Boast Customer Agreement

BY SIGNING OR ACCEPTING THIS AGREEMENT, AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY USING OR ACCESSING ANY OF THE SERVICES OR THE PLATFORM, INCLUDING ANY PORTION OF IT, YOU UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, TO THE EXTENT APPLICABLE, ON BEHALF OF YOURSELF AS A USER AND/OR, AS THE CASE MAY BE, ON BEHALF OF THE ORGANIZATION YOU REPRESENT AS IDENTIFIED IN AN APPLICABLE ORDER FORM (“CUSTOMER”), UNLESS YOU HAVE AN EXPRESSLY SUPERSEDING WRITTEN AGREEMENT WITH BOAST.

The terms of this Agreement are a binding contract entered into by and between you and Boast. If you do not agree to this Agreement, you are not authorized to access the Services or the Platform. Collectively, you and Boast are each a “Party” and together are the “Parties”. “you” or ”your” means, as the case may be, the User and/or Customer. Capitalized terms in this Agreement have the meanings given in Appendix A (Definitions) below.

If you are a competitor of Boast, or if you offer or intend to offer products or services substantially similar to the Services, you are prohibited from accessing the Services without Boast’s prior written express consent. Further, you may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

  1. Services
    1. Provision of Services. Subject to your compliance with this Agreement, including any of Customer’s payment obligation, and only during the applicable Order Term, Boast grants Customer and User a non-exclusive, non-transferable (except as authorized under this Agreement), non-sublicensable, revocable right to access and use the Platform solely for Customer’s internal business purposes, within the usage limits specified in this Agreement and in each applicable Order Form.
    2. Authorized Users. The Services may only be accessed and used by Customer’s authorized employees and independent contractors (“Users”) who are in majority of age and able to consent to this Agreement. The log-in credentials for each User are for a single individual only and cannot be shared or used by more than one person. Customer is responsible for all actions taken using Customer’ or User’s credentials, account or passwords, and for any activity occurring in its account (other than activity that Boast is directly responsible for and is not performed in accordance with this Agreement and without Customer’s instruction), whether or not Customer authorized that access and activity. You agree to immediately notify Boast of any suspected or actual unauthorized use of the Services of which you become aware. Customer shall implement all necessary physical, organizational, and technical measures to (1) securely manage credentials and prevent unauthorized access to the Platform, and (2) control the type and use of Customer Data, including its processing by the Services. Boast will not be liable for any Security Incident resulting from Customer’ or User’s failure to adequately protect credentials.
    3. Restrictions of Use. As a condition to use the Services, including the Platform, you, on behalf of yourself if a User, or on behalf of Customer and Users if a Customer, agree not to (1) copy, duplicate, disassemble, modify, alter, decompile, decrypt, decode or reverse engineer the Services (including the business practices, source code, object code and underlying structure and algorithms thereof), (2) resell or otherwise make the Services available to any third party that is not a User, (3) use the Services either directly or indirectly to support any activity that is illegal or that violates the proprietary rights of others, (4) interfere with or disrupt the Services or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Services), (5) inject, load, store, distribute or transmit any Malicious Code, (6) conduct or promote any activity that could be deemed unlawful or is prohibited by this Agreement, policies or notices, (7) use the Services to stalk, harass, threaten or harm another individual or entity, (8) impersonate any person or entity, or otherwise misrepresent its affiliation with a person or entity, (9) harvest or otherwise collect personal, confidential or sensitive information without proper authorization, (10) deactivate, impair, or circumvent any security or authentication measures of the Services, (11) use the Services or their outputs to train, calibrate, or validate, in whole or in part any other systems, programs or platforms, including artificial intelligence training, or for benchmarking, software-development, or other competitive purposes, (12) publicly and detrimentally disseminate information regarding the performance of the Services, or (13) permit, allow or encourage any third parties to do any of the above. You understand and agree that any breach of this provision may result in irreparable harm to Boast, and that the above restrictions are material to this Agreement. Your failure to comply with any of them, in Boast’s reasonable discretionary opinion, will constitute sufficient cause for temporary or permanent restriction, suspension or termination of this Agreement and related Order Forms.
    4. Compliance With Laws.When providing or using the Services, the Parties shall comply with all applicable laws, including applicable privacy, labour, anti-modern slavery, anti-bribery, anti-money laundering and anti-corruption laws. Customer is also responsible for obtaining any consent required by applicable laws from its Users or to have a legitimate interest to allow Users to use the Services and to allow Boast to provide the Services in accordance with this Agreement.
  2. Boast’s Responsibilities
    1. Best Effort. Customer cannot rely on the Services to uncover errors or irregularities in the underlying information incorporated in the tax return, should any exist. However, Boast will use its best effort to inform Customer if any such errors or irregularities come to Boast’s attention. Boast cannot guarantee that the Tax Authorities will accept any or all Customer’s identified activities as qualifying activities, or that they will approve any or all Customer’s claimed expenditures as qualifying expenditures. Boast cannot guarantee that it will identify all qualifying activities, expenditures or any eligible Claim or Tax Program. However, the Claims and Deliverables will be prepared based on Boast’s professional judgment and software tooling in order to optimize the likelihood that the identified activities constitute qualifying activities and that all the appropriate costs relating to those activities have been identified.
    2. Availability of Platform. If access to the Platform is part of the Services subscribed under an Oder Form, Boast will use commercially reasonable efforts to make the Platform available to Customer and User. Boast does not guarantee 24×7 availability of the Platform, or any part of it. The Platform will be unavailable during (1) downtime, updates or maintenance, and (2) unavailability caused by circumstances beyond Boast’s reasonable control. Boast may update any aspect of the Platform at any time in its sole discretion, provided, however, that such update will not result in a material diminution of the functionality of the Services. Boast may schedule downtime without prior notice, but, when possible, will use commercially reasonable efforts to provide advance notice to Customer or User.
  3. Customer’s Responsibilities
    1. Deliverables and Tax Programs. Even if Boast may assist Customer and its representatives to prepare Deliverables, Customer bears solely the responsibility for the content and submission of such Deliverables. Therefore, the appropriate member of Customer’s organization should review thoroughly and approve any Deliverable before submission to the Tax Authorities. Customer is also responsible and accountable for the filing of the required forms for its Tax return(s) to the Tax Authorities. As part of the Services, Boast may suggest Tax Programs that Customer may qualify for and wish to apply for, or participate in. Customer acknowledges and agrees that it is its sole discretionary decision, whether to apply for, or participate in, any such Tax Programs, and Customer is solely responsible for any impact its application for, or participation in, such Tax Programs may have on its business, employees, customers or partners. For greater clarity, you understand and agree that BOAST DOES NOT PROVIDE, AND THE SERVICES DO NOT CONSTITUTE, INVESTMENT, FINANCIAL, ACCOUNTING, TAX, LEGAL OR ANY SIMILAR ADVICE. Boast encourages Customer to consult with Customer’s own independent professional advisors for any such advice.
