End User License Agreement

OZELO™ Engine Software  ·  Effective date: [EFFECTIVE DATE]  ·  Version [v1.0]

This End User License Agreement (the "Agreement") is a binding contract between [OZELO LEGAL ENTITY NAME], a company incorporated in [JURISDICTION] with its registered office at [REGISTERED ADDRESS, Montréal, Québec] ("OZELO™", "we", "us"), and the individual or entity that installs, accesses, or uses the Software (the "Licensee", "you"). By installing, accessing, or using the Software, you agree to be bound by this Agreement. If you do not agree, do not install, access, or use the Software.

1. Acceptance & eligibility

You must be at least 18 years old and have the legal authority to enter into this Agreement. If you accept this Agreement on behalf of a firm, advisory practice, or other entity, you represent that you are authorized to bind that entity, and "Licensee" refers to that entity. The Software is intended solely for use by financial advisors and advisory firms in the conduct of their business and is not intended for consumer or personal use.

2. Definitions

• "Software" means the OZELO™ Engine desktop application, including all components, updates, and accompanying documentation.
• "Curriculum" means the financial-literacy program content delivered through the Software, including its recurring features (such as TableTalk and Beyond the Ledger).
• "End Recipient" means a client family of the Licensee, and any minor child within that family, to whom the Licensee delivers the Curriculum.
• "Personal Information" means information about an identifiable individual, as defined under applicable privacy laws, including Quebec's Act respecting the protection of personal information in the private sector (as amended by Law 25) and the federal Personal Information Protection and Electronic Documents Act ("PIPEDA").
• "Subscription" means the paid, recurring right to use the Software for the term and seat count selected by the Licensee.
• "Documentation" means user guides and materials OZELO™ makes available for the Software.

3. Licence grant

Subject to your continued compliance with this Agreement and payment of all applicable fees, OZELO™ grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Software on devices owned or controlled by you, solely for your internal business purpose of delivering the Curriculum to your own End Recipients, during the term of your Subscription.

4. Licence restrictions

You will not, and will not permit any third party to:

• copy, distribute, sell, rent, lease, lend, sublicense, or otherwise make the Software or Curriculum available to any third party except as expressly permitted;
• reverse engineer, decompile, disassemble, or attempt to derive source code, except to the extent this restriction is prohibited by applicable law;
• modify, translate, or create derivative works of the Software or Curriculum;
• remove, obscure, or alter any proprietary notices;
• circumvent, disable, or interfere with the consent gate, encryption, masking, or other security or access-control features;
• use the Software beyond the number of seats or scope you have licensed;
• use the Software to send unlawful, deceptive, harassing, or unsolicited communications, or in violation of anti-spam laws (including Canada's Anti-Spam Legislation, "CASL");
• use the Software to develop a competing product or for benchmarking by a competitor.

5. Ownership & intellectual property

The Software and Curriculum are licensed, not sold. OZELO™ and its licensors retain all right, title, and interest in and to the Software, the Curriculum, and all related intellectual property, including the OZELO™ name, logo, and trademarks. No rights are granted except as expressly set out in this Agreement. If you provide feedback or suggestions, you grant OZELO™ a perpetual, royalty-free licence to use them without restriction.

6. Subscription, fees & billing

Pricing is bracket-based and billed to the Licensee — never to End Recipients or families. Fees, billing frequency, and seat counts are as presented at the time of purchase or in your order. Unless stated otherwise, Subscriptions renew automatically for successive terms until cancelled. Fees are exclusive of applicable taxes, which you are responsible for. OZELO™ may change fees on prior notice, effective at your next renewal. Non-payment may result in suspension or termination of your licence. Except as required by law, fees are non-refundable.

7. Accounts & security

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account and on your devices. You will promptly notify OZELO™ of any suspected unauthorized use. You are responsible for the security, maintenance, and lawful operation of the devices on which you install the Software.

8. Parental consent & minors

The Curriculum is delivered to families that include minor children. You acknowledge and agree that:

• before enrolling any minor or delivering any Curriculum to a minor, you must obtain and retain valid, verifiable consent from a parent or legal guardian, in the manner and to the standard required by applicable law;
• the Software's consent gate is a workflow control to help you record that consent — it is a tool, not a substitute for your independent legal obligation to obtain and maintain lawful consent;
• you represent and warrant that you have the authority and all necessary consents to communicate with each End Recipient and minor you enrol;
• you are solely responsible for the lawfulness, appropriateness, and content of all communications you send to End Recipients and minors;
• OZELO™ does not contact End Recipients or minors directly and is not a party to the relationship between you and your client families.

