AuConsole Beta / Early-Access Confidentiality & Non-Disclosure Agreement (Canada)

Version 2026-07-02 — Effective July 2, 2026

Click-Through Acceptance Recital

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE AUCONSOLE BETA.

This Beta / Early-Access Confidentiality and Non-Disclosure Agreement (this "Agreement") is a binding legal contract between AuConsole, a [GOVERNING PROVINCE — e.g., Ontario] [entity type, e.g., corporation] ("AuConsole"), and the individual or entity accepting it ("you").

How this Agreement is accepted. You accept this Agreement only by an affirmative act of assent — clicking the "I Agree" button (or a substantially similar, clearly labeled control) or checking the acceptance checkbox presented at signup for the AuConsole beta or early-access program (the "Beta Program"), in each case after the full text of this Agreement has been made available to you through a conspicuous, adjacent, working means of review. Accessing, installing, browsing, or using any part of the Beta Program does not, by itself, constitute acceptance; only the affirmative act described in this paragraph does, and AuConsole gates access to the Beta Program behind it. By taking that affirmative act, you acknowledge that you have read, understood, and agree to be bound by this Agreement, and you represent that you are at least the age of majority in your province or territory of residence and are authorized to enter into this Agreement on behalf of yourself and any organization you represent. If you do not agree, do not click "I Agree," do not check the acceptance box, and do not access or use the Beta Program.

Language / Langue (Quebec residents). If you are located or resident in Quebec, a French-language version of this Agreement is made available to you before you are asked to accept it. By choosing to proceed in English, you confirm that the French version was made available for your examination and that it is your express wish that this Agreement, and all related documents, be drawn up in English only. [French version available at / on request: [FRENCH VERSION LINK OR CONTACT]]. *(Vous avez expressément demandé que le présent contrat et tous les documents qui s'y rattachent soient rédigés en anglais, après que la version française vous a été remise.)*

Consideration. In exchange for your promises in this Agreement, AuConsole will provide you access to the Beta Program from your acceptance until your participation ends as provided in Section 7.1 (Term; Termination) — that is, until you withdraw, AuConsole removes you, or AuConsole discontinues the Beta Program, in each case on written notice. That access, together with the mutual promises in this Agreement, is the bargained-for consideration for this Agreement, the sufficiency of which each party acknowledges. Beta Program access does not include access to internal Data Strategy materials (Section 1.1(c)) unless you also accept the Data Strategy Supplement described in Section 2.6. Your confidentiality obligations attach only to Confidential Information you actually receive, view, access, or observe.

Scope. This Agreement is one-way: it protects AuConsole's Confidential Information. It is a confidentiality agreement, not a non-compete; Section 13.6 (Not a Non-Compete; General Skills Preserved) states the limits of what this Agreement restricts.

AuConsole records evidence of each acceptance as described in Section 14 (Acceptance Record).

1. Definitions

1.1 "Confidential Information" means any and all non-public information disclosed or made available by or on behalf of AuConsole to you, or observed or accessed by you, in connection with the Beta Program, whether disclosed before or after the date of acceptance, in any form (oral, visual, written, electronic, on-screen, or otherwise), that is either (i) marked or identified as "confidential" or "proprietary," or (ii) of a type that a reasonable person in your position would understand to be confidential or proprietary from the nature of the information or the circumstances of its disclosure or access. Confidential Information does not include your general skills, knowledge, and experience of the kind ordinarily used by professionals in the industrial CMMS, building-automation, and facilities-management field (see Section 13.6). You and AuConsole agree that the following AuConsole-specific categories are of a type a reasonable person in your position would understand to be confidential, and are therefore Confidential Information under clause (ii) of this Section 1.1 whether or not marked:

(a) Existence and nature of the Beta Program. The existence, scope, features, timing, and terms of the Beta Program, and the fact of your participation in it. Section 7 (Term; Termination; GA Sunset) governs when this category ceases to be Confidential Information.

