Professional Services Agreement

1. Definitions

1.1 In this Professional Services Agreement ("PSA" or "Agreement"), the following terms have the meanings set out below:

• "Aktok" means Aktok Inc, a corporation incorporated under the laws of Prince Edward Island, Canada.
• "Background IP" means any intellectual property that a party owned or had rights to before the effective date of an SOW, or that a party develops independently and outside the scope of Services performed under an SOW.
• "Change Order" means a written amendment to an SOW that modifies the scope, deliverables, timeline, or fees of the engagement, executed by authorized representatives of both parties.
• "Client" means the individual or entity identified in a Statement of Work.
• "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement or any SOW, whether disclosed orally, in writing, electronically, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer data, financial information, technical data, product roadmaps, proprietary methodologies, and trade secrets.
• "Deliverables" means the tangible and intangible work product specified in an SOW that Aktok is required to deliver to the Client.
• "Foreground IP" means any intellectual property created specifically for the Client during the performance of Services under an SOW, including custom configurations, templates, reports, integrations, training materials, and documentation.
• "Platform" means the Aktok software-as-a-service platform, as described in the Terms of Service.
• "Services" means the professional services described in an SOW, which may include onboarding, implementation, AI agent configuration, data migration, training, consulting, custom integration development, and other custom work.
• "SOW" or "Statement of Work" means a document executed by both parties that describes the specific Services to be performed, Deliverables to be provided, timeline, fees, and other engagement-specific terms, governed by this Agreement.
• "Trade Secrets" means Confidential Information that derives independent economic value from not being generally known or readily ascertainable by others, and that is subject to reasonable efforts to maintain its secrecy.

2. Scope and Relationship to Other Agreements

2.1 Services Framework. Aktok provides professional services to Clients under individual Statements of Work. Each SOW is a separate engagement governed by this Agreement.

2.2 Active Subscription Required. The Client must maintain an active subscription to the Platform under the Terms of Service for the duration of any SOW. If the Client's subscription is terminated or suspended, Aktok may suspend performance of Services until the subscription is restored.

2.3 Relationship to Terms of Service. This Agreement supplements the Terms of Service. The Terms of Service govern the Client's access to and use of the Platform. This Agreement governs the human-delivered professional services that Aktok performs for the Client. In the event of a conflict between this Agreement and the Terms of Service with respect to professional services, this Agreement prevails.

2.4 Relationship to Service Plans. Aktok also offers productized service packages and tiered retainer plans under Section 6 (Service Plans) of the Terms of Service. Those are standardized offerings with published scope and pricing. This Agreement covers custom-scoped engagements where the scope, deliverables, timeline, and pricing are defined in individual SOWs. A Client may have engagements under both the Terms of Service and this Agreement.

2.5 Order of Precedence. In the event of a conflict among documents, the following order of precedence applies (highest first):

1. The applicable Statement of Work
2. This Professional Services Agreement
3. The Terms of Service

3. Statements of Work and Contract Formation

3.1 SOW Creation. Services are performed under individual SOWs. Each SOW must identify, at a minimum: (a) the project description and scope; (b) the Deliverables; (c) the timeline and milestones; (d) the fees and payment schedule; and (e) the key contacts for both parties.

3.2 Contract Formation. By executing an SOW that references this Agreement, both parties agree to be bound by the terms of this Agreement for that engagement.

3.3 First SOW Acknowledgment. The first SOW between the parties must include an explicit acknowledgment that the Client has read and agrees to this Professional Services Agreement. The acknowledgment language is provided in the SOW template.

3.4 Subsequent SOWs. For subsequent SOWs, an abbreviated reference confirming continued acceptance of this Agreement is sufficient.

3.5 PSA Version Pinning. Each SOW must state the version date of this Agreement that it incorporates. An SOW is governed by the version of this Agreement stated in the SOW for the duration of that engagement, regardless of any subsequent amendments to this Agreement.

