MSA Hexia.local program

Annex A – Standard Terms and Conditions

1. DEFINITIONS

Words beginning with a capital letter in this Contract have the meaning assigned to them in the Statement of Work to which this Annex A is attached (as amended, the “Statement of Work” or “SOW”) or the meaning set out below:

1.1.  “Contract” means, collectively, the Statement of Work and this Annex A, and includes any ancillary document, each as amended from time to time.

1.2.  “Client” means the client identified in the SOW, as well as its subsidiaries and affiliated entities that may benefit from this Contract.

1.3.  “Term” means the duration (a) of the Services, (b) of a Software Licence, or (c) of a Program, as applicable, identified in the SOW; where no specific item is designated, “Term” means the longest period provided in the SOW.

1.4.  “Lanla” means Lanla Inc., carrying on business as Lanla.

1.5.  “Deliverable” means any final report, diagnostic, program, or other solution to be delivered by Lanla to the Client pursuant to the SOW, and excludes any draft or preliminary version.

1.6.  “Software” means any software, computer program, or application authorized for use by Lanla to the Client under the SOW.

1.7.  “Program” means a program to be carried out by Lanla under the SOW.

1.8.  “Intellectual Property” means any intellectual or industrial property right or asset, including: (a) rights protected by law such as copyrights, trademarks, patents, industrial designs, and integrated circuit topographies; (b) any registration made with a governmental authority protecting such assets; (c) trade secrets and goodwill, including know-how, technical data, processes, specifications, and business information; and (d) technology, including software and inventions, whether or not patentable.

1.9.  “Personal Information” means any information relating to an identified or identifiable natural person. Such information includes, without limitation, data such as name, residential address, email address, and telephone number, as well as IP address and data relating to the physical, physiological, genetic, economic, cultural, or social characteristics of a natural person.

1.10. “Confidential Information” means, without limitation, all documentation and information, whether communicated orally, in writing, electronically, digitally, graphically, or in any other tangible or intangible form, disclosed by one party or its representatives (each, a “Disclosing Party”) to the other party (each, a “Receiving Party”), including without limitation: (ii) information contained in or forming part of notes, analyses, compilations, demonstrations, proposals, designs, studies, statements, strategies, processes, procedures, manuals, concepts, methods, or other documents, whether prepared by the Disclosing Party or others, and which contain or reflect such information; (iii) Intellectual Property; (iv) information identified as confidential by the Disclosing Party (including any client lists, business plans, marketing plans and strategies, passwords or user identifications, or financial information); and (v) what is learned or observed by the Receiving Party during visits to the Disclosing Party’s facilities, if applicable. For greater clarity, Lanla acknowledges and agrees that Personal Information, as well as any information contained in Deliverables, reports, work products, and all documents prepared by it for the benefit of the Client in the course of performing this Contract, shall be deemed Confidential Information of the Client.

1.11.  “Services” means the services provided by Lanla under the SOW, including consulting, data analysis, and training.

2. PROGRAMS AND SERVICES

2.1.  Commitment. Lanla undertakes to perform the Program and deliver the Services identified in the SOW. Lanla also undertakes to provide the Deliverables specified in the SOW based on data collected in connection with the Program.

2.2.  Representatives. Lanla shall perform the Program through competent and trained representatives, who may be employees or consultants, as set out in the SOW. Lanla undertakes to perform the Services through its personnel or qualified subcontractors, at its discretion, unless otherwise provided in the SOW.

2.3.  Standards. Lanla shall exercise diligence and professionalism in performing the Services and the Program. However, Lanla does not guarantee the accuracy of the data collected and shall not be liable for any damages incurred by the Client resulting from the Client’s use of the Deliverables.

3. ADDITIONAL SERVICES OR PROGRAMS

3.1.  Additional Services. At the Client’s request, Lanla may, at its sole discretion, agree to perform services not expressly set out in the SOW or otherwise expand the Program (collectively, “Additional Services”), in consideration of an additional fee established in accordance with Lanla’s then-current standard rates. Unless a new SOW is executed for such Additional Services, they shall be included in the definition of “Program” or “Services” under this Annex A and governed by the terms of this Contract, as applicable.

3.2.  Standard Rates. Lanla may update its standard rates set out in the SOW on an annual basis, at its discretion, and will provide a copy to the Client upon request.