(b) Source code and system architecture. All source code, object code, APIs, data schemas, and system architecture, including without limitation AuConsole's dual PostgreSQL + TimescaleDB data architecture, its row-level-security (RLS) multi-tenancy model, its offline synchronization engine, its semantic and lexical search subsystems, and its facility-map "digital twin" functionality, together with all algorithms, data structures, and implementation details thereof. The specific implementations, configurations, and non-public design and integration details of these systems are Confidential Information even where the general category of technology is publicly known.

(c) Data-classification and data-productization / monetization strategy — designated highly sensitive; treated as a Trade Secret to the extent it satisfies Section 1.2. AuConsole's Layer 1 / Layer 2 / Layer 3 data-classification model; its data-productization, aggregation, and monetization strategy; its de-identification and aggregation methods; its k-anonymity thresholds and techniques; its benchmarking and comparative-analytics models; and its third-party data-licensing program (collectively, the "Data Strategy"). The Data Strategy is among AuConsole's most sensitive material and is subject to the survival rule in Section 11.3 and the heightened-access controls in Section 2.6.

(d) Pre-release and roadmap information. All pre-release, alpha, beta, and unreleased features, functionality, product designs, user experience (UX) and interface designs, prototypes, mockups, product roadmap, planned releases, and development plans.

(e) Security information. AuConsole's security architecture, threat models, penetration-test and vulnerability-assessment findings and reports, infrastructure and deployment details, and any secrets, credentials, keys, or access tokens. Any security vulnerability or finding you discover in connection with the Beta Program is AuConsole's Confidential Information; you will report it under Section 3.4 and will not publicly disclose it except as coordinated with AuConsole or as protected under Section 12 (Protected Lawful Disclosures).

(f) Business information. Business terms, pricing, financial information, marketing plans, and customer, prospect, pilot, and reference lists.

(g) Pilot and customer data. Any pilot-customer, tenant, or third-party facility data, telemetry, sensor readings, energy data, work-order or maintenance data, personal information, or other data that you view, access, or process during the Beta Program.

(h) Testing artifacts. Test results, performance data, error and bug reports, and analyses of the Beta Program or the software, whether generated by AuConsole or by you. Artifacts you generate are Confidential Information for purposes of the disclosure and use restrictions of this Agreement; ownership of Feedback, including such artifacts, is addressed by the assignment in Section 4 (Feedback).

1.2 "Trade Secret" means any Confidential Information that in fact qualifies as confidential information protectable at law in Canada — that is, information that (i) is confidential (has the necessary quality of confidence and is not public knowledge), (ii) derives actual or potential economic value from not being generally known to, and not being readily ascertainable by proper means by, persons who can obtain economic value from its disclosure or use, and (iii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. AuConsole treats the Data Strategy (Section 1.1(c)), the non-public specifics of its source code and system architecture (Section 1.1(b)), and its proprietary algorithms as Trade Secrets and applies the secrecy measures described in Section 2.6. Such information is protected by the common-law action for breach of confidence (as recognized by the Supreme Court of Canada in Lac Minerals Ltd. v. International Corona Resources Ltd. and the test adopted from Coco v. A.N. Clark (Engineers) Ltd.), by breach of any fiduciary duty, by breach of this Agreement, and, where applicable, by section 391 of the Criminal Code (Canada); and, in Quebec, by the duty of good faith and confidentiality under the Civil Code of Québec (including articles 1375 and 2088). Whether any particular information is a Trade Secret is determined by its actual satisfaction of this test, not by any designation in this Agreement.

1.3 "General Availability" or "GA" means the date on which AuConsole first makes the applicable AuConsole product generally commercially available to the public on a non-beta, non-early-access basis. AuConsole may designate GA in writing (including by public announcement), and different features or modules may reach GA on different dates.