3.6 Electronic Execution. SOWs may be executed by electronic signature using DocuSign, Adobe Sign, or any equivalent electronic signature platform. An email from an authorized representative attaching a signed SOW is a valid execution method. Electronic signatures have the same legal effect as handwritten signatures.

3.7 Counterparts. SOWs may be executed in counterparts, including by electronic means, each of which shall be deemed an original and all of which together shall constitute one and the same document.

3.8 Validity. The parties consent to the electronic execution and delivery of this Agreement and all SOWs. Electronic records and signatures are valid and enforceable under Canada's Personal Information Protection and Electronic Documents Act (PIPEDA), Part 2, the Electronic Commerce Act of Prince Edward Island, and, for United States-based Clients, the Uniform Electronic Transactions Act (UETA) and the Electronic Signatures in Global and National Commerce Act (ESIGN).

4. Fees and Payment

4.1 Pricing. Fees for Services are specified in each SOW. Pricing models may include:

• (a) Fixed fee — a total price for the engagement or per milestone;
• (b) Hourly — at the rate specified in the SOW, with estimated hours and an optional cap; or
• (c) Retainer — a recurring monthly fee for an agreed scope of ongoing services.

4.2 Invoicing. Aktok will invoice the Client in accordance with the payment schedule specified in the SOW. Unless otherwise stated in the SOW, invoices may be issued through Stripe or as a standard Net-30 invoice (payment due within thirty (30) calendar days of the invoice date).

4.3 Advance Payment. For fixed-fee engagements, the SOW may require an advance payment or deposit due upon execution. The amount of any advance payment is specified in the SOW. Advance payments are applied against the total engagement fee.

4.4 Late Payment. Overdue amounts bear interest at a rate of one and a half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is lower), calculated from the due date until paid in full.

4.5 Suspension and Withholding. If any invoice remains unpaid for more than fifteen (15) calendar days past the due date, Aktok may, upon written notice to the Client:

• (a) Suspend performance of Services under the applicable SOW until the outstanding balance is paid; and
• (b) Withhold delivery of Deliverables until payment is received.

Suspension does not relieve the Client of the obligation to pay for Services already performed. If Aktok suspends Services, any milestones or timelines in the SOW are extended by the duration of the suspension.

4.6 Expenses. Unless otherwise stated in the SOW, the Client is not responsible for Aktok's expenses. If an SOW provides for reimbursable expenses (such as travel), such expenses must be pre-approved by the Client in writing and will be invoiced at cost with supporting documentation.

4.7 Taxes. All fees are exclusive of applicable taxes. The Client is responsible for all sales, use, value-added, goods and services, harmonized sales, withholding, and other taxes or government charges imposed on the transactions contemplated by this Agreement, other than taxes based on Aktok's net income.

5. Client Responsibilities

5.1 Cooperation. The Client will provide Aktok with reasonable and timely access to the Client's systems, data, personnel, and workspace environment as necessary for Aktok to perform the Services.

5.2 Designated Contact. The Client will designate a primary contact person with authority to make day-to-day decisions regarding the engagement. The designated contact is identified in the SOW.

5.3 Timely Responses. The Client will respond to requests for information, feedback, approvals, and access within the timeframes specified in the SOW, or, if not specified, within five (5) business days.

5.4 Data Readiness. For engagements involving data migration or system configuration, the Client is responsible for providing data in the format and quality specified in the SOW.

5.5 Progress Reporting. Aktok will provide periodic progress updates at the frequency agreed in the SOW (default: bi-weekly). The Client has the right to review the progress and quality of the Services at reasonable intervals without interfering with Aktok's activities.

5.6 Client-Caused Delays. If the Client fails to fulfill its responsibilities under this Section and such failure delays Aktok's performance, Aktok's obligations under the affected SOW (including timelines, milestones, and delivery dates) are extended by the duration of the Client-caused delay. Aktok will notify the Client in writing of any such delay. If Client-caused delays exceed thirty (30) calendar days in aggregate, Aktok may issue a Change Order to adjust the fees to reflect additional effort required.