4. DELIVERABLES

4.1.  Delivery. To the extent the Price is paid in full, Lanla shall deliver the Deliverables to the Client as indicated in the SOW.

4.2.  Attribution. Lanla may require that attribution be indicated on any Deliverable made public, for example: “developed by Lanla | www.lanla.com”, and the Client agrees to comply with Lanla’s instructions in this regard.

4.3.  Copy. Lanla may, but is not obligated to, retain a backup copy of any Deliverable, or of the content, data, or other information collected or obtained in connection with the Deliverables, subject to Article 10.

5. SOFTWARE LICENCE

5.1.  Software Licence. To the extent the Price is paid in full, Lanla authorizes the Client to use the Software identified in the SOW for the Term, for the project purposes and number of users indicated in the SOW (as a SaaS service, the “Software Licence”), for internal purposes only. The Software Licence does not permit the Client to (a) assign or transfer the Software to a third party; (b) grant sublicences of the Software Licence; (c) reproduce or modify the Software; or (d) provide services to third parties.

5.2.  Standards. The Software shall be substantially compliant with the specifications published by Lanla and provided to the Client. However, Lanla does not guarantee that the Software (nor the data or other Deliverables) will be available at all times and without interruption, though Lanla agrees to use reasonable efforts to remedy any Software outage.

5.3.  Support. Lanla will provide support services during the Term of the Software Licence, during business hours, at no additional charge. The Client shall designate one or two representatives responsible for the Software, and only such representatives shall have access to Lanla’s support service.

6.  FINANCIAL TERMS

6.1.  Price. The Client agrees to pay the Price set out in the SOW for each item (Service, Software, and/or Program), plus applicable taxes. Where any portion of the Price is on an “estimated basis,” such estimate is for informational purposes only, is not binding on Lanla, and shall not be deemed to create a fixed-price agreement. Beginning in the month of signature of the agreement, billing shall be monthly and based on the number of locations integrated into the Program at the beginning of each month.

6.2.  Expenses. All out-of-pocket expenses incurred by Lanla in performing this Contract and approved by the Client in the SOW (including travel, fees, or licences for underlying technology, or acquisition of data) shall be charged to the Client and added to the Price.

6.3.  Payment Terms. The Client agrees to pay the Price in the instalments and by the methods indicated in the SOW. Fees applicable to Additional Services shall be invoiced upon performance and payable within thirty (30) days, unless otherwise agreed.

6.4.  Interest. Any overdue amount shall bear interest at a rate of 2% per month (24% per annum).

6.5.  Collection Costs. The Client agrees to reimburse Lanla for all costs and expenses incurred, including reasonable legal fees, in collecting unpaid amounts under this Contract.

7.  COOPERATION

7.1.  Instructions. The Client shall respond diligently to Lanla’s requests for instructions, decisions, or comments (no later than within five (5) business days). If the Client’s instructions or comments are inconsistent with the scope of the SOW, the additional work shall be deemed “Additional Services” under paragraph 3.1.

7.2.  Planning. The Client agrees to cooperate with Lanla in planning the Services and Program. If the Client unreasonably delays or prevents access or delivery of data or other content to Lanla, Lanla may (a) charge additional fees and out-of-pocket expenses associated with such delays; (b) treat the additional work as Additional Services; and/or (c) charge a mobilization premium for its personnel. Lanla shall notify the Client before incurring such fees or expenses.

8. TERMINATION OR AMENDMENT

8.1.  Unilateral Termination. This Contract has a Term of two years and may not be terminated early by the Client. The Client may, however, terminate this Contract at any time by giving written notice to Lanla and electing to pay the balance owing under the Contract. Lanla shall not refund any deposit or other payment made toward the Price, if applicable. The Client waives the benefit of article 2125 of the Civil Code of Québec.

8.2.  Default. If the Client (a) fails to pay any instalment of the Price; (b) fails to comply with any other term of this Contract; or (c) becomes subject to any bankruptcy or insolvency proceeding (including any reorganization, arrangement, liquidation, dissolution, or receivership), has its assets seized, or a liquidator or trustee appointed with respect to its property, then Lanla may, at its option: (i) unilaterally terminate the Contract, in whole or in part; (ii) suspend the Services or Program; or (iii) delay the delivery of Deliverables.