    2. Cooperation in Services. To maximize the efficiency of the Services, Customer is solely responsible, and Boast is not responsible, including if a Claim is rejected, partially or fully, for the following: (1) upon signup to the Platform, provide Boast with prompt access to Customer’s relevant Tax Authorities accounts, (2) give Boast complete and accurate information relevant to Customer’s Claims, and upon request, provide prompt access to Customer’s Tax Authorities portal for Boast’s review, (3) notify Boast within 5 working days of receiving any notices of assessment or reassessment from Tax Authorities, (4) collaborate with Boast to prepare Deliverables, (5) review and follow Boast’s recommendations and timelines in good faith to maximize Customer’s chances of success, (6) meet all filing requirements and deadlines, including filing complete Claim, (7) collaborate with Tax Authorities, providing timely access to requested information, (8) use Boast as the exclusive provider of the Services, and (9) any other responsibilities provided for in this Agreement or in the applicable Order Form. If a breach of these responsibilities from Customer results in unreasonable expenditures for Boast (e.g. Boast having to re-work a part of the Claims or the entire Claim as a result of Customer providing inaccurate instructions), Boast reserves its right, with prior notice to Customer, to charge supplemental fees, as detailed in the applicable Order Form.
    3. Notice of Assessment Notification. Unless otherwise provided for in the applicable Order Form, Customer shall notify Boast within 5 business days of receiving any and all relevant notices of assessment or reassessment from the Tax Authorities.
    4. Third-Party Systems. If Customer or User chooses to grant a Third-Party System any access to a User’s Platform account, Customer and User are solely responsible for that Third-Party System having access to Customer Data, and for any and all actions that such Third-Party System may take on behalf of a User’s Platform account. Such Third-Party Systems are not endorsed and may not have been reviewed by Boast. The use of any Third-Party Systems is subject to the terms applicable to Customer or User and provided by such Third-Party System.
    5. Customer Systems. Customer’ and User’s use or interaction with Customer Systems is entirely at their own risk. Boast does not control Customer Systems and is not responsible or liable for any loss or damage of any kind incurred by Customer or User or any third-party as a result of interactions or dealings with such Customer Systems. Customer acknowledges and agrees that some components of Customer Systems may be inherently risky, and Customer assumes responsibility for such use, including using unsecured or unencrypted methods. All Customer Data must be shared and uploaded through authorized secure channels.
    6. Good Standing With Tax Authorities. Boast will provide the Services relying on the fact that Customer is in good standing with the Tax Authorities, with no outstanding tax issues or penalties that could delay the processing of their Claims. Boast may require from Customer valid evidence of such good standing. Any delays or rejections of Claims due to Customer’s standing with the Tax Authorities are beyond Boast’s control and liability and does not affect payment obligation.
    7. Third-Party Referrals. Boast may, from time to time, provide Customer with references to third-party service providers, including for Tax Credits loan, that may be of interest to Customer. Customer is under no obligation to use any such referred services. Customer acknowledges and agrees that (1) Boast is not a party to any contract between Customer and any third party resulting from such referrals, (2) Boast does not provide support, maintenance or technical assistance for any third-party services, (3) Customer’s use of any third-party services is at Customer’s sole risk and discretion, (4) Customer is solely responsible for evaluating, selecting and managing its relationship with any third party, (5) Boast makes no representations or warranties regarding any third-party services, and (6) Boast may or may not receive referral fees or other compensation from third parties in connection with such referrals, which shall not affect the fees payable by Customer to Boast under this Agreement.
  4. Customer Data
    1. Ownership. As between Customer and Boast, Customer controls all right, title and interest in and to the Customer Data. Customer hereby grants to Boast and its affiliates a non-exclusive, worldwide, fully paid-up, royalty-free license (with the right to sublicense to Boast’ authorized service providers) to access, process, store, use, copy, modify, display, create derivative works based on, transmit, and distribute the Customer Data during the applicable Term, as necessary to provide, operate, maintain, update, improve, support or secure the Services, or for any compliance requirement.
    2. Responsibility. Customer is solely responsible for the content of the Customer Data, including how Customer collected the Customer Data. Customer represents and warrants that (1) it has, and will continue to have, during the Agreement Term, all necessary rights, authority, authorization, consent and/or licenses for the access to and use of the Customer Data as contemplated by this Agreement, (2) Customer Data does not infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights or violates any privacy rights of any third party (including any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity), (3) Customer Data is not false or misleading for the purpose of the Services, (4) Customer Data is not defamatory, obscene and does not violates or encourages any conduct that would violate any applicable law or regulation or would give rise to civil or criminal liability for Boast, and (5) Boast’s use of the Customer Data in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligation between you and any third party.
    3. Accuracy. For Boast to adequately provide the Services, Customer Data and any other information or instructions provided by Customer must be, and updated to remain, true, accurate, current and complete. Boast is not responsible for reviewing, validating or otherwise confirming the accuracy or completeness of Customer Data.
    4. Security. Customer Data will be protected by industry standard measures and procedures. Boast will improve its security measures and procedures from time to time to reflect process improvements and changing industry practices, provided that no such change will materially reduce the overall security of the Platform as of the Effective Date. Customer and User shall not, without Boast’s prior written consent (not to be unreasonably withheld) (1) conduct or authorize any security testing of the Platform, including penetration testing, vulnerability assessments, load testing, or performance testing, or (2) use any automated tools (including bots, scripts, or other software emulating human behavior) in connection with the Platform. In the event of any Security Incident, Boast will use its commercially reasonable efforts to restore Customer Data. Boast will not be responsible for any Security Incident caused by Customer or by any User or third party. Boast’s commercially reasonable efforts to restore lost or corrupted Customer Data pursuant to this Section will constitute Boast’s sole liability and Customer’s sole and exclusive remedy in the event of any loss or corruption of Customer Data in connection with the Services.
    5. Privacy. To the extent applicable under data protection laws, Customer Data will be processed by Boast in accordance with Boast’s standard DPA, and further information on how Boast processes personal information from data collected through its website and other means outside of the Services can also be found in the Privacy Policy.
    6. Restrictions. Without prior written explicit authorization from Boast, Customer and User shall not submit to the Platform or through the Services any (1) protected health information, including as regulated by the Health Insurance Portability and Accountability Act (as same can be amended), or (2) sensitive data, including, without limitation, “special categories” as defined under applicable privacy laws.
