Terms of Service

Operated by TLC Solutions Effective Date: January 1, 2024 (as amended from time to time)These Terms of Service (“Terms”) govern access to and use of TLC One, a cloud-based automation and integration platform (the “Platform”), operated by TLC Solutions (“TLC Solutions”, “we”, “us”, or “our”).By accessing or using TLC One, creating an account, or executing an Order Form or Statement of Work that references these Terms (each, an “Order”), you (“Client” or “you”) agree to be bound by these Terms.

Article 1: Services and Platform Access1.1 Scope of Services TLC Solutions provides access to the TLC One Platform, including automation workflows, integrations, document processing, AI-assisted features, dashboards, and related services (collectively, the “Services”), as described on our website, in documentation, or in an applicable Order. 1.2 Orders Specific commercial terms (including pricing, usage limits, implementation services, or support levels) may be set out in one or more Orders. Each Order incorporates these Terms by reference.1.3 ChangesWe may modify the Services, provided that such changes do not materially reduce the core functionality purchased by Client. Any material commercial changes require a written amendment or new Order.1.4 No Custom Development by Default Unless expressly stated in an Order, Services are provided on a standard SaaS basis. Custom development, integrations, or professional services are out of scope unless separately agreed. Article 2: Performance and Client Responsibilities

Article 2: Performance and Client Responsibilities2.1 Standard of Performance TLC Solutions will use commercially reasonable efforts to make the Platform available and to perform the Services in accordance with applicable industry standards.2.2 Client Responsibilities Client is responsible for: providing accurate configuration data and credentials; maintaining adequate internet connectivity and compatible systems; ensuring lawful use of the Platform; complying with all Applicable Laws.2.3 Dependencies TLC One may integrate with third-party systems (e.g., ERP, accounting, email, storage). TLC Solutions is not responsible for outages, changes, or failures of third-party services.2.4 Support Hours Support and operational hours are Monday–Friday, 9:00 AM–5:00 PM Pacific Time, excluding statutory holidays, unless otherwise stated in an Order.

Article 3: Fees and Payment3.1 FeesClient shall pay all fees specified in the applicable Order, including:subscription fees,usage-based fees (e.g., per document, per transaction),implementation or service fees, if applicable.3.2 Invoicing and PaymentInvoices are due and payable as stated on the invoice. Late payments may result in suspension of access to the Platform.3.3 Non-RefundableAll fees paid are non-refundable, except as expressly stated in writing.3.4 Suspension for Non-PaymentIf payment is overdue by more than 30 days, TLC Solutions may suspend Services until the account is brought into good standing.

Article 4: Availability and Acceptance4.1 Platform AcceptanceUse of the Platform constitutes acceptance. There is no formal acceptance testing unless expressly stated in an Order.4.2 No Guarantee of ResultsClient acknowledges that automation, OCR, and AI-based outputs may require review and validation. TLC Solutions does not guarantee error-free results.

Article 5: License and Ownership5.1 Platform LicenseSubject to payment of fees, TLC Solutions grants Client a non-exclusive, non-transferable, revocable license to access and use TLC One for Client’s internal business purposes.5.2 TLC Solutions IPAll intellectual property rights in the Platform, software, models, workflows, and documentation remain the exclusive property of TLC Solutions.5.3 Client DataClient retains ownership of all data submitted to the Platform (“Client Data”). Client grants TLC Solutions a limited license to process Client Data solely to provide the Services.5.4 FeedbackClient grants TLC Solutions a perpetual, royalty-free right to use any feedback or suggestions without compensation.

Article 6: Confidentiality, Security, and Personal Information6.1 ConfidentialityEach party shall protect the other party’s Confidential Information using reasonable care and shall not disclose it except as permitted under these Terms.6.2 Information SecurityTLC Solutions maintains industry-standard security measures appropriate for a SaaS platform.6.3 Personal InformationEach party shall comply with applicable privacy laws, including PIPEDA (Canada), regarding Personal Information processed through the Platform.

Article 7: Warranties, Disclaimers, and Liability7.1 Limited WarrantyTLC Solutions warrants that it has the right to provide the Services and that Services will be provided in a commercially reasonable manner.7.2 DisclaimerEXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TLC SOLUTIONS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.7.3 Limitation of LiabilityTo the maximum extent permitted by law:TLC Solutions shall not be liable for indirect, incidental, or consequential damages.TLC Solutions’ total liability shall not exceed the fees paid by Client in the six (6) months preceding the claim.

Article 8: Term and Termination8.1 TermThese Terms remain in effect while Client uses the Platform or has an active Order.8.2 Termination for ConvenienceEither party may terminate an Order upon written notice, subject to the applicable billing cycle and non-refundability.8.3 Termination for CauseEither party may terminate immediately for material breach, insolvency, or unlawful use.8.4 Effect of TerminationUpon termination:access to the Platform will cease;Client remains responsible for all accrued fees;Articles intended to survive shall survive.

Article 9: Dispute Resolution and Governing Law9.1 Governing LawThese Terms are governed by the laws of British Columbia, Canada.9.2 ArbitrationDisputes shall be resolved by arbitration in Vancouver, British Columbia, under the Arbitration Act (BC).

Article 10: MiscellaneousNo Partnership: Independent contractors.Assignment: TLC Solutions may assign to an affiliate or acquirer.Force Majeure: Standard force majeure applies.Amendments: TLC Solutions may update these Terms with notice.Entire Agreement: These Terms and applicable Orders form the entire agreement.ContactTLC Solutions
Vancouver, British Columbia, Canada
Website: https://tlcitsolutions.com/‍

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