8.3.  Effect of Termination. Upon termination of the Contract, in whole or in part, Lanla may terminate any Software Licence and deny access to the Software. Upon termination, the Client shall return to Lanla all originals and copies of content, Confidential Information, and Intellectual Property belonging to Lanla, and shall delete all computer or other copies thereof remaining in its possession.

8.4.  Expenses. The Client shall pay the Price up to the date of termination, and all costs and expenses incurred by Lanla in connection with such termination.

8.5.  Amendment. Any amendment to this Contract must be approved in writing by both parties.

9.  INTELLECTUAL PROPERTY

9.1.  Rights. Subject to the licences expressly granted herein, Lanla is the exclusive owner and retains all Intellectual Property rights in the Software, Deliverables, and all other content developed or created in the performance of its obligations under this Contract.

9.2.  Exclusion. Notwithstanding the foregoing, Lanla agrees not to use (a) the Client’s name, logo, or any trademark; or (b) any data provided by the Client to Lanla, in connection with another mandate.

9.3.  Integrity. The Client agrees not to, and not to attempt to, reverse engineer, decompile, or otherwise disassemble the Software, in whole or in part.

9.4.  Indemnification. The Client agrees to indemnify and hold harmless Lanla from and against any and all: (a) infringement by the Client of Lanla’s Intellectual Property; (b) claim arising from the Client’s use of a Deliverable or Software not strictly in accordance with the Contract or specifications; or (c) claim arising from the content or data provided by the Client to Lanla.

10. CONFIDENTIALITY

10.1. Lanla. During the Term of this Contract and thereafter, Lanla agrees to maintain the confidentiality of the Client’s Confidential Information (including client lists, business plans, marketing plans and strategies, passwords or user identifications, financial information, Personal Information, Intellectual Property, and sensitive business data) and any other data provided by the Client and identified as confidential. Specifically, Lanla agrees not to disclose any information or data collected in connection with the performance of this Contract (including any macro-data) to another client without the Client’s prior written consent.

10.2. Lanla shall apply to the Client’s Confidential Information the same degree of care and discretion it applies to its own, including with respect to the safeguarding and security of systems transmitting such data. Encryption mechanisms shall be used for sensitive information so that it cannot be easily accessed or altered. The most sensitive data shall be accessible only by Lanla’s key employees, through password access, which shall be monitored. All Lanla employees shall use Lanla-provided computer systems under managerial supervision. All systems shall be governed by security policies and protected by antivirus software to prevent external threats.

10.3. Personal Information. Each of Lanla and the Client undertakes to comply at all times with the laws applicable to Personal Information and privacy. Upon the Client’s request, Lanla may store Personal Information on a separate server, in accordance with the Client’s instructions stated in the SOW.

10.4. Client. The Client undertakes to preserve the confidentiality of Lanla’s Confidential Information and Intellectual Property, including its price list and the terms of this Contract.

10.5. Publicity. The Client authorizes Lanla to make a public announcement regarding the conclusion of this Contract (without disclosing business terms) on Lanla’s website and promotional materials, and to use the Client’s name, logo, or trademark for that purpose.

11. NON-SOLICITATION

11.1. The Client and Lanla each undertake, during the Term and for a subsequent period of six (6) months thereafter, not to solicit or hire the employees or subcontractors of the other party without that party’s prior written consent.

12. LIABILITY

12.1.  Non-Compliance. The Client must notify Lanla in writing within thirty (30) days following receipt or performance of any Service, Program, Deliverable, or Software (the “Warranty Period”) if it becomes aware of any defect under this Contract, failing which such Service, Program, Deliverable, or Software shall be deemed accepted and compliant. The Client shall allow Lanla to correct any defect at its own expense.

12.2. Limited Liability. To the extent permitted by applicable law, Lanla’s liability for any damage or loss suffered by the Client in connection with the Services, Programs, Deliverables, or Software, or of any other nature whatsoever, shall be limited to the Warranty Period and to the amount of the Price for the affected item.

12.3. Exclusion of Liability. The warranties provided in this Contract do not apply to defects or non-compliances arising from or related to modifications made by the Client to the Software, failures of the Client’s Internet connection or equipment, interference from other websites, malware or other technologies, or any other failure of the Client to comply with this Contract or the specifications. Lanla shall not, under any applicable warranties, be required to restore or reconstruct files damaged by equipment deficiencies or human error. Lanla shall not be liable for claims or damages suffered by the Client resulting from unauthorized use of any Software.