6. Deliverables and Acceptance

6.1 Acceptance Criteria. Each SOW should define the acceptance criteria for its Deliverables. Deliverables without pre-defined acceptance criteria in the SOW are deemed accepted upon delivery.

6.2 Completion Notice. When Aktok considers a Deliverable ready for review, Aktok will deliver a written Completion Notice to the Client's designated contact. The Completion Notice triggers the Review Period.

6.3 Review Period. For Deliverables with defined acceptance criteria, the Client has five (5) business days from receipt of the Completion Notice to review each Deliverable (the "Review Period"), unless the SOW specifies a different period.

6.4 Acceptance or Rejection. Within the Review Period, the Client must notify Aktok in writing that the Deliverable is either: (a) accepted; or (b) rejected, with a written description specifying the specific deficiencies and how the Deliverable fails to meet the acceptance criteria defined in the SOW.

6.5 Revision. If a Deliverable is properly rejected, Aktok will use commercially reasonable efforts to correct the identified deficiencies within ten (10) business days (or such other period as agreed in writing). One (1) round of revision is included in the SOW fees. Additional revisions beyond the included round are billable at Aktok's then-current hourly rate for professional services.

6.6 Partial Acceptance. The Client may accept conforming portions of a Deliverable and reject non-conforming portions. Accepted portions proceed as final. Rejected portions enter the revision process described in Section 6.5.

6.7 Deemed Acceptance. If the Client does not provide written acceptance or a written rejection notice (specifying deficiencies in reasonable detail) within the Review Period, the Deliverable is deemed accepted.

6.8 Continued Disagreement. If, after the included revision round, the Client and Aktok cannot agree on whether a Deliverable conforms to the acceptance criteria, either party may escalate the matter to the dispute resolution process in Section 18.

7. Change Orders

7.1 Scope Changes. Any change to the scope, Deliverables, timeline, or fees of an SOW requires a written Change Order signed by authorized representatives of both parties.

7.2 Change Order Process. Either party may request a scope change by submitting a written Change Order request describing the proposed change, the reason for the change, and the expected impact on the engagement. Aktok will evaluate the request and respond within five (5) business days with a formal Change Order specifying the revised scope, fees, timeline, and any impact on existing Deliverables.

7.3 No Obligation to Proceed. Neither party is obligated to agree to a Change Order. If the parties cannot agree on the terms of a Change Order, work continues under the original SOW scope and terms.

7.4 No Verbal Changes. Verbal agreements to change scope are not binding. All scope changes must be documented in a written Change Order.

7.5 Pre-Change Work. All Services performed under the original SOW scope prior to receipt of a Change Order request are subject to acceptance and payment, even if rendered unnecessary by the requested change. Work completed before a scope change is not forfeited.

7.6 Fee Treatment. Unless otherwise specified in the Change Order, additional work arising from a Change Order is billed at Aktok's then-current hourly rate for professional services on a time-and-materials basis.

8. Intellectual Property

8.1 Background IP. Each party retains all right, title, and interest in its Background IP. Nothing in this Agreement or any SOW transfers ownership of either party's Background IP to the other party.

8.2 Foreground IP — Client Ownership. Subject to Section 8.3 and Section 8.6, upon full payment of all fees due under the applicable SOW, the Client owns all Foreground IP created specifically for the Client during that engagement. This includes custom configurations, content, templates, reports, and documentation created specifically for the Client.

8.3 Aktok Retained IP. Notwithstanding Section 8.2, Aktok retains all right, title, and interest in:

• (a) The Platform, including its source code, architecture, design, and functionality;
• (b) Aktok's proprietary tools, libraries, frameworks, and development environments;
• (c) Aktok's methodologies, processes, and know-how; and
• (d) Any improvements or modifications to Aktok's Background IP developed during the performance of Services, even if inspired by or informed by the Client's requirements.

8.4 Reuse License. The Client grants Aktok a non-exclusive, perpetual, royalty-free, worldwide license to reuse anonymized patterns, approaches, techniques, and general know-how derived from the engagement for the purpose of improving Aktok's services and serving other clients. This license expressly excludes: (a) the Client's Confidential Information; (b) the Client's proprietary data, content, or branding; and (c) any Foreground IP that is identifiably specific to the Client.

