Subject to the terms of this Agreement and payment of applicable fees, Concoct grants you a non-exclusive, non-transferable, limited license to access and use the Concoct platform during your subscription term, solely for your internal business operations.

You agree not to:

• Sublicense, resell, or make the platform available to any third party
• Reverse engineer, decompile, or disassemble the platform
• Modify, copy, or create derivative works of the platform
• Use the platform for any unlawful purpose or in violation of applicable law
• Store or transmit malicious code or content that infringes third-party rights
• Attempt to gain unauthorized access to the platform or related systems
• Exceed the usage limits of your selected subscription plan

You are responsible for all activity under your account and for ensuring that your users comply with this Agreement.

Monthly plans commence on the date of purchase and renew automatically each month until cancelled. Cancellation takes effect at the end of the current billing period — no prorated refunds are provided.

Annual plans renew automatically each year. Cancellations made within 30 days of a renewal date are eligible for a prorated refund of unused months. No refund is provided after 30 days.

Managed service plans require 30 days written notice for cancellation.

You may cancel at any time through account settings or by contacting support@concoct.ca.

Fees are set out in the current Concoct pricing schedule or your agreed Order Form, and are exclusive of applicable taxes. Payment is due in advance. You authorize Concoct to charge your payment method on file for recurring fees and any usage-based overages.

Invoices not paid within 10 days of the due date will incur a late fee of 1.5% per month (18% annually). Concoct may suspend access if payment is more than 15 days overdue, with 5 days advance notice.

Concoct may change subscription fees with 60 days written notice. Monthly subscribers will see the new rate at their next renewal after the notice period. Annual subscribers are grandfathered at their contracted rate until their next renewal.

You retain all ownership of the data you submit to the Concoct platform. We do not claim any ownership of your data. We process your data solely to provide the platform and services under this Agreement.

You may export your data at any time through the platform. Upon cancellation, your data is retained for 90 days to allow export, then deleted. We will confirm deletion in writing upon request.

Data handling is governed by our Privacy Policy, which is incorporated into this Agreement by reference.

The Concoct platform — including all software, documentation, and related materials — is and remains the exclusive intellectual property of Concoct Inc. This Agreement does not transfer any ownership of the platform to you.

If you provide feedback, suggestions, or ideas about the platform, you grant Concoct a royalty-free, perpetual, irrevocable license to use that feedback without compensation or obligation.

Each party agrees to keep confidential the other party's non-public, proprietary information and not to disclose it to third parties without prior written consent, except as required by law. This obligation survives termination for 3 years.

Concoct warrants that the platform will perform materially in accordance with its documentation under normal use. Your sole remedy for breach of this warranty is for Concoct to use commercially reasonable efforts to correct the non-conformity.

Except as expressly stated above, the platform is provided “as is” without warranty of any kind. Concoct disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or goodwill, arising from or related to this agreement, even if advised of the possibility of such damages.

Concoct's total cumulative liability arising from or related to this Agreement shall not exceed the total fees paid by you in the 12 months preceding the claim.

You will indemnify, defend, and hold harmless Concoct and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including legal fees) arising from: (a) your breach of this Agreement; (b) your data; or (c) your use of the platform in violation of applicable law.

Either party may terminate this Agreement upon the notice periods described in Section 2. Either party may terminate immediately if the other materially breaches this Agreement and fails to cure within 30 days of written notice.

Concoct may suspend your access without notice if your payment is overdue by more than 15 days (with prior 5-day notice), if your use poses a security risk, or if required by law.

Sections 4 (Your Data), 5 (IP), 6 (Confidentiality), 7 (Warranties), 8 (Liability), 9 (Indemnification), and 11 (General) survive termination.

Governing law. This Agreement is governed by the laws of the Province of British Columbia, Canada, without regard to conflict of law principles.

Disputes. The parties will attempt to resolve disputes through good-faith negotiation. If unresolved within 30 days, disputes will be submitted to binding arbitration under the rules of the ADR Institute of Canada.

Amendments. Concoct may update this Agreement with 30 days notice. Continued use of the platform after the effective date constitutes acceptance of the updated terms.

Assignment.You may not assign this Agreement without Concoct's written consent. Concoct may assign in connection with a merger, acquisition, or sale of substantially all assets.

Entire agreement. This Agreement, together with our Privacy Policy and any Order Form, constitutes the entire agreement between the parties and supersedes all prior agreements regarding the subject matter herein.