12.4. Exclusive Warranty. To the extent permitted by applicable law, Lanla does not warrant that any Program, Service, Software, or Deliverable will be error-free, adequate, or suitable for any particular purpose. Lanla makes no representations other than those expressly set out herein. THE WARRANTIES PROVIDED IN THIS CONTRACT REPLACE AND EXCLUDE ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS, WHETHER IMPLIED OR EXPRESS, ARISING BY OPERATION OF LAW OR OTHERWISE.

13. EXCLUSIVITY AND AFFILIATES

13.1. Non-Exclusivity. The Client acknowledges and agrees that the Services, Programs, and Software are non-exclusive and that Lanla may sell, provide, or perform similar products or services for any other person, at its sole discretion.

13.2. Affiliates. The parties agree that certain entities affiliated with the Client may benefit from this Contract, in which case the Client undertakes and guarantees to Lanla the compliance of such affiliated entities with this Contract and agrees to ensure that each such entity complies with the Client’s obligations hereunder.

14. MISCELLANEOUS

14.1. Severability. If any provision of this Contract is declared invalid, illegal, or unenforceable by a competent court, such invalid, illegal, or unenforceable provision shall be deemed severed from the Contract, and the remaining provisions shall continue in full force and effect.

14.2. Injunction. The Client acknowledges that a breach of Articles 9, 10, or 11 of this Annex A would cause irreparable harm to Lanla, and the Client agrees that Lanla shall be entitled to injunctive relief.

14.3. Independent Contractors. The parties are independent contractors. This Contract does not create any joint venture, franchise, partnership, fiduciary, or employment relationship between them.

14.4. Assignment. The Client may not assign this Contract except as expressly provided herein. Lanla may assign this Contract (a) to any affiliated company; (b) in connection with the sale of a substantial portion of its assets or a change-of-control transaction; or (c) to subcontractors, in whole or in part.

14.5. Governing Law and Jurisdiction. This Contract shall be governed by the laws of the Province of Québec and the laws of Canada applicable therein. Any claim or dispute shall be submitted to the exclusive jurisdiction of the courts of Québec, judicial district of Montréal.

14.6. Survival. The obligations set out in paragraphs 4.2 and 4.3, Article 6, paragraphs 8.3 and 8.4, and Articles 10, 11, 12, 13, and 14 shall survive the expiration or termination of this Contract.

14.7. Notices. Any formal notice under this Contract shall be sent by registered mail or by email with proof of receipt, to the coordinates indicated in the SOW or to any other address provided by a party pursuant to this section 14.7.

Product-Specific Conditions(PSC)

To the extent that the subject matter of any Order includes the use of the Hexia.local Product “Listings,” “Online Reviews,” “Reports and Analytics,” “Social Media Publishing,” “Locator and Local Pages,” “Google Business Profile Management,” or “AI Features,” such use is subject to these PSC, which form an integral part of Annex A.

1. LISTINGS

1.1.  “Listings,” as used in this SOW, means the Hexia.local Product “Listings” as defined in the Contract.

1.2.  Data Specifications. The Client may add to the “Listings” the Company’s Points of Sale (POS), thereby allowing the Client or Authorized Users to manage the Company’s Location Data through said “Listings.” The Company’s Location Data must comply with specifications required by Lanla and/or the Publishing Partners. The Client may add, modify, or delete such Location Data via API or directly within the Hexia.local Product, depending on available functionalities. Lanla reserves the right, in its sole discretion, to reject any Company Location Data that fails to meet these requirements.

1.3.  Pull API. When the Order provides for the establishment or maintenance of a connection through a Lanla API (“API Pull” or “Pull API”) enabling automatic extraction of the Company’s Location Data from a Client Data Source File (the “Data Source File”) into the Client’s Hexia.local account, the Client agrees to: (a) actively collaborate and perform all actions reasonably required for setup and proper functioning of the connection; and (b) maintain the Data Source File, including its structure, fields, and file formats, consistent with the parameters agreed upon between the Parties. The Client shall not modify the Data Source File, or its fields or formats, without Lanla’s prior written consent.

