1. Parties and Acceptance

This Client Service Agreement (the "Agreement") is entered into between CloudOat Inc., a corporation existing under the laws of the Province of Ontario, Canada ("CloudOat", "we", "us"), and the client identified in the signature block below (the "Client", "you").

This Agreement takes effect on the date the Client signs it electronically and completes the first payment for a subscription plan (the "Effective Date"). By signing electronically and paying, the Client confirms that the person signing is authorized to bind the Client, and that the Client has read, understood, and agrees to be bound by this Agreement. An electronic signature and electronic acceptance have the same legal effect as a handwritten signature.

2. Services

CloudOat provides digital marketing services focused on visibility in generative AI systems ("Generative Engine Optimization" or "GEO"), according to the subscription plan the Client selects. Depending on the plan, the services include:

• AI visibility services — optimizing the Client's website and online presence so that AI engines (such as ChatGPT, Perplexity, Claude, Google AI Overviews, and similar systems) can find, understand, cite, and recommend the Client's business.
• Lead identification and reporting — identifying and reporting potential customer inquiries and AI-referred traffic ("Potential Leads"). Potential Leads are opportunities, not customers: CloudOat does not and cannot guarantee that any Potential Lead will respond, convert, or make a purchase.
• AI chatbot ("front desk") service — an AI-powered chatbot installed on the Client's website that acts as a virtual front desk, answering visitor questions about the Client's business quickly, 24 hours a day, 7 days a week, based on business information the Client provides and approves.
• Reporting — periodic reports on AI visibility, chatbot activity, and Potential Leads through the CloudOat client portal.

The specific features, monthly token allotments, and service levels included are those listed for the Client's selected plan at the time of purchase, as shown on the CloudOat pricing page and in the client portal. CloudOat performs the services with reasonable skill and care, on a month-to-month managed basis.

3. AI-Generated Content — Acknowledgement and Responsibility

The chatbot and other AI-driven services use large language models. The Client acknowledges and accepts that AI systems of this kind can produce answers that are inaccurate, incomplete, outdated, or entirely fabricated (commonly called "hallucinations" or phantom answers), even when configured carefully and supplied with correct business information.

Accordingly, the Client agrees that:

• The Client is solely responsible for the answers the chatbot gives to visitors on the Client's website, including any consequences of a visitor relying on those answers. The chatbot speaks on the Client's website as part of the Client's business.
• The Client is responsible for reviewing and approving the business information, prices, policies, and other content supplied to CloudOat for the chatbot, for keeping that information current, and for promptly notifying CloudOat of anything that must be corrected.
• The Client will regularly review chatbot conversation records made available in the client portal and will maintain reasonable human oversight of the chatbot's use.
• The Client will not hold the chatbot out as a source of professional advice (legal, medical, financial, or similar) and will not use it in any context where an incorrect answer could cause bodily harm or significant financial loss without independent human verification.
• CloudOat will make commercially reasonable efforts to configure the chatbot accurately and to correct reported errors promptly, but CloudOat does not warrant that AI-generated answers will be accurate, complete, or error-free.

4. Website Access

If the Client has an existing website, the Client will provide CloudOat with the access needed to install and maintain the chatbot and perform the optimization services — either administrator login credentials for the website platform or, where the Client prefers, by installing a code snippet that CloudOat supplies.

Where login credentials are provided:

• The Client warrants that it has the authority to grant this access.
• CloudOat will use the access solely to perform the services under this Agreement, will keep the credentials confidential and stored securely, and will not make changes unrelated to the services without the Client's approval.
• The Client is encouraged to create a dedicated user account for CloudOat with only the permissions required, and may change or revoke credentials at any time (revoking access may limit CloudOat's ability to deliver the services until access is restored).

5. Website Design and Build Option

If the Client does not have a website, CloudOat will design and build one for a one-time fixed fee of CAD $200, charged together with the first subscription payment. This option includes:

• A professional single-business website (brochure-style) presenting the Client's business, services, and contact information, built to be AI-visibility friendly and ready for the CloudOat chatbot.
• Up to two rounds of revisions during the build, based on content and materials the Client supplies.
• Deployment of the finished website to a hosting arrangement agreed with the Client.

Domain name registration fees, ongoing hosting fees, and third-party service fees are not included and remain the Client's responsibility unless agreed otherwise in writing. The Client must supply the business content and materials needed for the build in a timely manner. Upon full payment, ownership of the delivered website content and design passes to the Client, excluding third-party and open-source components (which remain under their own licenses) and CloudOat's pre-existing tools and know-how. The website build fee is non-refundable once design work has begun.

6. Fees, Billing, and Taxes

The Client pays the monthly subscription fee for the selected plan, in Canadian dollars (CAD), in advance, by automatic recurring payment processed by Stripe. Optional one-time purchases (such as the website build fee and prepaid token packs) are charged at the prices shown at the time of purchase. CloudOat never stores the Client's card details; payment information is handled by Stripe.