9. Personal information & local processing

The Software is designed to process End Recipient Personal Information locally, on devices you own or control, and not to transmit that Personal Information to OZELO™'s servers ("local-processing model"). As between you and OZELO™, you are the party responsible for End Recipient Personal Information and act as the controlling party (e.g., the person carrying on an enterprise under Law 25, and the organization under PIPEDA). OZELO™ acts as a software provider and does not collect, receive, host, or have access to the End Recipient Personal Information you process in the Software. Communications to End Recipients are sent through your own email systems. Our handling of the limited information we do collect (such as account, licence, billing, support, and website information) is described in our Compliance & Privacy Policy.

10. Licensee obligations & acceptable use

You agree to use the Software lawfully and in accordance with this Agreement and the Documentation. You are responsible for the accuracy of the data you enter, for obtaining all required consents, and for complying with all laws and professional or regulatory obligations applicable to you, including securities regulation and registration requirements, privacy law, anti-spam law, and advertising and marketing rules. You will not use the Software for any unlawful, fraudulent, or deceptive purpose.

11. Third-party services

The Software may interoperate with third-party services you use, such as your email provider and a payment processor. Your use of those services is governed by their own terms, and you are responsible for your own third-party accounts. OZELO™ is not responsible for third-party services.

12. Confidentiality

Each party may receive non-public information of the other. The receiving party will protect such information with reasonable care, use it only to perform under this Agreement, and not disclose it except to those who need to know and are bound by similar obligations, or as required by law.

13. Updates, support & availability

The full 84-month Curriculum is delivered with the Software and is designed to run without requiring continued connectivity. OZELO™ may provide updates, fixes, or new features and may modify or discontinue features over time. Support is provided according to your plan. OZELO™ does not warrant uninterrupted or error-free operation.

14. Term & termination

This Agreement is effective until terminated. You may terminate by ceasing use and uninstalling the Software. OZELO™ may suspend or terminate your licence for breach of this Agreement, non-payment, or as required by law. On termination, your right to use the Software ends and you must cease use and delete all copies. Because OZELO™ does not hold your End Recipient Personal Information, that information remains on your devices and under your control. Sections that by their nature should survive termination will survive, including Sections 5, 9, 12, and 15–22.

15. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE AND CURRICULUM ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, OZELO™ DOES NOT WARRANT OR REPRESENT THAT USE OF THE SOFTWARE WILL CAUSE YOU TO BE, OR ENSURE THAT YOU ARE, COMPLIANT WITH ANY LAW, REGULATION, OR PROFESSIONAL OBLIGATION. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SOFTWARE MEETS YOUR REGULATORY AND COMPLIANCE NEEDS AND FOR YOUR OWN COMPLIANCE REVIEW. [Some jurisdictions do not allow certain warranty exclusions; counsel to confirm Québec consumer/commercial carve-outs.]

16. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OZELO™ WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE. OZELO™'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS YOU PAID TO OZELO™ FOR THE SOFTWARE IN THE [TWELVE (12)] MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. [Counsel to confirm enforceability and any mandatory carve-outs under Québec law.]

17. Indemnification

You will defend, indemnify, and hold harmless OZELO™ and its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Software; (b) your failure to obtain or maintain required consents, including parental consent for minors; (c) the content of communications you send; (d) your data and your End Recipient Personal Information; or (e) your breach of this Agreement or violation of any law or regulation.

18. Compliance with laws

You are solely responsible for your compliance with all laws and regulations applicable to you and your practice, including securities laws and registrant obligations, Quebec's Law 25 and PIPEDA, CASL, and applicable advertising, marketing, and professional-conduct rules. Nothing in the Software or Documentation constitutes legal, tax, investment, or compliance advice.

19. Governing law & jurisdiction

This Agreement is governed by the laws of the Province of Québec and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts of the Province of Québec, district of [Montréal]. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20. Changes to this Agreement

OZELO™ may update this Agreement from time to time. We will provide notice of material changes by reasonable means. Your continued use of the Software after changes take effect constitutes acceptance. If you do not agree to the updated Agreement, you must stop using the Software.

21. General

This Agreement, together with any order and the documents it references, is the entire agreement between the parties regarding the Software and supersedes prior understandings. If any provision is held unenforceable, the remaining provisions remain in effect. No waiver is effective unless in writing. You may not assign this Agreement without OZELO™'s prior written consent; OZELO™ may assign it in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control. The parties are independent contractors. Notices will be given to the contact addresses on file.

22. Language

The parties confirm their intent regarding the governing language of this Agreement. [For Québec: insert the appropriate language clause. Where required by the Charter of the French language / Law 25, a French-language version must be made available and may govern. Counsel to finalize: e.g., "Les parties confirment leur volonté que la présente convention soit rédigée en français," or the agreed English-governing-language wording permitted by law.]

23. Contact

Questions about this Agreement may be directed to [legal@ozelo.com], [OZELO LEGAL ENTITY NAME], [REGISTERED ADDRESS, Montréal, Québec].