Alayrix Managed Services Terms and Conditions

These Terms govern professional and managed services provided by Alayrix, which may include:

• Content strategy and planning
• Editorial planning and content calendars
• Social-media content
• Executive and thought-leadership content
• Articles, blogs, captions, carousels, scripts, and visual concepts
• Content research and development
• Editing and rewriting
• Localization and cultural adaptation
• Internal and client review coordination
• Scheduling and publishing support
• Content-performance reporting
• Content operations and workflow support
• Flowence-supported service delivery
• Other services identified in a Service Order or statement of work

These Terms do not govern a standalone Flowence software subscription unless a Service Order expressly states otherwise. Separate software terms may apply to Flowence accounts, platform access, AI credits, integrations, storage, and software use.

The agreement between the parties consists of:

1. A signed statement of work or custom Service Order
2. Any applicable data-processing agreement
3. The online Service Order or package confirmation
4. These Managed Services Terms and Conditions
5. The Alayrix Privacy Policy
6. Approved package descriptions and add-ons

If there is a conflict, the document listed earlier above will take priority, but only for the conflicting subject.

Marketing pages, demonstrations, presentations, proposals, illustrations, and sales conversations do not modify the agreement unless expressly included in a signed or accepted Service Order.

Each purchase will be documented in a Service Order identifying relevant commercial details, which may include:

• Package name
• Content quantity
• Content formats
• Supported platforms
• Languages
• Research level
• Revision allowance
• Publishing support
• Response level
• Add-ons
• Monthly or project fee
• Taxes
• Billing frequency
• Service period
• Preferred start date
• Renewal date
• Special requirements

The Service Order and these Terms should be read together.

The agreement becomes effective on the earliest of:

• Your electronic acceptance of these Terms
• Your payment through Stripe or another approved method
• Your signature of a Service Order
• Alayrix beginning work at your written request
• Your use of the Services

A copy of the accepted order, these Terms, or a link to the applicable Terms version will be provided electronically.

You are responsible for saving or downloading these records for your files.

The Services are primarily intended for businesses, organizations, agencies, executives, and professionals.

Nothing in these Terms excludes, restricts, or waives a right or remedy that cannot legally be excluded or waived under applicable consumer-protection, privacy, electronic-commerce, or other laws.

Where mandatory law conflicts with these Terms, mandatory law will prevail to the extent of the conflict.

The scope of your Services is limited to the package and add-ons identified in the Service Order.

Unless expressly stated otherwise:

• Services outside the selected package are not included.
• Additional volume is billed separately.
• Additional languages may be billed separately.
• Additional revision rounds may be billed separately.
• Urgent or accelerated delivery may require an additional fee.
• Work for additional brands, departments, clients, or accounts may require another package or workspace.
• Unused monthly deliverables do not automatically roll over.

Alayrix may recommend a package change where the Client’s requirements consistently exceed the purchased scope.

No package guarantees a particular level of impressions, followers, leads, sales, revenue, search ranking, engagement, or commercial outcome.

Unless the Service Order states otherwise, one “Content Piece” means one completed core deliverable in:

• One principal format
• One language
• One primary creative direction
• One intended content purpose

Examples may include:

• One social-media post
• One caption
• One article
• One blog
• One carousel
• One infographic
• One visual
• One video script
• One executive post
• One campaign message

The following may count as separate Content Pieces or additional work:

• A materially different version
• A different language
• A different target market
• A different content format
• A new creative direction
• Additional graphics
• Platform-specific versions requiring substantial rewriting
• A new topic introduced after drafting begins
• Major changes to an approved brief

Minor formatting adjustments for supported platforms may be included where identified in the Service Order.

The Client must complete Alayrix’s onboarding process and provide the information reasonably required to begin work.

This may include:

• Business and brand information
• Target audience
• Content objectives
• Tone and voice
• Products and services
• Competitors
• Brand guidelines
• Logos and approved media
• Previous content
• Content themes
• Restricted topics
• Approval contacts
• Platform information
• Publishing permissions
• Required disclaimers
• Legal or regulatory requirements

The Client must ensure that submitted information is complete, accurate, lawful, and current.