    7. Storage and Backup. Customer is solely responsible for backing up all Customer Data on Customer’s local system, including all original data, files and records that Customer submits to or receives from Boast. Boast is not responsible for Customer Data backups and does not promise that the Services perform regular data backups. Upon termination or expiration of this Agreement or the applicable Order Form, Boast may provide Customer with limited temporary access to the Platform solely for the purpose of retrieving its Customer Data. It is Customer’s responsibility to obtain its Customer Data before such expiration, and Boast shall have no obligation to store or maintain Customer Data and may permanently delete all such data. Any data extraction assistance or transition services requested by Customer shall be provided at Boast’s then-current reasonable rates and may be subject to a separate written agreement.
    8. Performance and Anonymized Data. Boast may collect, access, use, analyze and manipulate Performance Data, or Customer Data for the purpose of creating Anonymized Data, which does not constitute Customer Data, in accordance with applicable laws and regulations, for internal business purposes, including to provide, operate, maintain, secure, support, enhance, improve, develop or commercialize Boast products or services, including through model training.
    9. Access. Customer controls the access and permissions it decides to share with its Users of the Platform. It is Customer’ and User’s sole responsibility to ensure any Customer Data is shared with the appropriate User. Boast is not responsible for Customer Data, including personal, confidential or sensitive information, being shared with inappropriate User, either voluntarily or involuntarily.
  5. Claim Fees
    1. Claim Fees. In consideration for the Services, the fees and charges for the use of the Services with respect to each Claim for each taxation year (“Claim Fees”) and the specific payment terms are further specified in the applicable Order Form. Any additional services requested by Customer and not covered by the standard Services and the Claim Fees may incur supplemental fees. Only if applicable, these supplemental fees will be detailed in the Order Form.
    2. Invoicing. All invoices are payable upon receipt. Accounts unpaid 30 days after the invoice date will bear interest at 15% per annum, or the maximum amount permitted by law, calculated and compounded monthly. Additionally, Customer agrees to pay or reimburse any costs (including reasonable attorney’s fees, collection agencies’ fees and court costs) Boast incurs to collect overdue payments from Customer.
    3. Taxes. All fees are exclusive of any sales, use, GST, value-added, property, duties, tariffs, withholding, and other similar taxes and levies (“Taxes”) that may apply to Customer. Customer is responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made to Boast, other than any Taxes based on Boast’s net income. To the extent only where Customer is required to withhold Taxes from payment to Boast in certain jurisdictions, Customer must provide valid documentation it receives from the taxing authority in such jurisdictions confirming remittance of withholding. This documentation must be provided at the time of payment of the applicable invoice to Boast. If Customer claims exemption from any Taxes under this Agreement, Customer must provide Boast with a valid Tax exemption certificate, Tax ID or relevant information before signing the Order Form, and after receipt of valid evidence of exemption, Boast will not include applicable Taxes on the relevant invoice.
    4. Non-Refundable. Unless otherwise provided in this Agreement, Claim Fees are non-refundable and are owed for the value and work provided by Boast, regardless of any decision to change Customer business or operating status. For greater clarity, notwithstanding any other provision of this Agreement, in no event will Customer have any right to a full or partial refund of any Claim Fees if Customer modifies without Boast’s approval or omits or otherwise fails to submit its Claim or any fileable Deliverables. If Customer misses a deadline, files incompletely or fails to provide Tax Authorities access to requested information, Customer remains obligated to pay Boast the full Claim Fees provided for in the applicable Order Form.
    5. AuditShield. Boast commits to provide commercially reasonable, to Boast’s sole discretion, support services during a Review to the extent it pertains to a Claim prepared in the Services under an Order Form for the most recently filed taxation period (“AuditShield”). AuditShield is included within the scope of Services and the Claim Fees and incurs no supplemental fees. AuditShield does not extend to any further action, investigation, notice of objection, including any further proceeding of any kind after the closing of the Review, for which if Customer requires Boast’s assistance, supplemental fees will be applicable as agreed in the applicable Order Form. For greater clarity, AuditShield support only covers for the time Boast’s team spends assisting you with the Review and does not cover for any additional cost or penalties whatsoever you may encumber as a result of the Review, including third-parties services, attorney or other professional’s fees, technological or any other fees. AuditShield’s scope covers only the part of the Review pertaining to Services rendered to Customer by Boast. Boast reserves its right to terminate or limit the AuditShield support, for reasonably commercial valid circumstances, including Customer not cooperating or requests going beyond the Services offered by Boast under the applicable Order Form.
    6. Claim Fees Adjustment. Boast provides a Claim Fees adjustment (“Adjustment”). In the event that the applicable Tax Authorities reduce or reject the Tax Credits in a Claim prepared under an Order Form, Boast will apply an Adjustment under the following terms:
      1. Claim Partial Acceptation. If the Tax Credits from a Claim are partially accepted by Tax Authorities, and where Claim Fees are calculated in a tier based on a percentage of the Tax Credits claimed, Boast will proportionately reduce its Claim Fees. The reduction in Claim Fees will be pro-rated proportionally to the percentage of reduction in the awarded Tax Credits.
      2. Claim Rejection. If the Claim is completely rejected by Tax Authorities, Boast will refund the entire Claim Fees paid by Customer to Boast for that specific rejected Claim.
      3. Adjustment Process. Boast will endeavor to process any refund due under this Adjustment within 60 days of the receival by Boast of the final determination of the Claim by the Tax Authorities.
      4. Applicability. This Adjustment applies for the statutory Review period following the filing of the Claim.
    7. Conditions. To be eligible for these Adjustments, Customer must have fully comply with the terms of the Agreement and the Order, including cooperating with Boast and Tax Authorities during the Claim preparation process and any subsequent Review. For greater clarity, if the Claim’s partial acceptation or rejection is related to Customer’s breach of any terms of this Agreement or the Order Form, Boast reserves its right to reject such Adjustment.
    8. Preliminary Estimate. Upon Customer signing up an Order Form, Boast may present to Customer, or Customer may request, a preliminary estimate of the Tax Credits Customer may be eligible for with a Claim. Any such estimates presented to Customer are non-binding, subject to revision at any time, and do not constitute any guarantee, promise, warranty or any similar representation. Notwithstanding anything to the contrary contained in such preliminary estimate, Customer understands that Boast does not ensure the preliminary estimate will materialize for Customer in any Tax Credit from Tax Authorities and is solely presented to Customer for convenience. Boast is not liable for any decision or any loss whatsoever relying, partially or fully, on such preliminary estimate. Such preliminary estimates do not affect the terms of this Agreement and the applicable Order Form.