8.5 Marketing Reference. Aktok may reference the Client's name and the general nature of the engagement (e.g., industry, type of services delivered) in Aktok's website portfolio, case studies, proposals, and other marketing materials, unless the Client opts out in writing. Such references will not disclose Confidential Information, proprietary business data, or SOW pricing. The Client may request removal of any marketing reference at any time by written notice to legal@aktok.com.

8.6 IP on Early Termination. If an SOW is terminated before completion:

• (a) Foreground IP for Deliverables that have been both accepted (or deemed accepted under Section 6.7) and paid for in full transfers to the Client.
• (b) Foreground IP for work-in-progress that has not been accepted or paid for remains with Aktok until the Client pays all outstanding amounts for that work.
• (c) Upon payment for work completed (as described in Section 14.4), the Client receives ownership of the corresponding Foreground IP.
• (d) Aktok will not unreasonably withhold Foreground IP for Deliverables that have been paid for.

8.7 Client Materials. Any data, content, branding, documentation, or other materials provided by the Client for use in the engagement ("Client Materials") remain the exclusive property of the Client. Aktok receives a limited, non-exclusive license to use Client Materials solely for the purpose of performing the Services under the applicable SOW.

9. Confidentiality

9.1 Mutual Obligations. Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted under this Section; and (c) use Confidential Information only for the purposes of performing obligations or exercising rights under this Agreement.

9.2 Permitted Disclosures. A Receiving Party may disclose Confidential Information to its employees, contractors, and professional advisors who: (a) have a legitimate need to know the information for purposes related to this Agreement; and (b) are bound by confidentiality obligations at least as protective as those in this Section.

9.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure, without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

9.4 Legally Required Disclosure. If a Receiving Party is compelled by law, regulation, or legal process (including a court order or subpoena) to disclose Confidential Information, the Receiving Party will: (a) provide the Disclosing Party with prompt written notice (to the extent legally permitted) to allow the Disclosing Party to seek a protective order; and (b) disclose only the minimum amount of information required.

9.5 Survival. The confidentiality obligations in this Section survive termination of this Agreement for a period of three (3) years. Obligations with respect to Trade Secrets survive for as long as the information qualifies as a trade secret under applicable law.

9.6 Pricing Confidentiality. The fees, rates, and pricing terms specified in each SOW are Confidential Information of both parties. Neither party will disclose SOW pricing to third parties except to its own professional advisors or as required by law.

9.7 No Separate NDA Required. This Section constitutes a mutual non-disclosure agreement between the parties. No separate NDA is required for engagements under this Agreement.

9.8 Return of Materials. Upon termination of this Agreement or any SOW, or upon written request by the Disclosing Party, the Receiving Party will promptly return or destroy all Confidential Information in its possession, except for: (a) copies retained in routine backup systems (which remain subject to the confidentiality obligations); and (b) copies required to be retained by applicable law or regulation.

10. Data Protection

10.1 Privacy Policy. Client data accessed by Aktok during the performance of Services is governed by the Privacy Policy, which describes how Aktok collects, uses, stores, and protects personal information.

10.2 Data Minimization. Aktok will access only the minimum Client data necessary to perform the Services under each SOW.

10.3 Data Processing Agreement. If the Services involve processing personal data of individuals located in the European Union, the European Economic Area, or the United Kingdom, or if otherwise required by applicable data protection law, the parties will execute a separate Data Processing Agreement (DPA), which will be incorporated into this Agreement by reference.

10.4 Subcontractor Obligations. Where Aktok engages subcontractors who may access Client data, Aktok will ensure that such subcontractors are bound by data protection obligations no less protective than those in this Section and the Privacy Policy.