Alayrix is not responsible for delays or errors caused by incomplete, inaccurate, contradictory, or late information.

Payment alone does not necessarily start the production timeline.

Unless otherwise stated, production timelines begin after Alayrix has received:

• Confirmed payment
• A completed onboarding form
• Required brand materials
• Required account or platform access
• A sufficiently complete brief
• Identification of authorized approvers
• Any necessary legal or compliance instructions

Alayrix will notify the Client when the brief is sufficiently complete and the work has entered production.

The Client agrees to:

• Provide timely and accurate instructions.
• Provide lawful access to relevant platforms and systems.
• Designate an authorized decision-maker.
• Provide consolidated feedback.
• Review drafts carefully.
• Verify factual claims, names, dates, prices, statistics, quotations, and contact information.
• Identify industry-specific advertising, legal, regulatory, or disclosure requirements.
• Obtain consent from individuals appearing in or contributing to content.
• Ensure that Client Materials may legally be used.
• Protect login credentials and account access.
• Maintain appropriate backups of its records.
• Pay all fees when due.
• Avoid using the Services for unlawful, misleading, harmful, or abusive purposes.

The Client remains responsible for its products, services, business claims, regulatory compliance, and final published communications.

The Client must identify the people authorized to:

• Issue instructions
• Approve briefs
• Request changes
• Approve content
• Authorize publishing
• Approve additional charges
• Receive invoices and notices

Alayrix may rely on instructions and approvals received from an authorized representative.

The Client is responsible for promptly notifying Alayrix when an authorized representative changes.

Response time means the time within which Alayrix acknowledges a complete request and communicates the next action.

Response time is not the same as:

• Draft-delivery time
• Revision time
• Design time
• Localization time
• Publishing time
• Final completion time

Unless otherwise stated:

• Automated confirmation: immediately after successful submission
• Human acknowledgement: within one Business Day
• Initial onboarding review: ordinarily within one to two Business Days

Where purchased:

• Human acknowledgement within four Business Hours
• Priority review of questions and revision requests
• Priority placement within the applicable service queue

Where purchased and accepted by Alayrix:

• Human acknowledgement within two Business Hours
• Same-business-day review of complete requests received sufficiently early during Business Hours
• Priority placement within the applicable service queue

Dedicated Support may include:

• A named account contact
• A communication schedule
• Recurring status meetings
• Escalation procedures
• Custom response commitments
• A separate service-level agreement

Dedicated Support requires a custom Service Order.

Unless otherwise stated:

Monday to Friday, 9:00 a.m. to 5:00 p.m. Eastern Time, excluding Ontario statutory holidays.

Requests received outside Business Hours are treated as received at the beginning of the next Business Day.

Response commitments apply only to requests submitted through an approved channel, such as:

• Flowence
• The Alayrix client portal
• The designated service email
• The designated support channel
• Another channel confirmed in writing

Messages sent through personal social-media accounts, personal telephone numbers, or unauthorized channels do not begin the official response period.

Delivery timelines depend on:

• Package scope
• Content format
• Research requirements
• Number of languages
• Client responsiveness
• Revision requests
• Platform requirements
• Access availability
• Alayrix capacity
• External events or dependencies

Alayrix will provide an estimated schedule after the brief is confirmed.

Unless expressly described as a guaranteed deadline in a signed Service Order, delivery dates are reasonable estimates rather than strict guarantees.

Priority or Express Response does not automatically include faster content production. Rush delivery must be separately approved and priced.

If the Client delays:

• Onboarding
• Providing materials
• Granting access
• Giving feedback
• Approving content
• Paying an invoice
• Confirming required information

Alayrix may pause the Services and adjust the schedule.

A Client delay does not require Alayrix to preserve the original delivery date or production slot.

Where a Client remains inactive for more than ten Business Days, Alayrix may:

• Move the work to a later production window
• Place the order on hold
• Close completed stages
• Require a revised schedule
• Charge an agreed reactivation or rescheduling fee where significant remobilization is required

The number of included revision rounds is stated in the Service Order.

A “Revision Round” means one consolidated set of reasonable changes submitted at one time in response to a draft.

