Master Service Agreement

1.1 “Audit” means a complete digital health assessment cycle, including questionnaire completion, AI analysis, and report generation using the Platform.

1.2 “Authorized Users” means Client's employees, contractors, and agents authorized by Client to access the Platform under this Agreement.

1.3 “Client Data” means all data, information, and materials submitted by Client or its Authorized Users to the Platform.

1.4 “Confidential Information” means non-public information disclosed by either party that is designated as confidential or should reasonably be understood to be confidential.

1.5 “Intellectual Property” means patents, trademarks, copyrights, trade secrets, and other proprietary rights.

1.6 “Platform” means, collectively, the DigiAudit AI Engine (Core), the Smart Risk Management Operating System (RMOS), the AI Native Growth & Strategy module, and all associated features, tools, APIs, and dashboards accessible under Client's subscription.

1.7 “Reports” means the digital health assessment reports, risk assessments, RMOS governance outputs, recommendations, and insights generated by the Platform.

1.8 “RMOS” means the Smart Risk Management Operating System, including its seven strategic domains (Executive Governance, Core GRC, AI Governance, Security Ops, Incident Response, Operational Audit, Vendor Risk), 34 mission-critical modules, and seven SME AI agents.

1.9 “Subscription Term” means the period during which Client is entitled to access the Platform as specified in the applicable order.

2.1 License Grant. Subject to the terms of this Agreement and payment of applicable fees, Digi Cosmos grants Client a limited, non-exclusive, non-transferable license to access and use the Platform during the Subscription Term solely for Client's internal business purposes.

2.2 Service Tiers. Client's subscription includes access to Services as determined by the selected plan:

• Executive Baseline: One (1) Audit with full strategic report
• Continuous Transformation Engine: Twelve (12) Audits per year (monthly) with continuous governance intelligence
• Smart RMOS: Five-domain risk governance with six SME AI agents and Executive Trust Dashboard
• AI Native Growth & Strategy (Add-on): Dynamic roadmaps, KPI tracking, GTM, and Aethel Reach

2.3 Restrictions. Client shall not, and shall not permit any third party to:

• (a) Sublicense, sell, resell, or transfer access to the Platform
• (b) Modify, create derivative works, reverse engineer, or decompile the Platform
• (c) Use the Platform for competitive analysis or to develop competing products
• (d) Use the Platform for any unlawful purpose or in violation of any applicable laws
• (e) Share Reports with third parties except for internal advisors under confidentiality obligations
• (f) Use automated means to access the Platform beyond normal usage

3.1 Account Security. Client is responsible for maintaining the confidentiality of account credentials and for all activities under its account.

3.2 Accurate Information. Client agrees to provide accurate, current, and complete information during audits. The quality of Reports depends on the accuracy of Client Data.

3.3 Compliance. Client shall comply with all applicable laws, regulations, and industry standards in connection with its use of the Platform.

3.4 Authorized Users. Client shall ensure that all Authorized Users comply with the terms of this Agreement and shall be liable for any breach by an Authorized User.

4.1 Fees. Client shall pay all fees specified at the time of purchase. All fees are in United States Dollars (USD) unless otherwise specified.

4.2 Payment Terms. Fees are due upon subscription activation. For recurring subscriptions, fees are billed at the start of each billing period.

4.3 Taxes. Fees are exclusive of applicable taxes. Client is responsible for all taxes, except for taxes based on Digi Cosmos's net income.

4.4 No Refunds. Except as required by applicable law or as expressly stated in this Agreement, all fees are non-refundable.

4.5 Subscription Upgrades. Client may purchase additional Audits or upgrade subscription tiers at any time, subject to then-current pricing.

5.1 Digi Cosmos IP. Digi Cosmos retains all right, title, and interest in the Platform, including all Intellectual Property rights. The DigiAudit AI Engine methodology, including the 16-Pillar Digital Health Assessment Framework, Weighted Priority Scoring (WPS) System, and Multi-Agent AI Analysis Architecture, are the subject of pending patent applications filed by Digi Cosmos (A Division of Healthcart Inc.).

5.2 Client Data. Client retains all right, title, and interest in Client Data. Client grants Digi Cosmos a limited license to use Client Data solely to provide the Platform services.

5.3 Reports. Client receives a perpetual, non-exclusive license to use Reports for internal business purposes. Digi Cosmos may use anonymized, aggregated insights from Reports to improve the Platform and AI models.

5.4 Feedback. Any feedback, suggestions, or ideas provided by Client may be used by Digi Cosmos without restriction or compensation.

6.1 Obligations. Each party agrees to protect the other's Confidential Information using at least the same degree of care used to protect its own confidential information, but no less than reasonable care.

6.2 Permitted Disclosures. A party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations.

6.3 Duration. Confidentiality obligations survive termination of this Agreement for 5 years after termination.

6.4 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available; (b) was rightfully known prior to disclosure; (c) is independently developed; or (d) is rightfully obtained from a third party.