    9. Payment Methods. Customer may pay for Services using the payment methods outlined in the invoicing process, which may include credit card, automated clearing house bank transfer (“ACH”), pre-authorized debit (“PAD”), or Interac e-Transfer. Certain payment methods may be subject to processing fees or surcharges, which will be disclosed in the Order Form, the invoicing process or at the time of transaction. Certain payment methods may not be available as determined by Boast in its sole discretion. For payments made via ACH or PAD, Customer authorizes Payment Processors to initiate electronic debit entries to Customer’s designated bank account. The specific terms of this authorization will be presented to by Customer at the time of payment method setup. This authorization will remain in full force and effect until revoked by Customer in accordance with the procedures set forth in the authorization.
    10. Payment Authorization and Processing. Boast utilizes third-party payment processors (“Payment Processors”) for payment processing and related services. To facilitate payments, Customer authorizes Boast to share payment information and related personal and financial data with these designated Payment Processors. By providing payment information to Boast or its designated Payment Processors, Customer authorizes Boast or Payment Processors to charge or debit Customer for Claim Fees and supplemental fees due under this Agreement and any Order Form. Customer acknowledges that the payment processing services are provided by third-party and are subject to the terms and availability of those third-party services. Boast is not a bank, payment institution or money services business and does not directly transmit funds. Boast shall not be liable for any service interruptions, processing errors, Security Incidents, or other failures of its Payment Processors. Customer’s sole recourse for any claims arising from the processing of a payment shall be with the designated Payment Processor. Customer represents and warrants that all payment information it provides is accurate, complete, and that it is an authorized user of the designated payment method. Customer is responsible for promptly updating its payment information in the event of any change. If a payment is rejected, returned, or fails due to insufficient funds, an invalid or closed account, or any other reason attributable to Customer (“Payment Failure“), Customer agrees to pay Boast, upon demand, any fees or penalties incurred by Boast from its Payment Processors as a result of the Payment Failure. Boast reserves the right to suspend the Services until fees resulting from a Payment Failure are paid in full. In addition to its rights for non-payment, Boast may, at its sole discretion, suspend Customer’s access to all or part of the Services if Customer initiates a chargeback, ACH return, or other payment dispute. Boast may maintain such suspension until the dispute is resolved to Boast’s reasonable satisfaction. Before initiating any chargeback or ACH return, in order to avoid excessive chargebacks, Customer agrees to first contact Boast’s support team to attempt to resolve the issue. Customer agrees to provide Boast with a reasonable period of time to investigate and address Customer’s concern.
  6. Term and Termination
    1. Agreement Term. This Agreement is effective as of the date of your acceptance of its terms (“Effective Date”) and will remain in effect until terminated in accordance with the terms of this Agreement (“Agreement Term”).
    2. Termination. Either Party may immediately terminate this Agreement, without cause, only If there is no Order Form currently in effect, upon written notice to the other Party. This Agreement will expire automatically if there is no Order Form in effect for a period of 1 year. Such termination or expiration shall not affect any rights or obligations that have accrued prior to the date of termination.
    3. Order Term and Renewal. The Order Term will be specified in each Order Form. Each Order Form will terminate upon expiration of the applicable Order Term. Upon expiry of the Order Term, Customer’s subscription to the Services will automatically renew for successive terms equal in duration to Customer’s then-current Order Term and at Boast’s applicable list price and Services in effect at the time of the applicable renewal, unless either Party submits a written termination notice to the other Party of its intention not to renew the Order Form, at least 90 days prior to the expiration of the then-current Order Term. If the Order Term provides for a fixed yearly pricing, at renewal the Parties will negotiate in good faith to determine the yearly pricing. If an Order Form specifies different renewal terms, those Order Form-specific renewal terms will govern and supersede the applicable part of this Section. Boast will endeavor to contact Customer before the expiry of an Order Term to discuss any changes, but failure to do so shall not impact any applicable automatic renewal. Customer authorizes Boast or its Payment Processors to automatically charge or debit Customer’s designated payment method on file at the then-current processing rates and Claim Fees for all renewal terms.
    4. Termination for Breach. Each Party may terminate this Agreement and the effective Order Form for cause (1) upon 30 days written notice to the other Party of a material breach of this Agreement or the Order Form, including failure to make any required payments when due, if such breach remains uncured at the expiration of such period, or (2) immediately if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relation to insolvency, receivership, liquidation or assignment for the benefit of creditors.
    5. Suspension. Without limiting other available remedies available under law, equity or this Agreement, and without incurring liability, Boast reserves the right to immediately, partially or fully, suspend, or otherwise restrict Customer’ and User’s access to the Services and the Platform, if Boast determines in good faith and at its sole discretion that (1) any amounts payable under this Agreement becomes more than 30 days past due, (2) Customer or any User has or may violate any provision of this Agreement, (3) Customer or any User’s use of the Services may disrupts, harms, or poses a security risk, to Boast, the Services, User, Customer or any third party, or (4) an emergency or Security Incident happened. Before taking such action, unless not advisable, permitted or in an emergency, Boast will endeavour to notify Customer and provide a reasonable opportunity to remedy the situation.
    6. Early Termination. In the event Customer wishes to terminate an Order Form in effect prior to the end of such Order Term, and only where the Order Form specifies a pre-determined termination compensation fee, Customer agrees to pay Boast such fees provided for in the Order Form (“Early Termination Fee”). The specific Early Termination Fee amount, if applicable, will be clearly stated in each Order Form. This amount takes into account, when applicable (1) any discount provided to Customer for agreeing to a multi-year Order Term, calculated as the difference between the discounted fee and the standard fee that would have applied without such discount, for the period of the Order Form that has been in effect, (2) the reasonable return Boast would have realized over the remainder of the Order Term, (3) Boast’s commitment of resources based on the agreed Order Term, and (4) the lost opportunity to engage with other customers. The Parties agree that the Early Termination Fee is not a penalty but rather is an amount of liquidated damages, being an amount the Parties reasonably believe represent the amount of loss or damages that would be incurred in the event of an early termination, or a lesser amount. The Early Termination Fee shall be due and payable within 30 days of the early termination date. In the event Boast wishes to terminate an Order Form in effect prior to the end of such Order Term, Boast will refund any unearned fees paid in advance by Customer. For greater clarity, such Early Termination Fee only applies if provided for in the applicable Order Form.
