THIS AGREEMENT GOVERNS THE SERVICES PROVIDED BY Mulstone Inc. (THE "COMPANY") TO INDIVIDUALS OR ENTITIES WHO PURCHASE OR OBTAIN THE SERVICES (THE "CLIENT"). THIS IS A LEGAL AGREEMENT ENTERED INTO BETWEEN THE CLIENT AND THE COMPANY. BY: (I) CLICKING THROUGH THESE TERMS ELECTRONICALLY; OR (II) EXECUTION OF A SOW, (III) USING THE SERVICES, THE CLIENT AND THE COMPANY MUTUALLY AGREE TO BE BOUND BY THIS AGREEMENT.
The effective date of this Agreement is the earlier of the date when Client signs the SOW attached to this Agreement or signs this Agreement (the "Effective Date").
1. Definitions
"Affiliate" means any person, partnership, joint venture, corporation or other entity which directly or indirectly controls, is controlled by, or is under common control with such party.
"Business Day" means any day except Saturdays, Sundays or statutory holidays in British Columbia, or federal holidays in the United States.
"Deliverables" means all products that are made, conceived, developed, or delivered to the Client by Company in connection with the provision of the Services.
"Fees" means the fees payable by the Client to Company for the Services and/or the Deliverables, excluding applicable duties, levies, taxes, or similar governmental assessments.
"Intellectual Property" means all systems, software code, original works of authorship, algorithms, technology, trademarks, methods, techniques, models, procedures, and processes.
"Services" means the consulting services to be provided by Company to the Client as described in this Agreement and any SOW(s).
"Statement(s) of Work" or "SOW(s)" means the Statements of Work that describe the Services and/or Deliverables to be provided by Company to the Client.
2. Statements of Work and Provision of Services
Company will provide to Client the Services specified in each SOW, subject to Client's payment of all applicable Fees. Changes to a SOW will require a written Change Order signed by the parties. Company may use its Affiliates and subcontractors to perform the Services.
Reliance on Information. The Client acknowledges that the Client's management is solely responsible for the accuracy and completeness of all financial records and information provided to the Company. The Company will not conduct an independent audit or verification of any such data.
No Audit Assurance. The Services do not constitute an audit, review, compilation, or any form of assurance engagement. The Company does not express an opinion or assurance regarding the Client's financial statements. If the Client requires assurance services or a formal audit, the Client must separately retain a licensed, independent public accounting firm.
3. Conflicts
The Company provides services to a variety of businesses. The Company may provide services to another entity concurrently being evaluated by the same potential acquirer or investor as the Client. If a conflict arises with an existing client, the Company has the right to continue serving its existing clients, maintaining strict information barriers. The Company reserves the right to decline new mandates from direct competitors of the Client during any active SOW.
4. Client Obligations
The Client will: appoint a representative to supervise and coordinate its obligations; provide access to systems, data, and documentation; provide access to necessary personnel; provide appropriate direction and timely feedback as reasonably required by Company.
5. Payment Terms
Unless otherwise provided in the relevant SOW, Company will invoice the Client periodically and the Client will pay within fifteen (15) days of the invoice date. Past due invoices will incur interest at 2% per month. Company may terminate this Agreement if an invoice has not been paid within five (5) days of being due. The Client shall reimburse Company for pre-approved reasonable travel and business-related expenses; expenses under $500 do not require pre-approval.
6. Warranties and Disclaimers
Company warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Client must make any warranty claim in writing within 30 days of performance of such Services. THE WARRANTY IN THIS SECTION IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
7. Mutual Indemnification
The Company shall defend and hold harmless the Client from third-party claims arising out of allegations that the Services infringe any third party's intellectual property rights, or the Company's gross negligence or willful misconduct. The Client shall defend and hold harmless the Company from claims arising out of the Client's use of the Services in violation of this Agreement, applicable laws, or third-party rights.
8. Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES. COMPANY'S AGGREGATE LIABILITY SHALL NOT EXCEED AMOUNTS PAID BY THE CLIENT TO COMPANY IN THE YEAR IN WHICH THE CLAIM AROSE.
9. Intellectual Property
All Intellectual Property Rights owned by a party as of the Effective Date will continue to be owned by such party. Upon Client's payment of fees, Company grants Client a perpetual, non-exclusive license to use, copy, modify, and create derivative works from any Company Pre-Existing Works included in the Deliverables.
10. Confidential Information
"Confidential Information" means any information disclosed by one party to the other that a reasonable person would consider to be confidential. Each party will take all reasonable steps to maintain the confidentiality of the other party's Confidential Information and will only disclose it to those who need to know in order to perform their obligations under this Agreement.
11. Term and Termination
This Agreement commences on the Effective Date and remains in effect until terminated. Either party may terminate for convenience upon 60 days' written notice. Either party may terminate immediately upon insolvency of the other, or upon material breach not cured within 30 days of written notice. Upon termination, Client will pay all unpaid fees and expenses incurred before the termination date.
12. Non-Solicitation
During the term of this Agreement and for twelve (12) months after completion of the Services, neither party will, without prior written consent, directly or indirectly solicit the employment of any employee of the other party.
13. Force Majeure
Neither party shall be liable for any failure to comply with its obligations (other than payment of Fees) if caused by conditions beyond its reasonable control, including acts of God, war, pandemic, strikes, fire, flood, or governmental regulations.
14. General
All monetary amounts are in Canadian (CAD) dollars. The parties are independent contractors. This Agreement is governed by the laws of the Province of British Columbia. Neither party may assign this Agreement without prior written consent, except to an Affiliate or in connection with a merger or sale of all or substantially all assets. This Agreement constitutes the entire agreement between the parties and supersedes all previous communications and agreements.
In the event of a Change in Control, the Client must provide 30 days' written notice. The Company will have 15 business days to review and may terminate if a conflict of interest arises. All outstanding invoices must be paid prior to the effective date of the Change in Control.
Last updated: June 2026 · Mulstone Inc. · British Columbia, Canada