10.4.1 Sub-Processor Changes. If Aktok adds or replaces a sub-processor that will process Client personal data in connection with the Services, Aktok will notify the Client at least thirty (30) days before the new sub-processor begins processing. The Client may object to a new sub-processor on reasonable data protection grounds by notifying Aktok in writing within the 30-day notice period. The parties will work together in good faith to find an alternative solution. If no mutually acceptable resolution can be reached, the Client may terminate the affected SOW without penalty by providing written notice before the new sub-processor begins processing, and Aktok will refund prepaid fees for Services not yet delivered.

10.5 Breach Notification. If Aktok becomes aware of a breach of security involving Client personal data accessed during the performance of Services, Aktok will: (a) notify the Client without undue delay and in any event within seventy-two (72) hours of becoming aware of the breach; and (b) cooperate with the Client in investigating and remediating the breach.

10.6 Data Deletion or Return. Upon completion or termination of an SOW, Aktok will, at the Client's election, delete or return all personal data processed during the engagement within thirty (30) days, unless retention is required by applicable law. Aktok will certify the deletion in writing upon the Client's request. This obligation is in addition to the return of Confidential Information under Section 9.8.

11. Warranties and Disclaimers

11.1 Professional Standard. Aktok warrants that Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards, by personnel with the skills and experience reasonably necessary for the engagement.

11.2 No Guarantee of Business Results. Aktok does not guarantee that the Services will achieve any particular business outcome, revenue target, conversion rate, or other performance metric. Projections, estimates, and recommendations provided during the engagement are based on professional judgment and available information, and do not constitute guarantees.

11.3 AI-Assisted Work. Where Services involve the configuration or use of AI-powered features of the Platform, Aktok does not warrant the accuracy, completeness, or reliability of any outputs produced by AI systems. The Client is responsible for reviewing and validating AI outputs before relying on them for business decisions.

11.4 Platform. The Platform is provided under the Terms of Service on an "as is" and "as available" basis. The warranties in this Section apply only to the professional services delivered by Aktok personnel, not to the Platform itself.

11.5 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, AKTOK MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AKTOK DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER STATUTORY OR OTHERWISE.

12. Limitation of Liability

12.1 Liability Cap. SUBJECT TO SECTIONS 12.3 AND 12.4, AKTOK'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY SOW SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO AKTOK UNDER THAT SOW (THE "GENERAL CAP").

12.2 No Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY SOW, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Super-Cap Obligations. The following obligations are subject to a liability cap of two times (2x) the General Cap for the applicable SOW:

• (a) Breach of confidentiality obligations under Section 9;
• (b) Indemnification obligations for intellectual property infringement under Section 13; and
• (c) Breach of data protection obligations under Section 10.

12.4 Uncapped Obligations. The following are not subject to any liability cap:

• (a) Gross negligence or willful misconduct;
• (b) Fraud or fraudulent misrepresentation;
• (c) A party's payment obligations under this Agreement; and
• (d) Liability that cannot be limited or excluded under applicable law (including liability for death or personal injury caused by negligence).

12.5 Mutual. The limitations in this Section apply equally to both parties.

12.6 Essential Basis. The parties acknowledge that the limitations in this Section reflect the allocation of risk between the parties and form an essential basis of the bargain. This Agreement would not have been entered into without these limitations.

12.7 Jurisdictional Limitations. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE ABOVE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

13. Indemnification

13.1 Aktok Indemnification. Aktok will indemnify, defend, and hold harmless the Client from and against any third-party claim that the Deliverables, as delivered by Aktok, infringe the intellectual property rights of a third party, and will pay any damages finally awarded or settlement amounts approved by Aktok. This obligation does not apply to the extent the claim arises from: (a) Client Materials; (b) modifications made by the Client or a third party without Aktok's involvement; (c) use of Deliverables in combination with products, services, or technologies not provided or approved by Aktok; or (d) the Client's failure to use updated versions of Deliverables provided by Aktok to address the alleged infringement.

13.2 Client Indemnification. The Client will indemnify, defend, and hold harmless Aktok from and against any third-party claim arising from: (a) Client Materials provided to Aktok; (b) the Client's use of Deliverables in a manner not contemplated by the applicable SOW; or (c) the Client's breach of applicable law.