Monthly plans include the token allotment shown for the plan; usage beyond the allotment draws on prepaid tokens if the Client has purchased them, and the chatbot may pause when no tokens remain. Unused monthly tokens reset at the start of each billing month; prepaid tokens do not expire.

CloudOat may change plan prices or features with at least 30 days' written notice (email to the Client's account email is sufficient); changes take effect at the next renewal after the notice period. All fees are exclusive of applicable taxes (including GST/HST), which will be added where required by law. If a recurring payment fails and is not cured within a reasonable period after notice, CloudOat may suspend the services until payment is received.

7. Term and Termination

This Agreement runs month to month from the Effective Date and renews automatically with each subscription payment. There is no long-term commitment.

The Client may cancel at any time through the billing management page in the client portal or by written notice; cancellation takes effect at the end of the current paid billing period, and fees already paid are not refunded on a pro-rata basis. CloudOat may terminate or suspend this Agreement for non-payment, for material breach not cured within 14 days of notice, or for use of the services in violation of law or Section 8.

On termination: the chatbot is deactivated and removed, portal access ends, and any credentials the Client provided are deleted from CloudOat's systems. For 30 days after termination, the Client may request an export of its lead and conversation data, after which CloudOat may delete it.

8. Client Responsibilities

The Client agrees to:

• Provide accurate, lawful, and current information about its business for use in the services, and warrant that this content does not infringe any third party's rights.
• Use the services only for lawful purposes, and not for content that is deceptive, infringing, or otherwise unlawful.
• Respond to CloudOat's reasonable requests (content, approvals, access) in a timely way — delays caused by missing Client input extend CloudOat's timelines accordingly.
• Keep its portal login credentials confidential and notify CloudOat promptly of any suspected unauthorized access.
• Ensure its own website privacy policy discloses the use of a chatbot and the collection of visitor information, as required by applicable privacy law.

9. Intellectual Property

CloudOat retains all rights in its platform, software, chatbot technology, know-how, and materials that pre-exist or are developed outside this Agreement. The Client retains all rights in its own business content, trademarks, and data. Each party grants the other only the license needed to perform or receive the services during the term: the Client licenses CloudOat to use its content and marks to deliver the services, and CloudOat licenses the Client to use the deliverables and reports for its own business purposes.

10. Confidentiality and Data Privacy

Each party will keep the other's non-public business information confidential and use it only for this Agreement, except where disclosure is required by law. This obligation survives termination for two years.

Chatbot conversations and visitor details captured on the Client's website are collected and processed on the Client's behalf and made available to the Client in the portal. CloudOat handles personal information in accordance with applicable Canadian privacy law (including PIPEDA), uses it only to provide the services, and does not sell it. The Client is the owner of its lead and customer data.

11. No Guarantee of Results

AI visibility depends on third-party systems (AI engine providers, search engines, social platforms) whose behavior CloudOat does not control and which change without notice. Any figures CloudOat communicates — including estimated leads, visibility metrics, or ranking outcomes — are good-faith estimates, not guarantees. CloudOat does not guarantee any specific level of AI citations, rankings, traffic, leads, or revenue.

12. Warranties and Disclaimers

CloudOat warrants that it will perform the services with reasonable skill and care. Except as expressly stated in this Agreement, the services and deliverables are provided "as is", and CloudOat disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law. CloudOat does not warrant uninterrupted or error-free operation of the chatbot, the portal, or any third-party platform.

13. Limitation of Liability

To the maximum extent permitted by law: (a) neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or lost data; and (b) CloudOat's total aggregate liability arising out of or related to this Agreement is limited to the fees the Client paid to CloudOat in the three (3) months before the event giving rise to the claim. These limits do not apply to a party's obligations under Section 14 (Indemnification), to breaches of Section 10 (Confidentiality), or to liability that cannot be limited by law.

14. Indemnification

The Client will defend and indemnify CloudOat against third-party claims arising from: (a) the Client's business, products, or services; (b) content or information the Client supplied; (c) a visitor's or customer's reliance on answers given by the chatbot on the Client's website; or (d) the Client's breach of this Agreement or of applicable law.

CloudOat will defend and indemnify the Client against third-party claims that the CloudOat platform itself (excluding Client content and third-party components) infringes that third party's intellectual property rights.

15. Governing Law and Disputes

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law rules. The parties will first attempt in good faith to resolve any dispute informally; failing that, the courts of Ontario have exclusive jurisdiction. The parties waive any right to a jury trial to the extent permitted by law.

16. General

This Agreement, together with the plan description at the time of purchase, is the entire agreement between the parties and replaces all prior discussions on its subject. CloudOat may update this Agreement for future renewal periods with at least 30 days' notice; continued use of the services after the notice period constitutes acceptance. Neither party may assign this Agreement without the other's consent, except CloudOat may assign it to a successor in a merger or sale of its business. If any provision is held unenforceable, the rest remains in effect. Neither party is liable for delay caused by events beyond its reasonable control (force majeure). Notices may be given by email — to the Client at the account email, and to CloudOat at its published contact email. Sections 3, 9, 10, 12, 13, 14, and 15 survive termination.