Terms and Conditions

2.1Orders; Provision of Access. Upon mutual execution, each Order forms part of this Agreement. Subject to Customer's compliance with this Agreement, Customer may, solely through its Authorized Users, access and use the Services during the Subscription Term on a non-exclusive, non-transferable (except per Section 14.9) and non-sublicensable basis, limited to Customer's internal business purposes and the use cases specified in the Order. Each Authorized User must have a unique account and may not share credentials.

2.2Documentation License. Calico grants Customer a non-exclusive, non-transferable, non-sublicensable license to use the Documentation during the Subscription Term solely in connection with authorized use of the Platform.

2.3Service Updates. Calico may provide Updates from time to time, which become part of the Services, but has no obligation to do so. Calico may modify the Services, including underlying AI Models and connected Third-Party Sourcing/Production Partners, at any time, and will use commercially reasonable efforts to give Customer advance notice of changes reasonably expected to materially and adversely affect Customer's use of the Services.

2.4Use Restrictions. Neither Customer nor any Authorized User shall, directly or indirectly: (i) copy, modify, or create derivative works of the Services except as expressly permitted; (ii) rent, lease, sell, sublicense, or otherwise make the Services available to any third party; (iii) reverse engineer, decompile, or attempt to extract the source code, model weights, training methodology, or parameters of any AI Model, or attempt to extract Calico's proprietary supplier database or matching methodology; (iv) use the Services to develop, train, or improve any product or service that competes with the Services, including using Output to train a competing AI model or to build a competing supplier database; (v) use the Services to generate Output that is unlawful, infringing, defamatory, discriminatory, or that depicts real identifiable individuals without consent; (vi) misrepresent Output as being created without the assistance of artificial intelligence where such disclosure is required by Applicable Law or a Third-Party AI Provider's policies; (vii) place a purchase order, commit production capacity, incur material spend, or make any safety-, compliance-, or regulatory-relevant decision based solely on Output (including a Tech Pack, BOM, Sourcing Recommendation, or Production Plan) without independent verification as described in Section 3.6; (viii) use the Services for any purpose where failure of the Services could lead to death, personal injury, or significant property or environmental damage (e.g., load-bearing structural design, medical devices, or safety-critical components) without independent professional verification of the Output; (ix) circumvent any usage limits, security controls, or access restrictions; or (x) use the Services in violation of Applicable Laws.

2.5Reservation of Rights. Calico reserves all rights not expressly granted to Customer. Nothing in this Agreement grants Customer any right, title, or interest in the Calico IP beyond the limited licenses expressly granted.

2.6Suspension. Calico may temporarily suspend access to the Services if Calico reasonably determines there is a security threat, suspected fraudulent or illegal use, a breach of Section 2.4, a required suspension under Applicable Law, or if a Third-Party AI Provider or Third-Party Sourcing/Production Partner suspends Calico's access to a model or service required to provide the Services. Calico will use commercially reasonable efforts to provide notice and to restore access promptly once the issue is resolved, and will have no liability for losses arising from a suspension made in accordance with this Section.

2.7Output and Training Data. (a) Subject to Section 9, as between Calico and Customer, Customer owns the Output generated from its own Input, subject to Section 2.4 and the disclaimers in Section 10. (b) Calico will not use Customer's Input or Output (including Customer's Tech Packs, BOMs, cost data, or supplier relationships) to train or fine-tune AI Models for the benefit of other customers, or share such information with other customers, unless Customer opts in to such use in writing or through an in-product setting. (c) Calico may collect and use de-identified, aggregated Service Data (which does not identify Customer, its suppliers, or any individual) to operate, secure, and improve the Services.

2.8Free Trial and Beta Features. Trial Basis Services and beta or experimental features are provided "AS IS," without warranty, and Calico's obligations under Sections 4 ("Support") and 11 ("Indemnification") do not apply to them.

3.1General. Customer is responsible for all use of the Services through its account, including all acts and omissions of its Authorized Users. Customer will promptly notify Calico of any suspected unauthorized use or security incident involving its account.

3.2Posted Policies. Customer is responsible for ensuring its own terms of use and privacy policy are consistent with, and not violated by, its use of the Services, and for maintaining a privacy policy compliant with Applicable Laws where Customer collects Personal Information in connection with its use of the Services.