The Client should:

• Submit feedback through the designated review system.
• Consolidate feedback from all stakeholders.
• Avoid conflicting instructions.
• Provide specific and actionable comments.
• Submit feedback within five Business Days unless another period is agreed.

Included revisions generally cover reasonable changes within the approved brief.

The following are not included revisions and may be treated as new or additional work:

• Changing the approved topic
• Changing the target audience
• Changing the central message
• Changing the content format
• Replacing the approved creative direction
• Adding significant new research
• Rewriting approved content after business requirements change
• Reopening completed or approved work
• Combining conflicting feedback from multiple stakeholders
• Revising content because the Client supplied inaccurate information

Additional revisions require approval and may result in additional fees and revised delivery dates.

The Client is responsible for reviewing all deliverables before use or publication.

Approval may be given through:

• Flowence
• The Alayrix portal
• Email
• A written approval message
• Another approved system

Approval by an authorized representative is binding on the Client.

The Client must review:

• Factual accuracy
• Spelling and names
• Dates and contact information
• Prices and product descriptions
• Legal disclosures
• Industry compliance
• Intellectual-property concerns
• Cultural and linguistic appropriateness
• Platform suitability

Once content is approved:

• Alayrix may proceed with scheduling or publishing where authorized.
• Further changes may count as additional work.
• Alayrix is not responsible for an error the Client approved or failed to identify where Alayrix reasonably relied on Client-provided information.

Silence does not constitute final publishing approval unless the parties have expressly agreed to a standing-approval process.

Where publishing is included, the Client authorizes Alayrix to schedule or publish approved content to the accounts identified in the Service Order.

The Client represents that it:

• Owns or controls the applicable accounts.
• Has authority to grant publishing access.
• Has complied with applicable platform rules.
• Has obtained any required internal approvals.
• Will promptly revoke access when no longer required.

Alayrix will not knowingly publish unapproved content unless the parties have agreed in writing to a pre-approved publishing workflow.

The Client remains responsible for final account ownership, account security, community management, comments, customer responses, and platform activity that falls outside the Service Order.

The Services may rely on third-party platforms, including:

• Stripe
• Social-media platforms
• Cloud providers
• AI providers
• Email services
• Analytics services
• Scheduling systems
• Stock-media providers
• Collaboration and communication tools

Third-party platforms may:

• Change their APIs
• Change permissions or account requirements
• Restrict publishing
• Reject content
• Experience outages
• Suspend accounts
• Change pricing
• Change supported media types
• Change their terms and policies

Alayrix does not control third-party platforms and does not guarantee their uninterrupted availability.

The Client must comply with all applicable third-party terms.

Alayrix may modify a workflow, integration, or publishing method where required by a third-party platform.

Alayrix may use artificial-intelligence tools to assist with:

• Research support
• Ideation
• Drafting
• Rewriting
• Summarization
• Tone adjustment
• Content repurposing
• Translation support
• Image concepts
• Workflow efficiency

AI is used as a supporting tool and may be combined with human review.

The Client acknowledges that:

• AI-generated material may contain errors or omissions.
• AI outputs may not be unique.
• Similar outputs may be produced for other users.
• AI cannot replace final factual, legal, regulatory, or professional review.
• Human review reduces but does not eliminate all risk.
• The Client must approve content before publication.

The Client must not provide highly sensitive, confidential, regulated, or personal information for use with an AI tool unless:

• It is necessary for the Services.
• The Client is authorized to provide it.
• Appropriate protections have been agreed.
• Alayrix has confirmed the approved handling method.

The Client may request reasonable AI-use restrictions before production begins. Such restrictions may affect timing, pricing, and available services.

Localization may include adapting:

• Language
• Tone
• Expressions
• Cultural references
• Examples
• Imagery
• Market context
• Audience expectations
• Formatting
• Right-to-left presentation

Localization is not necessarily a word-for-word translation.

Unless included in the package:

• Each additional language may be charged separately.
• Each additional market may require additional review.
• Professional legal, certified, sworn, or technical translation is not included.
• Industry-specific terminology may require Client or specialist review.

The Client must review localized content or appoint an appropriately qualified reviewer where the content is technical, regulated, legal, medical, financial, or otherwise specialized.