1.4 Exclusions from Confidential Information. Confidential Information does not include information within any of the following exclusions. For the exclusions in Sections 1.4(b) through 1.4(d), you bear the burden of demonstrating the exclusion by contemporaneous written records; the GA sunset in Section 7 operates independently of this Section 1.4 and carries no record-keeping burden. Information is excluded if it:

(a) is or becomes generally available to the public other than as a result of any act or omission, in breach of this Agreement, by you or by any person acting on your behalf;

(b) was rightfully known to you, without any obligation of confidentiality, prior to its disclosure by AuConsole;

(c) is rightfully received by you from a third party who was lawfully in possession of the information and under no obligation of confidentiality to AuConsole with respect to it; or

(d) is independently developed by you or on your behalf by persons who had no access to the Confidential Information, without any use of and without reference to or reliance on any Confidential Information.

Limits on the exclusions. The exclusions in this Section 1.4 do not apply to personal information or to any information the disclosure of which is restricted by applicable privacy or data-protection law. The independent-development exclusion in Section 1.4(d) does not apply to Trade Secrets, the Data Strategy (Section 1.1(c)), source code (Section 1.1(b)), or AuConsole's de-identification, aggregation, and k-anonymity methods and thresholds; information you or your personnel obtained access to under this Agreement may not be reconstructed and then characterized as independently developed. A combination of features or information is not excluded merely because its individual elements are within an exclusion, unless the combination itself is within an exclusion.

2. Confidentiality Obligations

2.1 Non-disclosure. You will hold all Confidential Information in strict confidence and will not disclose, publish, or disseminate any Confidential Information to any third party, except as expressly permitted in this Agreement.

2.2 Non-use. You will use Confidential Information solely for the purpose of participating in and evaluating the Beta Program in accordance with AuConsole's instructions (the "Permitted Purpose"), and for no other purpose. You will not use Confidential Information for your own benefit or for the benefit of any third party.

2.3 Standard of care. You will protect Confidential Information using at least the same degree of care you use to protect your own confidential information of like importance, and in no event less than a reasonable degree of care.

2.4 Need-to-know. If you are an entity, you may disclose Confidential Information only to your employees and contractors who have a need to know it for the Permitted Purpose, who have been informed of its confidential nature, and who are bound by written obligations of confidentiality at least as protective as this Agreement. You are responsible for any breach of this Agreement by such persons.

2.5 Compelled disclosure. If you are required by law, regulation, or valid legal process to disclose Confidential Information, you may do so only to the extent required, provided that (to the extent legally permitted) you give AuConsole prompt prior written notice and reasonable cooperation so that AuConsole may seek a protective order or other remedy. Compelled disclosure does not otherwise strip the information of its confidential status. This Section 2.5 does not restrict any Protected Lawful Disclosure under Section 12, and no prior notice to AuConsole is required for a Protected Lawful Disclosure.

2.6 Affirmative safeguards. In addition to the foregoing, you will:

(a) store Confidential Information only within AuConsole-approved systems and the systems you use to participate in the Beta Program, and not export or copy it to uncontrolled locations;

(b) encrypt at rest all local, cached, and offline-synced copies of Confidential Information on any device within your control;

(c) restrict access to Confidential Information to the specific individuals permitted under Section 2.4, and maintain a record of those individuals sufficient to identify them on AuConsole's reasonable request; and

(d) not screenshot, screen-record, photograph, or otherwise capture Data Strategy materials (Section 1.1(c)) or source code (Section 1.1(b)), except as expressly authorized in writing by AuConsole for the Permitted Purpose.

Heightened access to Data Strategy materials. AuConsole provides access to internal documentation or other materials comprising the Data Strategy (Section 1.1(c)), if at all, only after you accept a separate, individually logged acknowledgment of heightened handling obligations (the "Data Strategy Supplement"). The Data Strategy Supplement is executed under, supplements, and forms part of this Agreement; if it conflicts with this Agreement, the Data Strategy Supplement controls as to Data Strategy materials. This gate applies to internal Data Strategy documentation and materials; it does not restrict your ordinary use of product features visible in the Beta Program. Your general acceptance of this Agreement does not, by itself, grant access to Data Strategy materials.

