IN MANAGING WORKPLACE HEALTH AND SAFETY ACTIVITIES. IT IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT, REGULATORY EXPERTISE, OR THE INDEPENDENT DUTIES IMPOSED ON CUSTOMER UNDER OCCUPATIONAL HEALTH AND SAFETY LAWS. CUSTOMER REMAINS SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE H&S LAWS AND REGULATIONS, FOR DECISIONS RELATING TO WORKER SAFETY, AND FOR THE ACCURACY OF DATA ENTERED INTO THE SERVICE. SEE OUR SERVICE DISCLAIMER FOR FURTHER DETAIL.

8.4 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, Stoney Technologies Ltd DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL DETECT OR PREVENT ALL HAZARDS, INCIDENTS, OR REGULATORY NON-COMPLIANCE.

9. Limitation of liability

9.1 Exclusion of damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability cap

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Exceptions

The limitations in Sections 9.1 and 9.2 do not apply to: (a) Customer's payment obligations; (b) either party's indemnification obligations under Section 10; (c) breach of confidentiality (other than relating to Customer Data, which is governed by the cap); (d) a party's gross negligence, wilful misconduct, or fraud; or (e) liability that cannot be limited by applicable law.

9.4 Basis of bargain

The parties acknowledge that the limitations in this Section 9 are an essential element of the bargain and that the Fees reflect this allocation of risk.

10. Indemnification

10.1 By Stoney Technologies Ltd

We will defend Customer from third-party claims alleging that the Service, as provided by us and used in accordance with these Terms, infringes a valid Canadian or US patent, copyright, or trademark, and will pay damages and reasonable legal fees finally awarded by a court or paid in settlement approved by us. Our obligations do not apply to claims arising from: (a) Customer Data; (b) modifications to the Service not made by us; (c) combination of the Service with products or services not provided by us; or (d) use of the Service in violation of these Terms.

If a claim under this section arises or is reasonably likely, we may, at our option: (i) procure the right for Customer to continue using the Service; (ii) modify the Service to be non-infringing; or (iii) terminate the affected Order Form and refund a pro-rata portion of pre-paid, unused Fees. This Section 10.1 states our entire liability and Customer's exclusive remedy for infringement claims.

10.2 By Customer

Customer will defend Stoney Technologies Ltd from third-party claims arising from: (a) Customer Data, including claims that Customer Data infringes intellectual property rights or violates law; (b) Customer's or its Authorized Users' use of the Service in violation of these Terms or applicable law; or (c) any incident, injury, regulatory action, or H&S compliance failure relating to Customer's operations.

10.3 Indemnification process

The party seeking indemnification shall: (a) promptly notify the indemnifying party in writing; (b) give the indemnifying party sole control of the defence and settlement (provided no settlement may impose obligations on the indemnified party without consent); and (c) cooperate at the indemnifying party's expense.

11. Privacy and security

We will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data, as further described in our DPA and our Privacy Policy, each incorporated by reference.

12. Service Level

If a Service Level Agreement (SLA) is referenced in the Order Form, it forms part of these Terms. In the absence of an SLA, we use commercially reasonable efforts to maintain Service availability, but make no specific uptime commitment.

13. General

13.1 Governing law

These Terms are governed by 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.

13.2 Dispute resolution; venue

Subject to either party's right to seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information, the parties submit to the exclusive jurisdiction of the courts located in Calgary, Alberta for any dispute arising under these Terms.

13.3 Notices

Notices to Customer may be sent to the email associated with Customer's account. Notices to Stoney Technologies Ltd must be sent to info@stoneytechnologies.com with a copy by mail to 2044 South Creek Drive, Stony Plain, Alberta, marked "Attention: Legal."

13.4 Modifications to these Terms

We may update these Terms from time to time. For material changes, we will provide at least thirty (30) days' advance notice (by email or in-product notice). Continued use of the Service after the effective date constitutes acceptance.

13.5 Assignment

Neither party may assign these Terms without the other's prior written consent, except that either party may assign without consent to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations.

13.6 Force majeure

Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labour disputes, government action, internet or telecommunications failures, or pandemic.

13.7 Independent contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

13.8 No third-party beneficiaries

These Terms do not confer rights on any third party other than the parties' respective Affiliates and successors.

13.9 Severability; waiver

If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable. A waiver must be in writing and is not a continuing waiver.

13.10 Export and trade controls

Customer represents that it is not located in, and will not use the Service in or for the benefit of, any country or person subject to applicable Canadian or US sanctions or export controls.

13.11 US public sector

If Customer is a US federal government entity, the Service is "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212 and DFARS 227.7202, and is licensed to the US Government with only those rights set out in these Terms.

13.12 Entire agreement

These Terms, together with the Order Form, the DPA, the Privacy Policy, the Acceptable Use Policy, the Service Disclaimer, the Cookie Policy, and any SLA, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter. In the event of a conflict, the order of precedence is: (1) Order Form, (2) DPA, (3) these Terms, (4) other policies referenced.

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Contact

Stoney Technologies Ltd 2044 South Creek Drive, Stony Plain, Alberta General: info@stoneytechnologies.com Legal notices: info@stoneytechnologies.com

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Version: 1.0 — 2026-05-08