7.1 Privacy Compliance. Digi Cosmos processes personal information in accordance with PIPEDA and, where applicable, GDPR. Our Privacy Policy is incorporated by reference.

7.2 Data Security. Digi Cosmos implements appropriate technical and organizational measures to protect Client Data, including encryption, access controls, and regular security assessments.

7.3 Data Location. Client Data is stored in Canada (AWS ca-central-1).

7.4 Data Retention. Digi Cosmos (A Division of Healthcart Inc.) retains user data in accordance with the following schedule: (a) Active Account Data: Retained throughout the account lifecycle; (b) Closed Accounts: Core records retained for 7 years after closure for tax, legal, and compliance purposes; (c) Audit Data: Retained for the duration of subscription plus 7 years; (d) Payment Records: Retained for 7 years as required by tax regulations; (e) Consent Records: Retained for 7 years after consent withdrawal; (f) Server Logs: Retained for 90 days; (g) Anonymized Analytics: May be retained indefinitely. Users may request data deletion subject to legal retention requirements.

7.5 Breach Notification. Digi Cosmos will notify Client of any data breach affecting Client Data within seventy-two (72) hours of discovery.

8.1 Digi Cosmos Warranties. Digi Cosmos warrants that: (a) it has the authority to enter this Agreement; (b) the Platform will perform materially as described; and (c) it will provide the Platform with reasonable skill and care.

8.2 Client Warranties. Client warrants that: (a) it has the authority to enter this Agreement; (b) Client Data does not violate any third-party rights; and (c) its use of the Platform complies with applicable laws.

8.5 DISCLAIMER. THE DIGIAUDIT AI ENGINE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. DIGI COSMOS EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING BUT NOT LIMITED TO: (a) MERCHANTABILITY; (b) FITNESS FOR A PARTICULAR PURPOSE; (c) NON-INFRINGEMENT; (d) ACCURACY, RELIABILITY, OR COMPLETENESS OF CONTENT; (e) UNINTERRUPTED OR ERROR-FREE OPERATION; (f) SECURITY OR FREEDOM FROM VIRUSES; (g) RESULTS OR OUTCOMES FROM USE OF THE PLATFORM.

9.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIGI COSMOS (A DIVISION OF HEALTHCART INC.), ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR: (a) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES; (b) LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL; (c) DAMAGES ARISING FROM UNAUTHORIZED ACCESS, DATA BREACHES, OR SECURITY INCIDENTS; (d) DAMAGES ARISING FROM AI-GENERATED CONTENT, RECOMMENDATIONS, OR DECISIONS BASED THEREON; (e) DAMAGES ARISING FROM SERVICE INTERRUPTIONS, SYSTEM FAILURES, OR THIRD-PARTY SERVICE OUTAGES; (f) DAMAGES ARISING FROM USER RELIANCE ON PLATFORM OUTPUTS WITHOUT INDEPENDENT VERIFICATION. TOTAL LIABILITY SHALL NOT EXCEED FEES PAID IN THE 60 DAYS PRECEDING ANY CLAIM.

9.3 Exceptions. The limitations in this Article do not apply to: (a) Gross negligence; (b) Willful misconduct; (b) Breach of confidentiality; or (c) Client's payment obligations.

10.1 Client Indemnification. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS DIGI COSMOS (A DIVISION OF HEALTHCART INC.), ITS PARENT COMPANY HEALTHCART INC., AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE LEGAL FEES) ARISING FROM OR RELATED TO: (a) Your use of the DigiAudit AI Engine Platform; (b) Your violation of these Terms or any applicable law; (c) Your infringement of any third-party rights; (d) Any content or data you submit to the Platform; (e) Your negligence or misconduct; (f) Any claims brought by third parties related to your use of Platform outputs.

10.2 Digi Cosmos Indemnification. Digi Cosmos shall indemnify and hold harmless Client from claims arising from: IP infringement claims; Gross negligence.

11.1 Term. This Agreement commences upon Client's acceptance and continues for the Subscription Term, automatically renewing for successive periods unless terminated.

11.2 Termination for Convenience. Either party may terminate this Agreement upon 30 days written notice to the other party.

11.3 Termination for Cause. Either party may terminate Immediate upon material breach if the other party materially breaches this Agreement and fails to cure within thirty (30) days of notice.

11.4 Effect of Termination. Upon termination: Data export within 30 days; Survival of IP rights; Payment of outstanding fees.

12.1 Governing Law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada.

12.2 Dispute Resolution. Any dispute shall be resolved through Binding arbitration in Toronto, Ontario.

12.3 Force Majeure. Neither party shall be liable for delays caused by circumstances beyond reasonable control.

12.4 Assignment. Client may not assign this Agreement without prior written consent. Digi Cosmos may assign this Agreement in connection with a merger, acquisition, or sale of assets.

12.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

12.6 Amendments. Digi Cosmos may update this Agreement with thirty (30) days' notice. Continued use constitutes acceptance.

12.7 Severability. If any provision is found unenforceable, the remaining provisions continue in effect.

12.8 Waiver. Failure to enforce any right does not constitute waiver of that right.