3. Beta-Specific Covenants

3.1 No reverse engineering. You will not, and will not permit any third party to, reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive or reconstruct the source code, architecture, algorithms, or underlying ideas of the Beta Program or any AuConsole software, except to the extent, and only for the purposes, expressly permitted by section 30.61 of the Copyright Act (Canada) (reproduction of a computer program for the sole purpose of obtaining information to make it interoperable with another program), the technological-protection-measure interoperability exception in section 41.12 of the Copyright Act (Canada), or other applicable law that cannot be excluded by contract. For clarity, those statutory exceptions are narrow: they do not authorize reverse engineering to extract or reconstruct Confidential Information or Trade Secrets for competitive purposes, and they do not override your non-use and non-disclosure obligations under this Agreement with respect to non-copyright Confidential Information.

3.2 No competitive benchmarking or competitive use. You will not use the Beta Program, or any Confidential Information, to build, improve, or assist in building a competing product or service, or for the benefit of any competitor of AuConsole. You will not publish, disclose, or otherwise disseminate any benchmark, performance, comparison, or competitive-analysis results relating to the Beta Program that reveal or are derived from Confidential Information. Section 13.6 states the limits of this restriction.

3.3 No public disclosure of confidential program details. You will not, without AuConsole's prior written consent, make any public statement, publication, screenshot, screen recording, demonstration, social-media post, article, review, or other public disclosure that reveals Confidential Information — including the not-yet-public features, UX, designs, roadmap, or implementation details of the Beta Program — or that discloses that AuConsole is developing any feature that has not been publicly released. This Section 3.3 does not prohibit: (a) after GA of a given feature, honest public statements about, or reviews of, the publicly released feature, to the extent they do not reveal Confidential Information; or (b) truthful statements about the fact of your participation in the Beta Program once that fact has ceased to be Confidential Information under Section 7.2. Nothing in this Section 3.3 restricts any Protected Lawful Disclosure under Section 12.

3.4 Compliance and cooperation. You will use the Beta Program only as authorized, will not attempt to circumvent access controls or the multi-tenancy or row-level-security boundaries, will comply with the re-identification prohibition in Section 10 (Privacy, Pilot Data, and Re-Identification), and will promptly report to AuConsole any suspected security vulnerability, breach, or unauthorized disclosure of Confidential Information of which you become aware.

4. Feedback

4.1 Feedback. "Feedback" means any suggestions, comments, ideas, improvements, bug reports, test results, feature requests, evaluations, analyses, or other feedback or testing artifacts you provide or generate relating to the Beta Program or any AuConsole product. Feedback does not include your separately developed materials or intellectual property that exist independently of, and are not created in the course of, your participation in the Beta Program ("Your Pre-Existing Materials"), and nothing in this Section 4 assigns or licenses Your Pre-Existing Materials except to the limited extent they are actually embodied in Feedback you choose to provide.

4.2 Assignment of Feedback. You hereby irrevocably assign to AuConsole all right, title, and interest, including all intellectual property rights, in and to all Feedback. You further waive, in whole and unconditionally in favour of AuConsole and its successors, assignees, and licensees, all moral rights you may have in any Feedback under the Copyright Act (Canada) or any comparable law, to the fullest extent permitted by law (moral rights being waivable, though not assignable, in Canada). To the extent any Feedback or any right therein is not assignable, you grant AuConsole a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, distribute, make, have made, and otherwise exploit that Feedback, and to incorporate it into AuConsole's products and services, for any purpose, without any obligation of compensation, attribution, accounting, or confidentiality to you. You covenant not to assert, and not to authorize any third party to assert, any patent or other intellectual property right arising from or embodied in Feedback against AuConsole or its customers, successors, or licensees with respect to AuConsole's products or services.

4.3 No tester rights. AuConsole's use of Feedback creates no ownership, license-back, or other rights in you, and AuConsole is free to develop features that may be similar to or competitive with any Feedback. For clarity, this Section 4 does not transfer ownership of Your Pre-Existing Materials, which you retain subject to any license actually granted under Section 4.2.