1.4.  Add-ons to Listings. If the Hexia.local “Listings” Product covered by the Order includes at least one “Listing Add-on” as defined in the Contract, the Company’s Location Data may also include additional data required specifically for such Listing Add-on (“Supplementary Data”). The Client acknowledges and agrees that Lanla may transmit such Supplementary Data to its third-party suppliers for processing. These third-party suppliers will cleanse and enrich the Supplementary Data, which Lanla will then make available to the Client. The Client undertakes to verify the cleansed and enriched Supplementary Data for accuracy. The Client remains solely responsible for any unvalidated Supplementary Data. The Client also acknowledges that it may be required to interact directly with the relevant third-party supplier, particularly in the event of issues retrieving Supplementary Data. Finally, the Client acknowledges that all Company Location Data provided by the Client to Lanla remains the Client’s property, while Lanla shall be the sole owner of the cleansed and enriched Supplementary Data derived therefrom. Such ownership does not, however, restrict the Client’s right to use the cleansed and enriched Supplementary Data for internal purposes.

1.5.  Verification. Lanla or the Publishing Partners may require implementation of a verification process (“Verification”), under which the Client or an Authorized User must respond to information requests from Lanla and/or a Publishing Partner. The Client agrees to provide Lanla with the email addresses designated to receive Verification requests, both for the Client and Authorized Users, and to obtain all necessary consents for the receipt of such communications. The Client agrees to complete, within a maximum of five (5) business days, all required Verification actions and/or forward such emails to the address designated by Lanla for that purpose. Failure to complete the Verification process within the prescribed time may delay or prevent publication of Listings.

1.6.  Independence of Publishing Partners. The Client acknowledges that Lanla exercises no control over the Publishing Partners or their use of the Company’s Location Data once transmitted. Accordingly, Lanla expressly disclaims all responsibility in this regard, including with respect to: (a) use of the Company’s Location Data by Publishing Partners; (b) ranking or display of such data following a search or query; (c) accuracy, updating, or content of published Location Data; and (d) acceptance, publication, or modification, in whole or in part, of such data. Publishing Partners retain the exclusive right, at their discretion, to remove Company Location Data from their platforms for any reason they deem appropriate.

1.7.  Liability. Lanla shall not be held liable for the absence of publication of the Company’s Location Data or for any decision by Publishing Partners to refuse, modify, or remove such data from their platforms. The Client acknowledges that Lanla cannot guarantee publication with all selected Publishing Partners where prevented by circumstances beyond its control, including but not limited to: (i) space constraints; (ii) incompatibility with the systems, formats, or applications of Publishing Partners; (iii) use by Publishing Partners of data sources other than those provided by Lanla; (iv) internal publication, validation, or update cycles of Publishing Partners; or (v) inability to locate certain Company POS. Without assuming responsibility, Lanla agrees to cooperate in good faith with Publishing Partners to facilitate publication of the Company’s Location Data to the extent possible.

1.8.  Directories. Lanla reserves the right to replace a directory that fails to perform as expected or ceases distribution. The replacement directory shall be of equal or higher level. The Client shall be notified in writing of any directory replacement.

2. ONLINE REVIEWS

2.1.  “Online Reviews,” as used in this SOW, means the Hexia.local Product “Online Reviews,” as described in the Contract.

2.2.  Synchronization. Subject to the Client granting and maintaining the necessary authorizations, reviews relating to the Client’s sites submitted by third parties to Publishing Partners under the “Online Reviews” product shall automatically be displayed and viewable within the Hexia.local Products. The Parties acknowledge that automatic display of End-Client Reviews may be subject to delays, whether technical or third-party related, and cannot be guaranteed in real time. Lanla shall not be liable for any delays, display errors, or omissions resulting from technical issues or failures of a Publishing Partner.

2.3.  Review Responses. The Client may submit, through the Hexia.local Product, a response to an End-Client Review (a “Review Response”) for those Publishing Partners offering such functionality. The Client remains solely responsible for the content of any Review Response it submits. Lanla shall transmit the Review Response to the relevant Publishing Partner but does not guarantee its publication. Lanla disclaims all liability regarding the content of Review Responses and the Publishing Partners’ decisions to publish, modify, or delete them.