13.3 Indemnification Process. The indemnified party will: (a) provide prompt written notice of the claim (provided that failure to provide prompt notice does not relieve the indemnifying party of its obligations except to the extent the indemnifying party is materially prejudiced); (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party will not settle any claim in a manner that imposes obligations on the indemnified party without the indemnified party's prior written consent (not to be unreasonably withheld).

14. Term and Termination

14.1 PSA Term. This Agreement is effective as of the Effective Date and continues until terminated by either party in accordance with this Section.

14.2 Termination for Convenience. Either party may terminate this Agreement by providing thirty (30) days' written notice to the other party. Termination of this Agreement does not automatically terminate any active SOW, which will continue until completed or separately terminated.

14.3 Termination for Cause. Either party may terminate this Agreement or any SOW immediately upon written notice if the other party: (a) commits a material breach and fails to cure such breach within fourteen (14) days after receiving written notice specifying the breach; or (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

14.4 Effect of Termination. Upon termination or expiration of an SOW:

• (a) The Client will pay Aktok for all Services performed and expenses incurred through the effective date of termination.
• (b) Each party will return or destroy the other party's Confidential Information in accordance with Section 9.8.
• (c) Intellectual property rights transfer in accordance with Section 8.6.
• (d) Aktok will provide the Client with all completed Deliverables and work-in-progress for which payment has been received or is tendered.
• (e) Any provisions that by their nature should survive termination will survive, including Sections 1, 8, 9, 11.5, 12, 13, 15, 16, 18, 19, and 20.

14.5 SOW-Level Termination. Either party may terminate an individual SOW without terminating this Agreement by providing written notice in accordance with this Section. The terms of this Section apply to SOW-level termination.

15. Subcontracting

15.1 Right to Subcontract. Aktok may engage qualified subcontractors to perform portions of the Services. Aktok will notify the Client if subcontractors will have access to Client personal data or Confidential Information.

15.2 Aktok Responsibility. Aktok remains fully responsible for the performance of its subcontractors as if Aktok had performed the Services itself. The Client's sole point of contact for all matters related to the Services is Aktok.

15.3 Confidentiality and Data Protection. Aktok will ensure that all subcontractors are bound by confidentiality and data protection obligations at least as protective as those in this Agreement before they access Client data or Confidential Information.

16. Non-Solicitation

16.1 Mutual Non-Solicitation. During the term of any active SOW and for a period of twelve (12) months following the completion or termination of the last SOW between the parties, neither party will directly solicit for employment or engagement any employee or contractor of the other party who was directly involved in performing or receiving Services under an SOW.

16.2 General Postings. This restriction does not apply to general job postings or advertisements that are not targeted at the other party's specific personnel.

16.3 Hiring Fee. As an alternative remedy, if either party hires a person in breach of Section 16.1, the hiring party will pay the other party a fee equal to six (6) months of that individual's most recent annualized compensation as liquidated damages, which the parties agree represents a reasonable estimate of the damages that would result from such solicitation. Payment of the hiring fee is the exclusive monetary remedy for a breach of this Section, without prejudice to the non-breaching party's right to seek injunctive relief.

17. Relationship of Parties

17.1 Independent Contractor. Aktok is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship between the parties.

17.2 No Authority. Neither party has the authority to bind, commit, or make representations on behalf of the other party.

17.3 Personnel. Aktok personnel assigned to perform Services are not employees of the Client. Aktok is solely responsible for the compensation, benefits, and working conditions of its personnel.

18. Governing Law and Dispute Resolution

18.1 Governing Law. This Agreement and any SOW shall be governed by and construed in accordance with the laws of the Province of Prince Edward Island, Canada, and the federal laws of Canada applicable therein, without regard to conflict of law principles.