5. Beta Software Provided "AS IS"; No Warranty; Possible Data Loss

5.1 PRE-RELEASE / AS-IS. YOU ACKNOWLEDGE THAT THE BETA PROGRAM IS PRE-RELEASE, EARLY-ACCESS SOFTWARE THAT IS PROVIDED "AS IS" AND "AS AVAILABLE," IS NOT A FINISHED PRODUCT, AND IS KNOWN TO CONTAIN BUGS, ERRORS, DEFECTS, AND INSTABILITY.

5.2 NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUCONSOLE DISCLAIMS ALL WARRANTIES AND LEGAL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NOTHING IN THIS AGREEMENT EXCLUDES, RESTRICTS, OR MODIFIES ANY WARRANTY, CONDITION, RIGHT, OR REMEDY THAT APPLICABLE LAW PROVIDES AND THAT MAY NOT LAWFULLY BE EXCLUDED, RESTRICTED, OR MODIFIED.

5.3 POSSIBLE DATA LOSS — NOT A SYSTEM OF RECORD. YOU ACKNOWLEDGE AND AGREE THAT BETA DATA — INCLUDING ANY CMMS, WORK-ORDER, MAINTENANCE, TELEMETRY, SENSOR, ENERGY, OR FACILITY DATA — MAY BE LOST, RESET, CORRUPTED, OR DELETED AT ANY TIME, AND THAT THE BETA PROGRAM MAY EXPERIENCE DOWNTIME OR OUTAGES. YOU MUST NOT RELY ON THE BETA PROGRAM AS A SYSTEM OF RECORD OR FOR ANY PRODUCTION, SAFETY-CRITICAL, OR MISSION-CRITICAL PURPOSE, AND YOU ARE RESPONSIBLE FOR MAINTAINING INDEPENDENT BACKUPS OF ANY DATA YOU CANNOT AFFORD TO LOSE.

5.4 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUCONSOLE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF DATA, PROFITS, REVENUE, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATING TO THE BETA PROGRAM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AUCONSOLE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BETA PROGRAM WILL NOT EXCEED [AGGREGATE LIABILITY CAP] (in Canadian dollars). THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 5 APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW AND DO NOT LIMIT ANY LIABILITY THAT CANNOT LAWFULLY BE LIMITED.

5.5 No obligation to release. Except for the access commitment stated in the Consideration paragraph of the Acceptance Recital, AuConsole may modify, suspend, or discontinue the Beta Program or any feature at any time in its sole discretion, and has no obligation to continue the Beta Program, to develop, complete, or release any feature, or to make any product generally available.

6. Ownership

As between you and AuConsole, AuConsole owns all right, title, and interest in and to the Beta Program, the Confidential Information originated by or for AuConsole, all intellectual property in each of the foregoing, and Feedback as assigned under Section 4. Pilot-customer, tenant, third-party, and personal information described in Section 1.1(g) remain the property of, or under the control of, the relevant customers, third parties, or individuals, and are protected under this Agreement as Confidential Information entrusted to AuConsole. No license or other right is granted to you except the limited right to use the Beta Program for the Permitted Purpose during your participation. All rights not expressly granted are reserved.

7. Term; Termination; GA Sunset

7.1 Term and termination. This Agreement takes effect as to you upon your acceptance and continues until your participation in the Beta Program ends; Section 11 (Survival) governs which obligations continue after that. Your participation ends upon the first of: (a) your withdrawal from the Beta Program by written notice to AuConsole; (b) AuConsole's removal of you from the Beta Program by written notice to you; or (c) AuConsole's discontinuation of the Beta Program by written notice to participants.

7.2 GA sunset. Upon GA of a given feature or product, the general nature and externally observable, publicly disclosed behavior of that released feature or product automatically cease to be Confidential Information. The existence and general nature of the Beta Program, and the fact of your participation in it, automatically cease to be Confidential Information upon the earlier of AuConsole's public disclosure of the Beta Program or the first GA of the applicable product. If AuConsole wishes to continue protecting any specific still-non-public implementation detail of a released feature, AuConsole bears the burden of identifying that detail with particularity. This sunset operates automatically, independently of the exclusions in Section 1.4 and without any record-keeping burden on you, and this Section 7 controls over Sections 1 and 3 on any question of what ceases to be Confidential Information at GA.