3.3Third-Party Products and Sourcing/Production Partners. (a) Certain Services rely on Third-Party Products, including AI Models licensed from Third-Party AI Providers, which may be subject to their own terms. Calico is not responsible for the availability, accuracy, or operation of Third-Party Products, and makes no representations or warranties with respect to them. (b) Where the Services introduce, recommend, match, or otherwise facilitate a connection between Customer and a Third-Party Sourcing/Production Partner, Calico acts solely as a facilitator. Any resulting contract, purchase order, manufacturing agreement, quality standard, or payment arrangement is solely between Customer and the Third-Party Sourcing/Production Partner. Calico does not: (i) guarantee the accuracy of any Sourcing Recommendation; (ii) guarantee the reliability, capacity, financial stability, labour practices, quality standards, or regulatory compliance of any Third-Party Sourcing/Production Partner; (iii) guarantee pricing, lead times, or availability of materials or production capacity; or (iv) act as agent, broker, or guarantor for any transaction between Customer and a Third-Party Sourcing/Production Partner. (c) Customer is responsible for conducting its own diligence on any Third-Party Sourcing/Production Partner before entering into a commercial relationship, including verification of the partner's compliance with labour, safety, environmental, customs, and product-safety laws applicable to Customer's products and markets.

3.4Rights in Input. Customer represents and warrants that it owns, or has obtained all necessary rights, licenses, and consents to submit, its Input, and that its Input and Customer's use of the Services will not infringe, misappropriate, or violate any third party's intellectual property, privacy, or other rights, or any Applicable Law. Customer will not submit Input containing Personal Information of third parties unless it has the legal right to do so.

3.5Customer Control. Customer retains sole responsibility for: (i) all Customer Data and Output, and decisions made or actions taken based on Output; (ii) its Customer Systems; and (iii) the security of its and its Authorized Users' access credentials.

3.6Independent Verification. Customer acknowledges that Output — including Tech Packs, Bills of Materials, Sourcing Recommendations, Production Plans, and any other specifications or data generated by the Services — is generated or compiled with the assistance of AI Models and/or third-party data sources, and may contain inaccuracies, outdated information, or errors. Customer is solely responsible for independently reviewing, testing, and validating any Output — including verifying material specifications, safety and regulatory compliance, supplier capability, pricing, and lead times — before relying on it to manufacture, source, sell, distribute, or make any other commercial, safety, or regulatory decision.

6.1Fees. Customer will pay the Fees, without offset or deduction, at the cadence stated in the Order, in United States dollars (USD) (or such other currency as stated in the Order) by an agreed payment method. Fees are non-refundable except as required by law. For clarity, Fees payable to Calico are separate from, and do not include, any amounts owed by Customer to a Third-Party Sourcing/Production Partner. If Customer fails to pay any undisputed amount when due and does not cure within ten (10) days of written notice, Calico may charge interest on the overdue amount at 1.5% per month (or the highest rate permitted by law, if lower), recover reasonable collection costs, and suspend access until amounts are paid.

6.2Taxes. Fees are exclusive of applicable taxes. Customer is responsible for all applicable federal and provincial sales taxes (including GST/HST/PST/QST as applicable), duties, and similar charges, other than taxes on Calico's income.

7.1Definition. Confidential Information excludes information that is (a) public; (b) already known to the receiving Party on a non-confidential basis; (c) received from a third party without a duty of confidentiality; or (d) independently developed without reference to the disclosing Party's Confidential Information. This exclusion does not apply to Personal Information.

7.2Duty. The receiving Party will not disclose the disclosing Party's Confidential Information except to its Representatives who need to know it, and remains responsible for its Representatives' compliance. Disclosure may be made where required by law or court order (with prior notice to the disclosing Party where legally permitted) or to establish rights under this Agreement. Either Party may disclose the terms of this Agreement to actual or prospective investors, acquirers, or advisors under customary confidentiality obligations.

7.3Return/Destruction; Survival. On termination or expiration, the receiving Party will return or destroy the disclosing Party's Confidential Information on request. Confidentiality obligations survive for three (3) years post-termination, except that trade secrets (which may include Customer's supplier lists, sourcing terms, and cost data) remain protected for as long as they qualify as trade secrets under Applicable Law.