“Client Materials” include information, content, files, logos, images, trademarks, recordings, instructions, data, access credentials, and other materials supplied by or for the Client.

The Client retains ownership of Client Materials.

The Client grants Alayrix a limited, non-exclusive licence to use, reproduce, adapt, process, store, and share Client Materials only as reasonably necessary to provide the Services.

The Client represents that it has all rights, permissions, and lawful authority required for Alayrix to use the Client Materials.

Alayrix may refuse materials that appear unlawful, infringing, deceptive, harmful, unsafe, or inconsistent with platform rules.

Subject to full payment, the Client will own the final approved deliverables specifically created for the Client, excluding:

• Alayrix Background Materials
• Third-party materials
• Licensed stock assets
• Software
• Fonts
• Templates
• General methods
• Workflows
• Prompts
• Systems
• Know-how
• Unused concepts
• Drafts not selected or paid for
• AI models and provider technology

“Alayrix Background Materials” means materials, tools, methods, templates, designs, processes, and intellectual property developed or owned by Alayrix independently of the Client engagement.

Alayrix grants the Client a perpetual, non-exclusive licence to use any Alayrix Background Materials embedded in a paid final deliverable to the extent necessary to use that deliverable.

No ownership transfers until all applicable fees have been paid.

Some deliverables may contain third-party materials, including:

• Stock photographs
• Stock video
• Music
• Fonts
• Icons
• Templates
• Platform assets
• AI-generated components
• Licensed software elements

Third-party materials remain subject to their applicable licences.

Alayrix will identify material restrictions where reasonably practicable, but the Client is responsible for complying with licence conditions communicated to it.

Where a transferable licence is unavailable, the Client receives only the usage rights permitted by the applicable third-party licence.

Alayrix will not publicly disclose confidential Client work or identify the Client as a customer without permission.

Alayrix may request written permission to display approved work, the Client’s name, logo, or testimonial in:

• Portfolios
• Case studies
• Presentations
• Award submissions
• Website materials
• Marketing materials

The Client may approve or decline such a request.

No portfolio right is granted by default merely because the Services were purchased.

Each party may receive non-public information belonging to the other party.

“Confidential Information” includes:

• Business plans
• Strategies
• Financial information
• Customer information
• Unpublished content
• Credentials
• Technical information
• Product information
• Pricing
• Internal communications
• Personal information
• Information marked or reasonably understood as confidential

Each party agrees to:

• Use Confidential Information only for the agreement.
• Protect it with reasonable care.
• Share it only with people who need it for the agreement.
• Ensure recipients are subject to appropriate confidentiality duties.
• Promptly notify the other party of a known unauthorized disclosure.

Confidential Information does not include information that:

• Is publicly available without breach
• Was lawfully known without confidentiality duties
• Is lawfully received from another source
• Is independently developed
• Must be disclosed by law

Where disclosure is legally required, the receiving party will provide reasonable notice where legally permitted.

These confidentiality obligations continue for three years after termination. Obligations concerning trade secrets and personal information continue for as long as required by applicable law.

Alayrix will handle personal information in accordance with its Privacy Policy and applicable privacy laws.

The Client acknowledges that personal information may be processed by approved service providers needed to deliver the Services, which may include:

• Payment providers
• Cloud providers
• Communication providers
• AI providers
• Social platforms
• Analytics services
• Professional advisers

The Client is responsible for:

• Having authority to provide personal information to Alayrix
• Obtaining required consent
• Providing required notices
• Limiting supplied data to what is reasonably necessary
• Avoiding unnecessary sensitive information

Alayrix will use reasonable safeguards appropriate to the nature and sensitivity of information it handles. No electronic system can be guaranteed to be completely secure.

Enterprise Clients may request a separate data-processing agreement where appropriate.

Payments may be processed through Stripe or another approved payment provider.

Where Stripe-hosted Checkout is used:

• Payment details are entered into Stripe’s payment interface.
• Stripe processes the transaction under its own terms and privacy practices.
• Alayrix may receive transaction identifiers, payment status, billing details, and limited payment information.
• Alayrix does not receive or store the full card number through the hosted Checkout process.