7.3 What the sunset never reaches. The GA sunset reaches only a released feature's public existence and its externally observable, publicly disclosed characteristics; it never reaches (a) source code, object code, architecture, algorithms, data structures, schemas, non-public configurations, or other implementation details, (b) Trade Secrets, (c) still-unreleased features and roadmap information, which remain Confidential Information until actually released, (d) personal information and pilot data, or (e) security information. Information that does not in fact become public at GA remains Confidential Information.

7.4 Confirmation of post-GA status. You may request from AuConsole, in writing, confirmation of whether specified information regarding a GA-released feature remains Confidential Information, and AuConsole will respond within [thirty (30)] days.

8. Remedies; Injunctive Relief

8.1 You acknowledge that any breach or threatened breach of this Agreement may cause AuConsole irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, AuConsole is entitled to seek injunctive and other equitable relief to prevent or restrain a breach, [without the necessity of posting a bond or other security, to the extent permitted by applicable law].

8.2 AuConsole's rights and remedies under this Agreement are cumulative and in addition to all other rights and remedies available at law or in equity.

9. Return or Deletion of Confidential Information

When your participation in the Beta Program ends under Section 7.1, or earlier upon AuConsole's written request, you will promptly (a) cease all use of the Confidential Information, (b) return or, at AuConsole's option, securely destroy or delete all Confidential Information in your possession or control, including all copies and any copies held in local, cached, or offline-synced stores and on personal devices, and (c) if AuConsole requests, certify in writing that you have done so. You may retain one archival copy solely to the extent required by law or a bona fide records-retention policy; any retained copy remains subject to the confidentiality obligations of this Agreement for as long as it is retained.

10. Privacy, Pilot Data, and Re-Identification

You will process any personal information, pilot-customer data, or third-party facility data accessed through the Beta Program only as necessary for the Permitted Purpose and in compliance with all applicable Canadian privacy law, including the Personal Information Protection and Electronic Documents Act (PIPEDA), Quebec's Law 25 (the Act respecting the protection of personal information in the private sector, as amended), and any applicable provincial privacy legislation (such as British Columbia's Personal Information Protection Act and Alberta's Personal Information Protection Act). You will not attempt to re-identify any de-identified or anonymized data, or to defeat, probe, or reverse-engineer any k-anonymity, aggregation, de-identification, or anonymization control; where any data originates in Quebec, you acknowledge that anonymized information must, at all times, remain such that it is reasonably foreseeable in the circumstances that it irreversibly no longer allows a person to be identified directly or indirectly, and you will not act so as to defeat that standard. This re-identification prohibition is a data-protection covenant that survives in perpetuity in its own right (Section 11.4). Your other obligations under this Section 10 survive as provided in Section 11.

11. Survival

11.1 General. Section 7 governs what ceases to be Confidential Information at GA; this Section 11 governs how long your obligations last for information that remains Confidential Information. The periods below apply, in each case, only to Confidential Information you actually received, viewed, accessed, or observed, and survive the end of your participation and of this Agreement.

11.2 Ordinary (non-Trade-Secret) Confidential Information. With respect to Confidential Information that is not a Trade Secret, personal information or pilot data, or security information, your confidentiality and non-use obligations survive for [five (5)] years from the date of disclosure or, if applicable law limits the enforceable duration, for the maximum duration applicable law permits. Notwithstanding that period, your obligations with respect to pre-release and roadmap information (Section 1.1(d)) concerning a feature that has not been released continue until AuConsole actually makes that feature or information public.

11.3 Trade Secrets. With respect to any Confidential Information that qualifies as a Trade Secret under Section 1.2 — including, to the extent each satisfies that test, the Data Strategy (Section 1.1(c)), the non-public specifics of AuConsole's source code and system architecture (Section 1.1(b)), and AuConsole's proprietary algorithms — your confidentiality and non-use obligations continue for as long as the information remains confidential and a trade secret protectable at law (in Quebec, for as long as the corresponding good-faith and confidentiality obligations subsist), without any fixed expiration and unaffected by GA (see Section 7.3).