    7. Jurisdiction-specific (Quebec). Only if Customer’s contracting entity is located in the Province of Quebec, the Parties expressly agree that Article 2125 of the Civil Code of Quebec shall not apply to this Agreement. Accordingly, neither Party may unilaterally terminate this Agreement or any Order Form prior to the end of their term, except in accordance with the terms of this Agreement. Each Party confirms having read and understood the legal implications of this clause, and agrees to it freely, having had the opportunity to consult with legal counsel. For greater clarity, this provision only applies if Customer is, and does not apply if Customer is not, located in the Province of Quebec.
    8. Effect of Termination. Upon any expiration or termination of this Agreement, except as provided in this Agreement, Customer and all Users’ right to access and use the Services will automatically terminate. Except as provided in this Agreement or an Order Form, Parties will have no liability related to such Party’s exercise of its termination rights under this Agreement. For greater clarity, any payment obligations as of the expiration or termination will remain in effect.
    9. Survival. All provisions of this Agreement which by their nature should survive termination or expiration will survive termination or expiration, including accrued rights to payment, confidentiality obligations, proprietary rights, indemnification, warranty disclaimers, content licenses, restriction of use and limitations of liability. Except where an exclusive remedy may be specified in this Agreement, the exercise by either Party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
  7. Confidentiality
    1. Protection of Confidential Information. As between the Parties, each Party retains all ownership rights in and to its Confidential Information. During the Agreement Term and for 2 years thereafter, the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind, but not less than reasonable care. The Receiving Party further agrees to (1) not use any Confidential Information for any purpose outside the scope of this Agreement, and (2) except as otherwise authorized in writing by the Disclosing Party, limit access to Confidential Information to those of its and its affiliates’ directors, officers, employees, consultants, agents or advisors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective than those herein. For greater clarity, the confidentiality obligations set forth in this “Confidentiality” Section apply to Confidential Information exchanged between the Parties in connection with the discussions and evaluation of the Services, and any information exchanged in connection with a request for proposal. This “Confidentiality” Section supersedes and replaces any prior non-disclosure agreement signed between the Parties, as it relates to the Services contemplated in this Agreement, and such agreement shall have no further force or effect.
    2. Exclusions. Confidential Information does not include any information that (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (3) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (4) was independently developed without use of Confidential Information of the Disclosing Party by the Receiving Party. For greater clarity, Confidential Information does not include any information regarding the Tax treatment or Tax structure of any transaction.
    3. Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent compelled by a valid court order or subpoena or otherwise by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent legally permitted and advisable, and will provide reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the validity of the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost, including reasonable attorney’s fees, of compiling and providing secure access to that Confidential Information.
    4. Return or Destruction. Upon request following termination of this Agreement or an Order Form, the Receiving Party will promptly return to the Disclosing Party or destroy all copies of the Disclosing Party’s Confidential Information in its possession or control, except that the Receiving Party may retain a copy of the Disclosing Party’s Confidential Information for archival, audit, disaster recovery, compliance, legal and/or regulatory purposes or to monitor its compliance under this Agreement.
  8. Intellectual Property and Feedback
    1. Boast Intellectual Property. As between Boast and Customer or User, Boast and/or its licensors own all worldwide Intellectual Property Rights to the Services, the Platform, the Performance Data, the Anonymized Data and the Feedback. Except for any express limited rights set forth in this Agreement, no right, title or interest in any Boast Intellectual Property Right is granted to Customer, User or other third-parties.
    2. Customer Intellectual Property. As between Boast and Customer or User, Customer and/or its licensors own all worldwide Intellectual Property Rights to the Customer Data. Except for any express limited rights set forth in this Agreement, no right, title or interest in any Customer’ or User’s Intellectual Property Right is granted to Boast. Customer grants Boast a non-exclusive, royalty-free license to use Customer’s name and logo on Boast’s website and in marketing materials, for the sole purpose of identifying Customer as a client of Boast. Boast shall comply with any brand guidelines provided by Customer and shall, upon Customer’s request, promptly remove or modify any such use. Customer may revoke this authorization at any time by providing notice to Boast.
    3. Feedback. Feedback may be implemented by Boast in any manner, including future enhancements and modifications to the Services. To the extent applicable, Customer or User grants Boast an unlimited, worldwide, irrevocable, perpetual, sublicensable, transferable, fully paid-up, royalty-free right to use, distribute, disclose and incorporate any such Feedback for any purpose without any obligation or compensation to Customer, User or any third party, and irrevocably waives in favor of Boast all moral rights to the Feedback.
  9. Representations, Warranties and Disclaimers
    1. Mutual Representation. Each Party represents and warrants that they have the full legal authority to enter into this binding Agreement and that an authorized agent has executed this Agreement and any Order Form on their behalf.
    2. Performance Representations. Boast represents and warrants that, except as provided in this Agreement, (1) the Services will substantially conform to the applicable Order Form, (2) the functionality and security of the Platform will not materially decrease during the Order Term, (3) the Services will be performed in a professional and workmanlike manner, in substantial accordance with the applicable Order Form, and (4) it will use commercially reasonable efforts to ensure the Platform is free of Malicious Code (collectively, the “Performance Representations”). If Boast breaches a Performance Representation, Customer’s sole remedy is for Boast to correct the issue. If Boast fails to do so within a commercially reasonable timeframe, Customer may terminate the affected Order Form and receive a refund of prepaid, unused Claim Fees for the terminated portion of the Order Term, without incurring any Early Termination Fee. The Performance Representations will not apply if the error or non-conformance was caused by (i) Customer’ or User’s use or configuration of the Platform other than as recommended, (ii) modifications made to the Services by or on behalf of Customer or User, and (iii) any Customer Systems or their interoperability or compatibility with the Platform. The Performance Representations will only apply to the extent Customer provides written notice of a claim within 30 days after expiration of the applicable Order Form.
    3. Disclaimer. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, OR EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND PLATFORM ARE PROVIDED AS “AS IS” AND “AS AVAILABLE”, WITH ALL DEFECTS AND ERRORS, IF ANY. BOAST MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. BOAST DOES NOT WARRANT THAT CUSTOMER’ OR USERS USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, DEFECT-FREE, ERROR-FREE, AI CONTENT HALLUCINATION-FREE, VIRUS FREE OR FREE OF OTHER HARMFUL COMPONENTS OR MALICIOUS CODE, THAT ALL DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT WILL NOT BE SUBJECT TO A SECURITY INCIDENT, INCLUDING UNAUTHORIZED USE OR DISCLOSURE. BOAST IS NOT LIABLE FOR DELAYS, FAILURES OR PROBLEMS INHERENT IN THE USE OF INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER THIRD-PARTY SYSTEMS OR CUSTOMER SYSTEMS OUTSIDE BOAST’S CONTROL. BOAST DOES NOT CONTROL NOR WARRANT THAT IT WILL REVIEW CUSTOMER DATA FOR LEGALITY, INTEGRITY, ACCURACY, QUALITY, USEFULNESS OR RELIABILITY. CUSTOMER ASSUMES SOLE RESPONSIBILITY, LIABILITY AND CONSEQUENCES FOR RESULTS OBTAINED FROM THE USE OF THE SERVICES AND FOR CONCLUSIONS, DECISIONS OR IMPLEMENTATIONS BASED ON SUCH INFORMATION. BOAST WILL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES OR DAMAGES CAUSED BY ERRORS OR OMISSIONS IN ANY CUSTOMER DATA OR ANY RESULTS PRODUCED BY THE SERVICES BASED UPON CUSTOMER DATA. NO RECOMMENDATION OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BOAST OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