2.4.  Automatic Responses. Where the “Online Reviews” product in the Order includes an “Automatic Responses” feature, the Client acknowledges that this feature allows only automatic Review Responses: (a) for Publishing Partners offering an “Automatic Responses” function; and (b) solely for End-Client Reviews containing a numerical rating without additional written text.

2.5.  AI Responses. When the “AI Responses” and/or “AI-Generated Automatic Responses” features are enabled for the “Online Reviews” product, the Hexia.local Product may provide suggested AI-generated responses (“Response Suggestions”) for Review Responses. The Client may edit such Response Suggestions but remains solely responsible for the content, language, and legality of any Response Suggestion used, edited, or submitted within the “Online Reviews” product, in compliance with applicable law and regulation. The Client undertakes to carefully review each Response Suggestion, whether suggested or edited, before submitting it to any Publishing Partner. Lanla shall in no event be responsible for the use or interpretation of AI-generated Response Suggestions.

2.6.  Notifications. The Client and/or Authorized Users may elect to receive notifications concerning new End-Client Reviews via a channel supported by Lanla (the “Notification Channel”). In such case, the Client agrees to: (a) ensure that the Notification Channel remains available and capable of receiving notifications; (b) check the Notification Channel regularly at appropriate intervals; and (c) ensure that access to the Notification Channel is adequately secured.

3. REPORTS AND ANALYTICS

3.1.  “Reports and Analytics,” as used in this SOW, means the Hexia.local Product “Reports and Analytics,” as defined in the Contract.

3.2.  Reports and Analytical Data. The “Reports and Analytics” Product allows the Client to view and access various reports and analytical visualizations (“Reports”) created from the Client’s Data, Lanla’s data, and/or third-party data. The Client expressly consents to the use of its Data by Lanla, in accordance with the Contract and the Privacy Policy, for the purpose of generating Reports and analytical visualizations. Where the Client’s Data are used to create Reports, ownership of such Data shall remain entirely with the Client. Conversely, where data sets or visualizations are generated from aggregated and/or anonymized Client Data, the Parties agree that Lanla shall own the resulting intellectual property.

3.3.  Recommendations. When Reports include recommendations relating to use of the Hexia.local Product, the Client’s Data, or other potential actions, the Parties agree that such recommendations are informational and non-binding. The Client remains solely responsible for all decisions, actions, or omissions based wholly or partly on such recommendations, and Lanla shall not be liable for any consequences thereof. The Parties agree that the Hexia.local “Reports and Analytics” Product does not include consulting, strategic analysis, or comparable professional services.

4. SOCIAL MEDIA PUBLISHING

4.1.  “Social Media Publishing,” as used in this SOW, means the Hexia.local Product “Social Media Publishing,” as defined in the Contract.

4.2.  Social Media Posts. The “Social Media Publishing” feature enables the Client to create and transfer content intended for social media platforms (“Social Media Posts”) to selected Publishing Partners through the Hexia.local Product for publication. The Client agrees that each Social Media Post shall comply with specifications established by Lanla and/or the relevant Publishing Partners. For purposes of this Contract, the content and/or data of any Social Media Post shall be deemed part of the Company’s Location Data.

4.3.  Liability. Lanla shall not be liable for any failure to distribute Social Media Posts or Company Location Data, or for any decision by Publishing Partners to refuse, modify, or remove such content. The Client acknowledges that Lanla cannot guarantee publication of Social Media Posts or Company Location Data with all selected Publishing Partners where such publication is prevented by circumstances beyond its control, including but not limited to: (i) incompatibility with Publishing Partners’ systems, formats, or applications; (ii) use by Publishing Partners of data sources other than those provided by Lanla; or (iii) internal publication, validation, or update cycles of Publishing Partners. Without assuming liability, Lanla agrees to cooperate in good faith with Publishing Partners to facilitate publication to the extent reasonably possible.

4.4.  Independence of Publishing Partners. The Client acknowledges that Lanla has no control over Publishing Partners or their use of Social Media Posts, advertisements, or Company Location Data transmitted to them. Lanla expressly disclaims any liability in this regard, including with respect to: (a) use of Social Media Posts, advertisements, or Company Location Data by Publishing Partners; (b) accuracy or updating of such content; and (c) acceptance, publication, modification, or deletion, in whole or in part, by such Partners. Publishing Partners retain sole discretion to refuse, withdraw, or modify any content transmitted by Lanla.