11.4 Personal information and pilot data. With respect to personal information and pilot-customer or third-party facility data (Section 1.1(g)), your obligations survive for as long as required by applicable Canadian privacy law (including PIPEDA, Quebec's Law 25, and any applicable provincial privacy legislation such as the British Columbia PIPA and the Alberta PIPA) and any applicable agreement with the relevant individual or customer. The re-identification prohibition in Section 10 survives in perpetuity as a data-protection covenant in its own right.

11.5 Security information. With respect to security information (Section 1.1(e)), your obligations survive in perpetuity or, if applicable law limits the enforceable duration, for the maximum duration applicable law permits.

11.6 Surviving sections. Sections 4 (Feedback), 5 (Beta Software Provided "AS IS"; No Warranty; Possible Data Loss), 6 (Ownership), 8 (Remedies; Injunctive Relief), 9 (Return or Deletion of Confidential Information), 10 (Privacy, Pilot Data, and Re-Identification), 11 (Survival), 12 (Protected Lawful Disclosures), 13 (General Provisions), 14 (Acceptance Record), and 15 (Versioning) survive the end of your participation and of this Agreement.

12. Protected Lawful Disclosures

12.1 Protected lawful disclosures. Nothing in this Agreement limits or prohibits you from making any disclosure that is protected, permitted, or required under applicable law. Without limiting the foregoing, nothing in this Agreement prevents you from: (a) reporting a suspected violation of law to, or otherwise communicating or cooperating with, a regulator or law-enforcement authority, including a securities regulator (such as the Ontario Securities Commission or the securities regulator of your province) or the Competition Bureau; (b) making any disclosure required by law, court order, or other valid legal process, or to a lawyer for the purpose of obtaining legal advice; or (c) exercising any right that cannot be waived by contract under applicable federal or provincial law. No prior notice to, or authorization from, AuConsole is required for any such Protected Lawful Disclosure, and you will not be liable under this Agreement for making one. Any statutory provision purporting to prohibit a Protected Lawful Disclosure is unenforceable, and this Agreement is to be read consistently with that principle.

13. General Provisions

13.1 Governing law and venue. This Agreement is governed by the laws of the Province of [GOVERNING PROVINCE — e.g., Ontario] and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. Subject to the remainder of this Section 13.1, the parties attorn to the jurisdiction of the courts of the Province of [GOVERNING PROVINCE — e.g., Ontario]. Caution regarding individual testers. If you are an individual accepting this Agreement for personal (non-business) purposes, this venue provision is not exclusive as against you: you may bring proceedings in, and AuConsole will not object to venue in, the courts of your own province or territory of residence, and nothing in this Section 13.1 waives or overrides any non-waivable right you have to litigate in your home province or to the benefit of your province's consumer- or employment-protection legislation. (This carve-out reflects that a mandatory foreign or out-of-province forum-selection clause may not bind an individual consumer in some provinces; see the Supreme Court of Canada's decision in Douez v. Facebook, Inc.) AuConsole may seek injunctive relief in any court of competent jurisdiction. Where you are domiciled, resident, or employed in Quebec, the mandatory public-order provisions of the Civil Code of Québec and any applicable Quebec consumer- and employment-protection legislation continue to apply notwithstanding the choice of governing law above.

13.2 Assignment. You may not assign or transfer this Agreement, in whole or in part, without AuConsole's prior written consent; any purported assignment in violation of this Section 13.2 is void. AuConsole may freely assign this Agreement. This Agreement binds and benefits the parties and their permitted successors and assigns.

13.3 Entire agreement. This Agreement — together with the Data Strategy Supplement, if you accept it, which is executed under and forms part of this Agreement (Section 2.6) — is the entire agreement between the parties regarding the confidentiality of Confidential Information in connection with the Beta Program and supersedes all prior or contemporaneous understandings on that subject. This Section 13.3 does not supersede or nullify the Data Strategy Supplement; in any conflict between the two, the order of precedence stated in Section 2.6 applies.