The Client authorizes Alayrix and its payment provider to charge:

• The amount due at purchase
• Applicable recurring subscription fees
• Approved add-ons
• Applicable taxes
• Other amounts expressly approved by the Client

All prices are displayed in the currency stated in the Service Order.

Unless expressly stated otherwise:

• Taxes are additional.
• Stripe or Alayrix may calculate taxes based on billing information.
• The Client is responsible for taxes, duties, or government charges applicable to the purchase.
• Alayrix will not add undisclosed mandatory non-government fees after the Client commits to the displayed purchase.

The Client must provide accurate billing and tax information.

After successful payment, Alayrix or its payment provider will provide electronically, as applicable:

• Payment confirmation
• Order reference
• Service Order summary
• Invoice or receipt
• Billing frequency
• Renewal information
• Terms version
• Onboarding instructions

The Client should promptly review the confirmation and report any discrepancy.

Invoices and receipts will be delivered to the billing email address provided by the Client.

Unless a different term is stated in the Service Order, each recurring Alayrix managed-service package begins on the date the first successful payment is confirmed and continues for an initial period equal to the selected billing cycle.

For a monthly package, the initial subscription term is one month. For an annual package, the initial subscription term is twelve months.

At the end of the initial term, the subscription automatically renews for successive periods equal to the original billing cycle unless the Client cancels before the next renewal charge is processed. Where a package is sold as a recurring service:

• The subscription renews automatically at the billing interval shown in the Service Order.
• The payment method will be charged on or near the renewal date.
• The renewal price includes the package and recurring add-ons.
• Taxes may be added.
• Renewal continues until cancelled.

The Client may cancel a month-to-month package at any time. Cancellation becomes effective at the end of the current paid billing period. The Client will continue to have access to the applicable Services through the end of that period, subject to these Terms.

Where a Service Order states a minimum commitment, fixed service period, pilot period, promotional period, or custom contract term, the duration stated in the Service Order will apply.

The Client is responsible for maintaining a valid payment method and current billing information.

Alayrix will not materially change a recurring fee without providing notice where required by the agreement or applicable law.

If a payment fails:

• Alayrix or Stripe may retry the payment.
• The Client may receive a payment-failure notice.
• The Client must update its payment method.
• New work may be paused.
• Publishing activity may be paused.
• Delivery dates may be adjusted.
• Access to service-related workspaces may be restricted where permitted.

Alayrix may provide a grace period, but is not required to continue performing unpaid Services.

The Client remains responsible for fees incurred before suspension or termination.

The Client may cancel a recurring package at any time through:

• The applicable account or billing settings
• The Stripe customer portal, where available
• Written notice to services@alayrix.com

Cancellation becomes effective at the end of the current paid billing period, provided the cancellation is completed before the next renewal charge is processed.

After cancellation:

• The next renewal will not be charged.
• Current-period Services may remain active until the period ends.
• No new Services will begin after the effective cancellation date.
• Work completed or started during the paid period remains chargeable.
• Outstanding invoices remain payable.
• Unused deliverables are not refundable or transferable unless mandatory law requires otherwise.
• Add-ons end with the base package unless otherwise stated.

The Client should download any required materials before access ends.

Because Alayrix provides customized professional services, payments are generally non-refundable once Alayrix has begun:

• Onboarding
• Research
• Strategy
• Planning
• Writing
• Editing
• Localization
• Design
• Production
• Publishing preparation
• Reserved service capacity

Where work has not begun, Alayrix may review a refund request on a case-by-case basis.

Any approved refund may be reduced by:

• Work already performed
• Non-refundable third-party costs
• Payment-processing costs where legally permitted
• Approved expenses

Nothing in this section limits a refund or cancellation right that cannot legally be excluded.

The Client may request an upgrade or downgrade.

Upgrades may take effect:

• Immediately
• At the next billing period
• On another agreed date

Downgrades ordinarily take effect at the next billing period.

A downgrade does not entitle the Client to a refund for the current period.