8.1Customer Data License. Customer grants Calico a non-exclusive, worldwide, royalty-free license to host, reproduce, and process Customer Data as necessary to provide the Services, subject to Section 2.7.

8.2Security Measures. Calico will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data, including Personal Information and commercially sensitive sourcing, pricing, and supplier data, against unauthorized access, use, or disclosure.

8.3Cross-Border Transfers. Customer acknowledges that providing the Services may involve processing or storing data, including Personal Information and supplier/sourcing data, on servers located outside Canada (including through Third-Party AI Providers or Third-Party Sourcing/Production Partners), and that such data may be subject to the laws of the jurisdiction in which it is processed or stored. Calico will disclose the general location(s) of such processing on request or in its Privacy Policy, as required by PIPEDA and applicable provincial law.

8.4DPA. To the extent Calico processes Personal Information on Customer's behalf, the Parties' respective obligations are set out in Calico's Data Processing Addendum or Privacy Policy, as may be updated from time to time.

9.1Calico IP. As between the Parties, Calico owns all right, title, and interest in the Calico IP. Third-Party AI Providers and Third-Party Sourcing/Production Partners retain all right, title, and interest in their respective Third-Party Products and services.

9.2Customer Data. As between the Parties, Customer owns all right, title, and interest in Customer Data (i.e., Input).

9.3Output. (a) Subject to Customer's compliance with this Agreement and payment of applicable Fees, Calico assigns to Customer all of Calico's right, title, and interest (if any) in Output generated from Customer's own Input, to the extent such Output is capable of being owned. (b) Customer acknowledges that: (i) because Output is generated using AI Models, the Services may generate similar or substantially similar Output (including similar designs, Tech Packs, or Sourcing Recommendations) for other customers from different or similar Input, and Calico makes no guarantee of exclusivity or uniqueness of Output; (ii) the availability and scope of intellectual property protection for AI-generated Output varies by jurisdiction and is unsettled in many respects, and Calico makes no representation as to whether Output is protectable by copyright, patent, or other intellectual property rights; and (iii) a Sourcing Recommendation or Production Plan is a recommendation only, and does not constitute a binding offer, guarantee, or commitment by Calico, any Third-Party AI Provider, or any Third-Party Sourcing/Production Partner.

9.4Aggregated/De-identified Data. Calico may generate de-identified or aggregated data derived from Customer Data, Output, or Customer's use of the Services, and owns all right, title, and interest in such aggregated or de-identified data, provided it does not identify Customer, its suppliers, or any individual.

9.5Feedback. If Customer or an Authorized User provides Calico with feedback or suggestions regarding the Services, Calico may use such feedback without restriction or obligation to Customer.

11.1Calico Indemnification. (a) Calico will indemnify, defend, and hold harmless Customer from Losses arising from a third-party claim that the Platform, as used in accordance with this Agreement, infringes that third party's Canadian intellectual property rights, provided Customer promptly notifies Calico, cooperates, and gives Calico sole control of the defense and settlement. (b) This indemnity does not apply to claims arising from: (i) Customer's Input; (ii) Output; (iii) use of the Services in combination with unauthorized data, software, or technology; (iv) modifications not made by Calico; (v) use outside the scope authorized by this Agreement; (vi) Third-Party Products; or (vii) any Third-Party Sourcing/Production Partner or any transaction, agreement, or dispute between Customer and a Third-Party Sourcing/Production Partner. (c) If a claim is made or reasonably appears likely, Calico may, at its discretion, modify the Services to be non-infringing, obtain a license for continued use, or terminate the affected component with notice. This Section 11.1 states Calico's sole liability, and Customer's sole remedy, for intellectual property infringement claims relating to the Services.

11.2Customer Indemnification. Customer will indemnify, defend, and hold harmless Calico from Losses arising from a third-party claim: (i) that Customer's Input, or Customer's use of Output, infringes or misappropriates a third party's rights; (ii) arising from Customer's or an Authorized User's breach of Section 2.4 or Section 3; (iii) based on Customer's negligence, willful misconduct, or unauthorized use of the Services; or (iv) arising from any purchase order, manufacturing agreement, payment dispute, product-safety issue, or other transaction or relationship between Customer and a Third-Party Sourcing/Production Partner, regardless of whether the relationship was facilitated by the Services.