  10. Limitation of Liability
    1. Exclusions. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY OR THEIR AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, TO ANY ORDER FORM OR TO THE USE OR PERFORMANCE OF THE SERVICES, FOR ANY LOST PROFITS, REVENUES, GOODWILL, BUSINESS, DATA, OR USE, THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, REPUTATIONAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER OR NOT FORESEEABLE, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
    2. Limitations. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW OR EXCEPT SECTION 11 (INDEMNIFICATION) OF THIS AGREEMENT, IN NO EVENT SHALL THE AGGREGATE, CUMULATIVE PROVEN DIRECT LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY ORDER FORM OR THE SERVICES, EXCEED THE TOTAL AMOUNT PAID, LESS ANY REIMBURSEMENT, BY CUSTOMER TO BOAST FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE FIRST EVENT OUT OF WHICH THE LIABILITY AROSE, OR ONE HUNDRED DOLLARS IN CASE OF A USER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THIS LIMIT. THE FOREGOING LIMITATION WILL APPLY WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS FOR SERVICES UNDER THIS AGREEMENT. PARTIES UNDERSTAND AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SERVICE CLAIM FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF BOAST WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. BOAST HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE THE RIGHTS TO ACCESS AND USE THE SERVICES. THE LIMITATIONS AND EXCLUSIONS CONTAINED IN THIS LIMITATION OF LIABILITY SECTION AND ELSEWHERE IN THIS AGREEMENT OR ORDER FORM WILL SURVIVE AND APPLY EVEN IF ANY EXCLUSIVE REMEDY SPECIFIED IN THIS AGREEMENT OR ORDER FORM IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
  11. Indemnification
    1. Customer Indemnification. Subjection to the “Exclusions” Section, Customer will defend Boast and its affiliates, and each of their respective directors, officers, employees, consultants, agents or advisors against any claim by a third party arising from or relating to any Customer Data, Customer Systems, Third-Party Systems, including Payment Processors, or any products not provided by Boast and used by Customer or User in connection with the Services provided to Customer or User, and any liens by third parties on Customer’ or User’s account. Customer will indemnify and hold harmless Boast and such above-mentioned persons from and against any losses, damages, reasonable expenses (including reasonable attorneys’ fees), penalties or any such costs awarded against Boast or such above-mentioned persons, or agreed in settlement by Customer, and resulting from such third-party claim.
    2. Boast Indemnification. Subject to the “Exclusions” Section, Boast will defend Customer and its affiliates, and each of their respective officers, directors, employees, consultants, representatives and agents against any claim by a third party alleging that the Platform, when used in accordance with this Agreement, infringes any Intellectual Property Right of such third party. Boast will indemnify and hold harmless Customer and such above-mentioned persons from and against any losses, damages, reasonable expenses (including reasonable attorneys’ fees), penalties or any such costs awarded against Customer or such above-mentioned persons, or agreed in settlement by Boast, and resulting from such infringement claim. If Customer’s use of the Platform results (or in Boast’s opinion is likely to result) in such infringement claim, Boast may, to its sole discretion, either (1) substitute functionally with similar products or services, (2) procure for Customer the right to continue using the Platform or (3) terminate this Agreement, or the applicable portion of the Order Form, and refund to Customer any prepaid unused fees for the applicable Order Form. The foregoing indemnification obligation of Boast will not apply to the extent the applicable infringement claim is attributable to (i) the modification of the Platform by any party other than Boast or based on Customer’s specifications or requirements, (ii) any action arising as a result of, or the combination of the Platform with, Customer Systems or Third-Party Systems, (iii) any deliverables not provided by Boast, or (iv) any use of the Platform in non-conformance with this Agreement. This Section sets forth Customer’s sole remedy with respect to any such infringement claim.
    3. Indemnification Procedure. Either Party’s indemnification obligations are subject to the other Party receiving (1) prompt written notice of the claim (but in any event notice in sufficient time for the indemnifying Party to respond without prejudice) (2) the exclusive right, for the Indemnifying Party, to control and direct the investigation, defense, or settlement of such claim, and (3) all reasonable necessary cooperation of the indemnified Party at its expense. The indemnifying Party may not, except with prior written consent of the indemnified Party, enter into any settlement of an indemnified claim that imposes a direct financial liability on the indemnified Party or includes an admission of fault by the indemnified Party.
  12. Boast AI Functions. From time to time, Boast may include access to Boast AI Functions as part of the Services where Customer or User provides information, including Customer Data (“Input”) and receive output generated and returned by the Boast Al Functions based on such Input (“Output”, and together with Input, “Al Content”). Boast will keep Input confidential in accordance with the “Confidentiality” Section of this Agreement. When Customer or User use such Boast AI Functions, as between the Parties and to the extent permitted by applicable law, Customer controls the AI Content. Customer is solely responsible for its AI Content, including compliance with applicable laws and this Agreement. Other customers providing similar Input to Boast Al Functions may receive the same or similar Output, but will not be able to see your Input or Output. Responses received by other customers are not your AI Content. Customer’s use of any AI Content is at its sole risk. Customer should not rely on factual assertions in Output without independent fact-checking. Customer should not rely on designs, workflows, processes or code in Output without independent review of functionality and suitability for Customer needs. You may not use Boast AI Functions or Output (1) to develop foundation models or other large-scale models that compete with Boast or Boast AI Functions, (2) to mislead any person that Output from the Services was human-generated, (3) in a manner that violates any available technical documentation, usage guidelines or parameters, (4) to make automated decisions that may have a detrimental impact on individual rights without appropriate human supervision, or (5) in a manner that violates any provision of this Agreement.
  13. Boast Contracting Entity, Jurisdiction and Applicable Law. Where Customer should direct notices, what law governs this Agreement, and which courts have exclusive jurisdiction will depend on the Boast contracting entity identified on the applicable Order Form. This Agreement will be construed in accordance with the applicable governing law below, without regard to choice or conflicts of law rules, and the Parties hereby consent to personal jurisdiction and venue therein. The Parties agree that this Agreement is not governed by the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act. Each Party waives any right to jury trial in connection with any action or litigation in any way arising out of, or related to, this Agreement.
    Boast Contracting Entity Address for Notices Governing Law Court With Jurisdiction:
    Boast Capital LP