Changes may affect:

• Content quantity
• Revision allowance
• Platforms
• Languages
• Response level
• Workspace access
• Support
• Delivery schedule

Alayrix may suspend or refuse Services where reasonably necessary because of:

• Non-payment
• Fraud or suspected fraud
• Unlawful instructions
• Infringing materials
• Hate, harassment, threats, or abusive conduct
• Misleading or deceptive content
• Platform-policy violations
• Security concerns
• Unauthorized access
• Repeated scope abuse
• Failure to provide required information
• Risk to Alayrix, its staff, customers, or service providers
• A legal or regulatory requirement

Where reasonably practicable, Alayrix will provide notice and an opportunity to address the issue.

The Client must not use the Services to create, promote, publish, or distribute content that:

• Is unlawful
• Is fraudulent or materially misleading
• Infringes intellectual-property rights
• Violates privacy or publicity rights
• Contains unauthorized personal information
• Promotes violence, exploitation, or illegal activity
• Harasses, threatens, or defames
• Impersonates another person deceptively
• Violates advertising or platform rules
• Contains malicious code
• Attempts to manipulate systems or accounts
• Creates unreasonable safety, legal, or reputational risk

Alayrix may request evidence supporting a claim before creating or publishing it.

Unless expressly agreed in writing, Alayrix does not provide:

• Legal advice
• Medical advice
• Financial advice
• Investment advice
• Tax advice
• Regulatory certification
• Professional compliance approval

Clients in regulated industries must arrange appropriate professional review.

The Client is responsible for required disclaimers, approvals, licences, substantiation, and regulatory compliance.

Alayrix will perform the Services with reasonable professional care.

However, Alayrix does not guarantee:

• Engagement
• Impressions
• Followers
• Leads
• Sales
• Revenue
• Conversion rates
• Media coverage
• Search-engine rankings
• Platform approval
• Viral distribution
• Audience response
• Business growth

Content performance depends on factors outside Alayrix’s control, including market conditions, platform algorithms, audience behaviour, product quality, advertising spend, competition, and Client actions.

Alayrix warrants that it will perform the Services in a professional and workmanlike manner consistent with the accepted Service Order.

If the Client believes Services materially fail to meet this warranty, the Client must notify Alayrix within ten Business Days of delivery and provide sufficient detail.

Where a valid claim is confirmed, Alayrix’s first remedy may be to:

• Correct the affected work
• Reperform the affected Service
• Provide a reasonable service credit
• Provide another remedy agreed in writing

Except for express warranties in the agreement, the Services and deliverables are provided to the maximum extent permitted by law without other express or implied warranties.

The Client must promptly notify Alayrix of a third-party claim concerning a deliverable.

Alayrix may, at its option:

• Modify the affected deliverable
• Replace the affected material
• Obtain appropriate usage rights
• Remove the affected material
• Refund the fee reasonably attributable to the affected deliverable

This section does not apply where a claim arises from:

• Client Materials
• Client instructions
• Client modifications
• Use outside the approved purpose
• Combining the deliverable with other materials
• Continued use after notice of a claim
• Third-party materials disclosed to the Client

To the maximum extent permitted by law, the Client will defend and indemnify Alayrix and its personnel against third-party claims, damages, liabilities, penalties, and reasonable legal costs arising from:

• Client Materials
• Client-supplied claims or information
• The Client’s products or services
• The Client’s unlawful instructions
• Unauthorized use of personal information
• Intellectual-property infringement caused by Client Materials
• The Client’s breach of platform rules
• The Client’s publication or use of content after approval
• The Client’s breach of these Terms

This obligation does not apply to the extent a claim was caused by Alayrix’s fraud, wilful misconduct, or gross negligence.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of profits, revenue, opportunities, goodwill, or anticipated savings.

To the maximum extent permitted by law, Alayrix’s total aggregate liability arising from the Services will not exceed the greater of:

• The fees paid by the Client for the affected Service during the three months immediately before the event giving rise to the claim; or
• The fees paid for the affected one-time project

This limitation does not apply where liability cannot legally be limited, including liability arising from fraud or wilful misconduct.

These Terms begin when accepted and continue while Alayrix provides Services.