18.2 Dispute Resolution. The parties agree to resolve disputes arising out of or related to this Agreement or any SOW through the following escalation process:

• (a) Good-Faith Negotiation. The parties' designated contacts will attempt to resolve the dispute through good-faith negotiation within fifteen (15) business days of one party providing written notice of the dispute.
• (b) Executive Escalation. If negotiation is unsuccessful, the dispute will be escalated to a senior executive of each party (or their designee) for resolution within an additional fifteen (15) business days.
• (c) Mediation. If executive escalation is unsuccessful, either party may refer the dispute to mediation administered under the rules of the ADR Institute of Canada (or its successor). Mediation will take place in Charlottetown, Prince Edward Island, or by video conference, as agreed by the parties. The costs of mediation are shared equally.
• (d) Binding Arbitration. If mediation is unsuccessful within thirty (30) days of referral, either party may submit the dispute to binding arbitration administered under the rules of the ADR Institute of Canada. Arbitration will be conducted by a single arbitrator in Charlottetown, Prince Edward Island (or by video conference). The language of the arbitration will be English. The arbitrator's decision is final and binding and may be enforced in any court of competent jurisdiction.

18.3 Injunctive Relief. Notwithstanding Section 18.2, either party may seek injunctive or other equitable relief from the courts of Prince Edward Island at any time to prevent irreparable harm, including for breaches of intellectual property rights, confidentiality obligations, or non-solicitation provisions.

18.4 Class Action Waiver. To the fullest extent permitted by applicable law, any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated, or representative action.

19. Force Majeure

19.1 Excused Performance. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond a party's reasonable control, including natural disasters, pandemics, epidemics, war, terrorism, government orders, sanctions, labor disputes, internet or telecommunications failures, and cyberattacks.

19.2 Exclusions. Force Majeure Events do not include: financial hardship, market conditions, changes in business circumstances, or a party's inability to hire or retain qualified personnel.

19.3 Notice and Mitigation. The affected party will: (a) provide prompt written notice to the other party describing the Force Majeure Event and its expected duration; and (b) use commercially reasonable efforts to resume performance as soon as practicable.

19.4 Extended Force Majeure. If a Force Majeure Event prevents performance of an SOW for more than sixty (60) consecutive calendar days, either party may terminate the affected SOW by written notice without liability (other than payment for Services performed before the Force Majeure Event).

20. PSA Amendments

20.1 Right to Amend. Aktok may update this published Agreement from time to time. When Aktok makes changes, the "Last Updated" date at the top of this document will be updated.

20.2 Notice. For material changes, Aktok will provide at least thirty (30) days' advance notice by email to the primary contact designated in each active SOW.

20.3 In-Flight SOWs. SOWs that are active at the time of an amendment remain governed by the version of this Agreement stated in the SOW. The Client is not required to accept amendments for in-flight engagements.

20.4 New SOWs. New SOWs executed after an amendment takes effect will reference and be governed by the then-current published version of this Agreement.

21. General Provisions

21.1 Entire Agreement. This Agreement, together with each SOW and the documents incorporated by reference (Terms of Service, Privacy Policy, and any executed DPA), constitutes the entire agreement between the parties with respect to the professional services described herein and supersedes all prior negotiations, understandings, and agreements, whether written or oral, relating to the subject matter.

21.2 Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, it will be severed. The remaining provisions continue in full force and effect.

21.3 Waiver. The failure of either party to enforce any right or provision of this Agreement does not constitute a waiver of that right or provision. A waiver is effective only if in writing and signed by the waiving party.

21.4 Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by these terms.

21.5 Force Majeure. See Section 19.

21.6 Notices. All notices under this Agreement must be in writing and are deemed given when: (a) delivered by email to the address specified in the SOW or this Agreement; or (b) sent by registered mail or recognized courier to the address specified below. Notices to Aktok should be sent to legal@aktok.com.

21.7 Language. This Agreement is written in English. In the event of any conflict between the English version and any translated version, the English version prevails.

21.8 Headings. Section headings are for convenience only and do not affect interpretation.

22. Contact Information

If you have any questions about this Agreement, please contact us:

Aktok Inc 163 Great George St. (The Foundry) Charlottetown, PE, Canada

Email:legal@aktok.com