5. LOCATOR AND LOCAL PAGES

5.1.  “Locator,” as used in this SOW, means the Hexia.local Product “Locator,” as defined in the Contract.
“Local Pages,” as used in this SOW, means the Hexia.local Product “Local Pages,” as defined in the Contract.

5.2.  End-User Information. The Client acknowledges and agrees that it may be required, under applicable law, to provide certain mandatory information and/or obtain consent from end users of the “Locator” and/or “Local Pages” within the Client’s environment (“End-User Information”). The Client remains solely responsible for collection and management of such End-User Information. Lanla agrees to provide, upon written request, any information reasonably necessary to enable the Client to meet its legal obligations.

5.3.  Cooperation. Where the “Locator” and/or “Local Pages” Product is provided as a Managed Hexia.local Product, the Client agrees to provide Lanla, upon request, with all information reasonably required for design, configuration, implementation, and/or integration of these services, including any information required by applicable laws and regulations.

5.4.  Provision of Locator Without Listings. In the event that the Hexia.local “Locator” and/or “Local Pages” Product(s) are provided without the Hexia.local “Listings” Product, the Product-Specific Conditions (“PSC Listings”), as applicable, shall continue to apply to all matters relating to the Company’s Location Data.

6. GOOGLE BUSINESS PROFILE MANAGEMENT

6.1.  “Google Business Profile Management,” as used in this SOW, means the solution described herein allowing the Client to receive support for managing Google Business Profiles (“GB”) where available. This solution is provided on condition that all data and information relating to any (pre-existing) Business Site are written in the Latin alphabet. Supported service languages are limited to English, French, German, Italian, and Spanish. Support is provided at three levels: (a) Level One – Setup and Publication; (b) Level Two – Diagnostics and Troubleshooting; and (c) Level Three – On-Demand Service.

6.2.  Other Definitions.
(a) “Business Day” means any period from 9:00 a.m. to 5:00 p.m. ET, excluding Saturdays, Sundays, and statutory holidays observed at Lanla’s head office in Canada or the Province of Québec.
(b) “GB” or “Google Business Profile” means the Google platform allowing businesses to manage their online presence.
(c) “Google Profile” means the GB profile containing business information (such as address, name, payment methods, etc.) for each of the Client’s Business Sites.
(d) “Google Support” means the support service provided by Google to GB users, which the Client may also contact directly. Lanla shall not be responsible for services or support provided by Google Support.
(e) “Google Account(s)” means the Client’s business account(s) on GB allowing users to manage locations. Each Google Account has an owner, generally an individual using the Client’s business email.
(f) “Google Guidelines” means best practices and information published by Google in the Google Business Profile Help Center.
(g) “GB API” means the interface allowing developers to create applications that interact directly with business location information on GB.
(h) “Lanla Support Site” means Lanla’s knowledge platform hosting articles and resources on business activities.

6.3.  Communication and Collaboration. The Parties acknowledge that active collaboration and ongoing communication are essential to proper execution of the “Google Business Profile Management” service. Accordingly, the Client and Lanla agree at all times to:
(a) designate one or more contacts available during Business Days for all GB-related matters; (b) Lanla shall provide Client access to the “Lanla Support Site” (available 24/7); and (c) Lanla shall share its knowledge regarding best practices, guidelines, and potential risks related to GB.

6.4.  Level One – Setup and Publication. Lanla agrees to claim Business Sites on GB and assist the Client with individual or bulk verification of accounts as applicable, in accordance with the Google Guidelines, provided that (a) the Hexia.local Product is connected to GB via API at the account level; and (b) Lanla has access to the relevant Google Account(s). The Client shall: (a) timely provide all information requested by Lanla; (b) grant necessary authorizations; and (c) submit accurate and complete Company Location Data to the Hexia.local Product in accordance with the Contract. Lanla shall: (a) organize Business Sites on GB per account configuration; (b) adjust GB Business Sites for compliance with Google Guidelines; (c) request deletion of duplicates or closed/inactive entries; (d) contact Google Support on the Client’s behalf to delete Business Sites; and (e) request ownership of Business Sites on GB for the Client.