13.4 Severability. If any provision of this Agreement is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable (or, if it cannot be so modified, severed), and the remaining provisions will remain in full force and effect. You acknowledge that this Agreement is a confidentiality and intellectual-property instrument and is not a restraint of trade or a non-competition covenant (Section 13.6).

13.5 No waiver. No failure or delay by AuConsole in exercising any right under this Agreement is a waiver of that right, and no single or partial exercise precludes any further exercise. Any waiver must be in writing and signed by AuConsole.

13.6 Not a non-compete; general skills preserved. This Agreement is a confidentiality and intellectual-property agreement, not a covenant not to compete, and AuConsole affirmatively disclaims any intention to restrain your post-participation competition. Nothing in this Agreement restricts your right to work, to be employed, to compete generally, or to use your general skills, knowledge, and experience of the kind ordinarily used by professionals in the industrial CMMS, building-automation, and facilities-management field, provided you do not use or disclose AuConsole's Confidential Information. This Agreement imposes no non-competition obligation of any kind; the parties acknowledge that employee non-competition agreements are prohibited and void in Ontario under Part XV.1 of the Employment Standards Act, 2000 (as enacted by the Working for Workers Act, 2021) and are, at common law, presumptively unenforceable restraints of trade unless shown to be reasonable (Elsley; Shafron). [Optional, province-flagged: Any non-solicitation obligation, if included, must be inserted here as a bracketed clause tuned to the [GOVERNING PROVINCE — e.g., Ontario], reasonable and unambiguous as to duration, scope, and activity, and, for Quebec, conformed to article 2089 of the Civil Code of Québec.]

13.7 Relationship of the parties. This Agreement does not create any partnership, joint venture, agency, or employment relationship between the parties.

13.8 Notices. Notices to AuConsole must be sent to [AUCONSOLE NOTICE ADDRESS / EMAIL]. Notices to you may be sent to the contact information associated with your Beta Program account.

13.9 Electronic acceptance. Your click-through acceptance constitutes a valid and binding electronic signature, and this Agreement may be entered into and enforced electronically. Electronic documents and electronic signatures have legal effect under Part 2 of PIPEDA and under the applicable provincial electronic-commerce or electronic-transactions legislation of the [GOVERNING PROVINCE — e.g., Ontario] (for example, Ontario's Electronic Commerce Act, 2000), and, in Quebec, under the Civil Code of Québec and the Act to establish a legal framework for information technology.

14. Acceptance Record

Acceptance occurs only as described in the Acceptance Recital. For each acceptance, AuConsole records and retains: (a) the accepting party's identity; (b) the server-recorded date and time of acceptance; (c) the IP address; (d) the version identifier (an ISO date) of the version of this Agreement accepted; (e) a rendering and hash of the accepted text; (f) the language (English or French) in which the Agreement was presented and accepted and, for Quebec-located testers, a record that the French version was made available before acceptance; and (g) a screenshot or DOM snapshot of the signup screen as displayed to you at the moment of acceptance, sufficient to evidence that the acceptance control was conspicuous, unchecked or unactivated by default, and adjacent to a conspicuous, working means of reviewing the full Agreement. AuConsole separately logs each acceptance of the Data Strategy Supplement (Section 2.6).

15. Versioning

Each version of this Agreement is identified solely by the version identifier (an ISO date) shown on its title line; the version identifier of this version is 2026-07-02, and AuConsole's acceptance-records system records that identifier for each acceptance (Section 14). The effective date on the title line is the date this version is first published for acceptance; as between you and AuConsole, this Agreement becomes effective upon your acceptance (Section 7.1). AuConsole may issue new versions, each with a new version identifier, and maintains a per-user, per-version record of acceptance. If AuConsole materially changes this Agreement, AuConsole will present the updated version and require re-acceptance before your continued participation in the Beta Program. A new version governs only acceptances made under it; the version you accepted, identified by its version identifier, governs your obligations for the period it was in effect as to you.