    PO Box 3664

    Vancouver BC

    Canada

    V6B 3Y8

    		 Province of British Columbia Courts of British Columbia in the City of Vancouver
    Boast Capital Inc.

    PO Box 2449

    Blaine, WA

    USA

    98230

    		 State of Delaware Courts of Delaware
  14. General
    1. Assignment and Successors. Parties may not assign or transfer this Agreement without the other Party’s prior written consent (not to be unreasonably withheld), and any attempt to do so, without such consent, will be void. Notwithstanding the foregoing, either Party may assign this Agreement without the other Party’s consent in the event of an acquisition, merger, consolidation, corporate reorganization or sale of all or substantially all of its assets, providing the assignor shall ensure that the assignee assumes all obligations under this Agreement, including the responsibility for payment of all outstanding and future invoices. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
    2. Notices. All notices or approvals required or permitted under this Agreement will be in writing and will be considered properly given if mailed with first class mail, sent by a recognized courier service or emailed at the address set forth in this Agreement or the applicable Order Form, or to such other address as may be specified by either Party to the other in accordance with this Agreement. If sent to Boast, a copy of the notice should also be sent to [email protected]. Boast may also provide notices and communications to Customer through the Platform.
    3. Waiver. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in writing signed by a duly authorized representative on behalf of the Party making the waiver.
    4. Severability. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect. This Agreement governs and controls in the event of a conflict with any other ancillary documents or provisions applicable to the Services unless otherwise expressly agreed in writing by the Parties or as provided for in this Agreement.
    5. Force Majeure. Boast will not be in breach of this Agreement if its performance is prevented or delayed for circumstances beyond its reasonable control, including acts of God, inclement weather, flood, lightning or fire, strikes or other labor disputes or industrial action, act or omission of government or other competent authority, terrorism, war, riot, or civil commotion, pandemic, unavailability of supply or power outage, hackers, viruses, disruption in transmission, or disruption in telecommunications services.
    6. Entire Agreement. Unless Customer has executed an expressly superseding written agreement with Boast, this Agreement, together with the Order Forms or other documents incorporated by reference, is the complete and exclusive understanding and agreement between the Parties regarding its subject matter, and supersedes any and all prior or contemporaneous agreements, proposals, understandings or communications between the Parties, oral or written, regarding its subject matter. No terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding the Order Form) shall be incorporated into or form any part of this Agreement or the Order Form, and all such terms or conditions shall be null and void, notwithstanding any language to the contrary therein, whether signed before or after this Agreement.
    7. Conflicts. In the event of any conflict between this Agreement and the applicable Order Form, the applicable Order Form will control with respect to their subject matter.
    8. Counterpart. The Parties may execute any documents hereunder in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement. The Parties will be bound by signatures made by hand or electronically, which may be transmitted to the other Party by mail, hand delivery, email and/or any electronic method and will have the same binding effect as any original ink signature.
    9. Relationship of the Parties. The Parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, fiduciary, employment, franchise, or agency between the Parties. Neither Party will have the power to bind the other Party or incur obligations on the other Party’s behalf without the other Party’s prior written consent.
    10. Consumer Protection Law. The Services are intended for use by businesses and organizations and not for individual or consumer purposes. To the maximum extent permitted by law, consumer protection laws do not apply.
    11. Export Control. The Parties will comply with all export and import laws and regulations, including those of the United States and Canada, applicable to such Party in connection with its respective provision or use of the Services under this Agreement. Customer (1) is not listed on, or majority-owned by any entity listed on, any Canadian or United States government list of prohibited or restricted parties, (2) is not located in (or a national of) a country that either is subject to a Canadian or United States government embargo or has been designated by the Canada or the United States government as a “state sponsor of terrorism”, (3) will not (and will not permit any User or third parties to) access or use the Services in violation of any Canadian or United States export embargo, prohibition or restriction, and (4) will not submit to the Services any information that is controlled under the United States International Traffic in Arms Regulations or similar Canadian or United States regulations.
    12. Dispute Resolution. If Customer has a question or concern about the fees charged, they can contact Boast’s team at [email protected]. Boast will work with Customer in good faith to address Customer’s concern and seek a mutually agreeable resolution. In the event of any dispute or claim arising out of or relating to this Agreement, the Parties shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both Parties. If the Parties do not reach a settlement within a period of 30 days of either Party sending written notice of a dispute or controversy, either Party may initiate the appropriate legal proceeding.
    13. Injunctive Relief. Nothing in this Agreement shall prevent either Party from seeking immediate injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
    14. Modification of Terms. Unless Customer has executed an expressly superseding written agreement with Boast, Boast may modify the terms of this Agreement from time to time. Unless Boast indicates otherwise, modifications will be effective as of the date they are posted on this page or any successor page. Customer and User can review the most current version of this Agreement at any time by visiting this page at https://www.boast.ai/legal/customer-agreement/ or by requesting from Boast a copy of this Agreement, at any time. Your continued use of the Services after the effective date of any modifications to the terms means that you agree to this Agreement as modified, to the extent applicable. Boast will make a commercially reasonable effort to send notifications to Customer of material changes through notices in the Platform, by email or other available means. In any event, continued use of the Services after the updated version comes into effect constitutes Customer’s acceptance of the updated version.
    15. Contact Information. If you have any questions regarding this Agreement or the Services, you may contact Boast at [email protected].