13.1Term. This Agreement begins on the Effective Date and continues until the expiration of the last Subscription Term under any Order, unless earlier terminated.

13.2Termination. (a) Calico may terminate this Agreement or an Order on written notice if Customer fails to pay amounts due and does not cure within ten (10) days of notice, or materially breaches Section 2.4 or Section 7. (b) Either Party may terminate this Agreement if all Orders have expired or been terminated. (c) Either Party may terminate for the other Party's uncured material breach (thirty (30) days' notice and cure period, where curable) or upon the other Party's insolvency, bankruptcy, or similar event.

13.3Effect of Termination. On termination, Customer will stop using the Services and, on request, delete or return copies of the Calico IP. Termination does not affect Fees already owed and does not entitle Customer to a refund, except as required by Applicable Law. Customer may retain and use Output generated prior to termination, subject to Section 9.3 and Section 2.4. Termination of this Agreement does not, by itself, terminate any separate agreement between Customer and a Third-Party Sourcing/Production Partner.

13.4Survival. Sections 1, 2.4 (with respect to retained Output), 5, 7, 9, 10, 11, 12, 13.3, and 14 survive termination or expiration.

14.1Entire Agreement. This Agreement, together with any incorporated documents, is the entire agreement between the Parties on its subject matter. In case of conflict, the order of precedence is: (i) the Order; (ii) this Agreement; (iii) any other incorporated document.

14.2Notices. Notices to Calico must be in writing and delivered by hand, courier, or email to: Calico AI, Attn: Legal Department, 50 Carroll St, Toronto, ON M4M 3G3, Canada; Email: legal@calicoai.com. Notices to Customer will be sent to the email address associated with Customer's account or posted to the Platform.

14.3Force Majeure. Neither Party is liable for delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including natural disasters, war, civil unrest, labour disputes, port or shipping disruptions, or government action.

14.4Amendment. Calico may update this Agreement from time to time, with the "Last Modified" date updated accordingly. Calico will use commercially reasonable efforts to provide advance notice of material changes. Continued use of the Services after the effective date of an amendment constitutes acceptance.

14.5Waiver. No failure or delay in exercising a right constitutes a waiver, and no waiver is effective unless in writing and signed by the waiving Party's authorized representative.

14.6Severability. If any provision of this Agreement is held invalid or unenforceable in any jurisdiction, the remainder remains in effect, and the Parties will negotiate in good faith to replace the invalid provision with one reflecting their original intent as closely as possible.

14.7Governing Law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding conflict of laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

14.8Dispute Resolution. The Parties will first attempt to resolve any dispute through good-faith negotiation. Subject to that process, the Parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, provided either Party may seek injunctive or other equitable relief in any court of competent jurisdiction for actual or threatened breach of intellectual property or confidentiality obligations.

14.9Assignment. Customer may not assign or delegate this Agreement without Calico's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets on notice to Calico. Calico may assign this Agreement without consent. This Agreement binds and benefits the Parties' permitted successors and assigns.

14.10Publicity. Calico may identify Customer as a customer and use Customer's name and logo for that purpose in marketing materials. Any other public statement referencing Customer requires Customer's prior approval, not to be unreasonably withheld.

14.11Sanctions and Trade Compliance. Customer will not use the Services, or engage any Third-Party Sourcing/Production Partner identified through the Services, in violation of Canadian export, import, or economic sanctions laws, including the Export and Import Permits Act, the Special Economic Measures Act, and Canadian customs legislation, or comparable laws of any other jurisdiction applicable to Customer, and will not make the Services available to any person or in any jurisdiction prohibited under such laws. Customer is solely responsible for compliance with all customs, duties, and import/export requirements applicable to products it sources or manufactures using Sourcing Recommendations or Production Plans obtained through the Services.

14.12Equitable Relief. Each Party acknowledges that a breach of Section 7 (Confidentiality), or of Section 2.4 or Section 3 by Customer, may cause irreparable harm for which damages would be an inadequate remedy, entitling the non-breaching Party to seek injunctive relief in addition to any other available remedy, without the need to post security or prove actual damages, to the extent permitted by Applicable Law.