6.5.  Level Two – Diagnostics and Troubleshooting. To enable Lanla to perform Level Two support, the Client shall be available to promptly respond to Lanla’s requests and confirm the accuracy of Company Location Data (name, address, category, photos, and status). Lanla shall: (a) regularly review GB Business Site status; and (b) take appropriate measures in accordance with Google Guidelines, contacting Google Support when a Google Profile does not reflect the accurate Location Data.

6.6.  Level Three – On-Demand Service. Upon specific Client request (the “Request”) and Lanla’s approval, Lanla may provide additional professional services (“On-Demand Service”) under GB Management not available via GB API and not included in standard services. The Client shall: (a) provide detailed instructions and clear desired outcomes for each Request; (b) submit Requests within a reasonable time frame; and (c) notify Google Support of inaccurate data or information. Lanla shall: (a) inform the Client of relevant best practices; (b) communicate the expected completion timeline; and (c) contact Google Support and follow up on unresolved requests.

6.7.  Fees – Tiers. Depending on the number of Business Sites per Google Account, a Service Tier (S, M, or L, the “Tier”) may apply. Each Tier corresponds to a range of Business Site counts. If the Client maintains multiple Google Accounts, Tier Fees apply to each account. The applicable Tier per account is specified in the Order.

6.8.  Fixed Tier Fees. The Client shall be billed monthly fixed Tier Fees where agreed in the Order, payable in accordance with the Order’s payment terms.

6.9.  GB Location Fees. In addition to Tier Fees, the Client shall pay Lanla subscription fees for the Committed Quantity of Business Sites as indicated in the Order (“GB Location Fees”). If the actual number of Business Sites exceeds the Committed Quantity, the Client shall pay Usage-Based Fees for each additional Business Site, calculated per the Unit Price/Month set for GB Location Fees.

7. AI FEATURES

7.1.  “AI Features,” as used in this SOW, means any Hexia.local Product, functionality, or Product element, as well as any Professional or other service provided, labelled or versioned in the Product Descriptions—updated from time to time—as part of the “AI Features” or “AI Assistant” group.

7.2.  Module Input & Output. Depending on the applicable Hexia.local Product and the AI Features’ capabilities, the Client may use the “AI Features” to provide potential content (“Module Input”) serving to create “Module Output.” These “AI Features” may, based on the “Module Input” and predetermined factors (selected by the Client among available options), generate modified or new content (“Module Output”). Such “Module Output” may relate to the Company’s Location Data, other Client Data, or any content intended for use in Hexia.local through artificial intelligence (AI).

7.3.  End-User Information. The Client acknowledges it may be required, under applicable law, to provide third parties with mandatory information about its use of “AI Features,” particularly concerning AI usage, and/or to obtain necessary consents under data protection and privacy laws (“End-User Information”). The Client remains solely responsible for collection, management, and compliance of such End-User Information. Lanla shall, upon request, provide any information reasonably required to enable compliance.

7.4.  Review and Testing of Module Output. The Client expressly acknowledges that AI generation does not guarantee accuracy and that all use of “Module Output” is at its sole risk. Where the Hexia.local Product allows the Client to edit any “Module Output,” the Client undertakes to carefully review and, where appropriate, modify it before submitting to any Publishing Partner or using otherwise. The Client acknowledges that “Module Output” generated by AI may be incorrect or incomplete and may not reflect all content or context of the “Module Input.” The Client must therefore thoroughly test the “AI Features” before using any “Module Output.” The Client remains solely responsible for the content, language, legality, and compliance of all “Module Output.”

7.5.  Disclaimer. The Client acknowledges that it may not hold intellectual property or other rights in any “Module Output” or other AI-generated content, regardless of any ownership rights in the “Module Input.”

7.6.  Other SOWs. Where the Hexia.local Product, its functionalities, or its AI Assistant elements are provided in conjunction with another Hexia.local Product subject to different SOWs, those other SOWs shall remain in full force and effect. In the event of conflict between this SOW and others, this SOW shall prevail only to the extent necessary to govern the use of “AI Features” and the specific conflict concerned.

8. MISCELLANEOUS PROVISIONS

8.1.  Hierarchy. In the event of conflict between this SOW and any other element of the Contract directly referenced in the Order (except the Order itself), this SOW shall prevail only to the extent necessary to resolve the specific conflict.

8.2.  Amendments. Subject to the Contract’s provisions, Lanla may update or amend this SOW at any time, individually or in combination with other parts of the Contract, in accordance with the terms set forth therein.