APPENDIX A

Definitions

“ACH” has the meaning set out in Section 5.9 (Payment Methods).

“Anonymized Data” refers to Customer Data or Performance Data that have been processed to remove or obscure any personal information, in such a way that the data cannot be reverse-engineered to identify Customer, User or any individual.

“Agreement” means this Boast Customer Agreement, together with all applicable appendices, materials and links referred to herein, including the Order Form and Data Processing Addendum.

“Agreement Term” has the meaning set out in Section 6.1 (Agreement Term).

“AI Content” has the meaning set out in Section 12 (Boast AI Functions).

“AuditShield” has the meaning set out in Section 5.5 (AuditShield).

“Boast” has the meaning set out in Section 13 (Boast Contracting Entity).

“Boast AI Functions” means Boast Services and capabilities that utilize artificial intelligence, machine learning, or similar technologies.

“Claim” means any claim or similar request submitted by or on behalf of Customer to the applicable Tax Authorities to access a Tax Program.

“Claim Fees” has the meaning set out in Section 5.1 (Claim Fees).

“Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data. Confidential Information of Boast includes the non-public portions of the Services or the Platform, including any related documentation and pricing information of Boast. Confidential Information of each Party includes the terms and conditions of this Agreement and all Order Forms, business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party.

“Customer Data” means any and all data provided and used by Customer or Users in connection with the Services, including payment related information. For greater clarity, Customer Data includes AI Content and excludes Anonymized Data and Performance Data.

“Customer Systems” means the information technology infrastructure owned, operated, leased or controlled by Customer, User or any of their third-parties, or any of such not provided, controlled and directly supported by Boast, including services, platforms, products, software, hardware, components, integrations, connections, Internet connections, communication means including emails, API, websites, blogs, forums, web applications, mobile applications, networks, data, databases, code, model, servers, hosting systems, devices, and any other content or technology resources, whether on-premises or cloud-based, that interact with, connect to, or are used in conjunction with the Services.

“Deliverables” means any report or document created, or partially created, for Customer by Boast as part of the Services and as further described in the applicable Order Form, which may include technical reports, financial summaries, Tax Program forms and filing documents Boast may provide to Customer to assist Customer with its Claim filings.

“DPA” means Boast’s standard Data Processing Addendum, which sets forth the terms governing the processing of personal information by Boast on behalf of Customer in connection with the Services, available at: https://www.boast.ai/en-ca/legal/data-processing-addendum/.

“Early Termination Fee” has the meaning set out in Section 6.6 (Early Termination).

“Effective Date” has the meaning set out in Section 6.1 (Agreement Term).

“Feedback” means any idea, enhancement request, recommendation, correction, suggestion or other feedback from Customer or Users sent to, or shared with, Boast.

“including” means “including, without limitation” and shall not be construed to limit any general statement to the specific or similar items immediately following it.

“Input” has the meaning set out in Section 12 (Boast AI Functions).

“Intellectual Property Rights” means patent rights (including patent applications and disclosures), trademarks, copyrights, moral, trade secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world, or any similar right, title and interest.

“Malicious Code” means code, files, scripts, information, components, material, agents or programs such as viruses, worms, time bombs, Trojan horses, spyware, malware, cancelbots, including other disabling devices intended to harm, disable, damage, disable, overburden, impair detrimentally, interfere with, surreptitiously intercept or expropriate any system, data or personal information.

“Order Form” means a document, electronic form, invoice or other written or electronic communication issued by Boast and accepted by Customer, which outlines the specific Services to be provided, such as quantity, price, delivery dates, and other relevant details. Acceptance may be indicated through a signature, payment, electronic confirmation, or use of the Services. This definition is intended to encompass various forms of agreement, including those not requiring a formal signature. Any Order Form is incorporated into and forms part of this Agreement.

“Order Term” means the fixed term of each Services subscription specified in the applicable Order Form.

“Output” has the meaning set out in Section 12 (Boast AI Functions).

“PAD” has the meaning set out in Section 5.9 (Payment Methods).

“Payment Failure” has the meaning set out in Section 5.10 (Payment Authorization and Processing).

“Payment Processors” has the meaning set out in Section 5.10 (Payment Authorization and Processing).

“Performance Data” means data related to Customer’ or User’s use the Services or the Platform, including analytical, statistical and configuration data and metadata, and the anonymized or aggregated data derived from such data.

“Performance Representations” has the meaning set out in Section 9.2 (Performance Representations).

“Platform” means Boast’s cloud-based platform and technology that Boast makes accessible to Customer and Users through subscription to the Services.

“Privacy Policy” means Boast standard privacy policy, available at https://www.boast.ai/legal/privacy-policy/.

“Review” means the process under which Tax Authorities select a Claim for a more detailed technical and/or financial review.

“Security Incident” means any unauthorized or unlawful access to, use, disclosure, alteration, destruction, loss, theft or any compromise of the security, confidentiality, integrity or availability of Customer Data.

“Services” means Boast’ services to Customer under an applicable Order Form(s), including, as applicable, consulting, support, guidance, and similar advisory services assisting Customer in applying for Tax Programs and Tax Credits, the Deliverables, the AuditShield and the Platform.

“Tax Authorities” means any government or entities having authorities for the Tax Programs, under the applicable jurisdiction where Boast offer its Services to Customers.

“Tax Credits” means any tax credits, refunds, rebates, reductions, incentives, promotions, benefits, savings, whether refundable or non-refundable, whether applied or not by Customer, or any other similar advantages offered through a Tax Program.

“Taxes” has the meaning set out in Section 5.3 (Taxes).

“Tax Program” means any government-sponsored program related to accessing Tax Credits covered under an Order Form.

“Third-Party Systems” means the content or information technology infrastructure owned, operated, leased, or controlled by a third-party or not provided, controlled and directly supported by Boast, Customer or User, and that Boast directly or through the Services may optionally provide access to Customer or User, or that interoperates with the Services, including services, platforms, products, software, hardware, components, integrations, connections, API, websites, blogs, forums, web applications, mobile applications, networks, data, databases, code, model, servers, devices, and any other content or technology resources, whether on-premises or cloud-based, that interact with, connect to, or are used in conjunction with the Services.

“Users” has the meaning set out in Section 1.2 (Authorized Users).

Version 2025.2. Last updated on December 8, 2025.