Either party may terminate a custom engagement for a material breach if:

• Written notice describes the breach; and
• The breach is not corrected within ten Business Days, where correction is reasonably possible

Alayrix may terminate immediately for:

• Fraud
• Illegal activity
• Serious security risk
• Abuse or threats
• Intentional infringement
• Material non-payment
• Conduct that creates material legal or reputational risk

Termination does not affect:

• Accrued payment obligations
• Ownership provisions
• Confidentiality
• Privacy obligations
• Liability limitations
• Indemnities
• Dispute provisions
• Other terms intended to survive

Alayrix is an independent contractor.

Nothing in the agreement creates:

• An employment relationship
• A partnership
• A joint venture
• A fiduciary relationship
• An agency relationship

Neither party may bind the other except where expressly authorized.

Alayrix may use employees, contractors, specialists, translators, designers, technology providers, and subprocessors to perform the Services.

Alayrix remains responsible for managing its service providers in accordance with the agreement.

Alayrix may replace a service provider where reasonably necessary.

Neither party is responsible for delay or failure caused by circumstances beyond its reasonable control, including:

• Natural disasters
• Fire
• Flood
• Severe weather
• War or civil unrest
• Labour disruption
• Government action
• Internet or power failure
• Cyberattack
• Platform outage
• API restriction
• Payment-system outage
• Public-health emergency
• Failure of a critical third-party provider

The affected party will make reasonable efforts to reduce the effect and resume performance.

Payment obligations for Services already provided are not excused.

Formal notices may be sent electronically.

Notices to Alayrix should be sent to:

• Legal notices: services@alayrix.com
• Billing: services@alayrix.com
• Services: services@alayrix.com
• Registered address: Ottawa, Canada

Notices to the Client will be sent to the email or address provided in the order.

A notice is considered received when delivered electronically, unless the sender receives a delivery-failure notification.

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws principles.

The parties will first attempt in good faith to resolve a dispute through direct discussion.

If the dispute is not resolved, the parties may agree to mediation.

Unless mandatory law provides otherwise, the courts located in Ontario will have jurisdiction over disputes arising from the agreement.

Nothing in this section prevents either party from seeking urgent injunctive relief or using a lawful small-claims process.

Alayrix may improve, modify, replace, or discontinue a service method, workflow, provider, or tool where reasonably necessary.

Alayrix will not materially reduce a paid package during the current billing period without:

• Providing a reasonable alternative
• Offering a proportionate credit
• Obtaining the Client’s agreement
• Providing another legally appropriate remedy

Third-party integrations may change without Alayrix’s control.

Alayrix may update these Terms to reflect:

• Legal changes
• Regulatory requirements
• Service changes
• Security requirements
• Payment changes
• Operational improvements

Material changes affecting an active recurring service will be communicated within a reasonable period before taking effect where required.

Changes do not retroactively alter completed work or previously accrued payment obligations.

Continued purchase or use after the effective date may constitute acceptance of updated Terms, subject to applicable law.

The Client may not assign the agreement without Alayrix’s written consent, except as part of a bona fide merger, acquisition, or sale of substantially all relevant business assets.

Alayrix may assign the agreement to an affiliate or successor in connection with a corporate reorganization, merger, financing, acquisition, or sale of business assets, provided the assignee assumes the relevant obligations.

If a provision is found invalid or unenforceable, it will be modified to the minimum extent necessary or removed.

The remaining provisions will continue in effect.

A failure or delay in enforcing a right is not a waiver of that right.

A waiver must be in writing and applies only to the specific matter identified.

The agreement documents described in Section 2 constitute the entire agreement concerning the Services.

They replace prior oral or written discussions concerning the same subject.

No additional term is binding unless accepted in writing by authorized representatives.

The Client agrees to receive:

• Agreements
• Order confirmations
• Invoices
• Receipts
• Renewal notices
• Service communications
• Legal notices

electronically.

Checking the acceptance box and clicking the payment button constitutes the Client’s electronic acceptance and signature.

Alayrix should store:

• The accepted Terms version
• The acceptance date and time
• The Service Order
• The selected package
• Add-ons
• Response level
• Price
• Billing frequency
• Customer email
• Stripe transaction or session identifier
• The acceptance record

Questions concerning these Terms may be sent to:

Alayrix

Aashaz Technology Inc.

Ottawa, Canada

Email: services@alayrix.com

Service inquiries: services@alayrix.com

Website: www.alayrix.com