MSA Hexia.voc program

Annex A – Standard Terms and Conditions

1. DEFINITIONS

Capitalized terms in this Agreement have the meanings set forth in the Statement of Work to which this Annex A is attached (as amended, the “Statement of Work” or “SOW”) or the meanings set forth below:

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

1.2. “Client” means the client identified in the SOW, and its affiliates and related companies that may benefit from this Agreement.

1.3. “Term” means the duration of (a) the Services, (b) a Software License, or (c) a Program, as applicable, identified in the SOW; when the Agreement does not specify a particular item, “Term” means the longest period set forth in the SOW.

1.4. “Lanla” means Lanla Inc., doing business as Lanla.

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

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

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

1.8. “Intellectual Property” means any intellectual or industrial property asset, including: (a) rights protected by law, such as copyrights, trademarks, patents, industrial designs, and integrated circuits; (b) registration with a governmental authority protecting such assets; (c) trade secrets and goodwill, such as expertise, 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, home address, email address, and telephone number, as well as IP address and data regarding 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 a party or its representatives (each, a “Disclosing Party”) to the other party (each, a “Receiving Party”), including, without limitation: (ii) information contained in, or included in, 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, that contain or reflect such information; (iii) Intellectual Property; (iv) information identified as confidential by the Disclosing Party (i.e., all client lists, business plans, marketing plans and strategies, passwords or user IDs, or financial information); and (v) what is learned or observed by the Receiving Party during visits to the Disclosing Party’s premises, if applicable. For clarity, Lanla acknowledges and agrees that Personal Information, as well as information contained in Deliverables, reports, work, and any document prepared by it for the benefit of the Client under this Agreement, 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. Engagement. Lanla agrees to execute the Program and provide the Services identified in the SOW. Lanla also agrees to deliver the Deliverables set forth in the SOW based on data collected under the Program.

2.2. Representatives. Lanla will execute the Program through competent and trained representatives, who may be employees or consultants, as detailed in the SOW. Lanla agrees to provide the Services through its personnel or qualified subcontractors, at its discretion, unless otherwise specified in the SOW.

2.3. Standards. Lanla agrees to exercise due diligence and professionalism in providing the Services and executing the Program. However, Lanla does not warrant the accuracy of the collected data and shall not be liable for damages suffered by the Client resulting from its 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 provide services not explicitly set forth in the SOW or otherwise expand the Program (collectively, “Additional Services”), in consideration of an additional fee established in accordance with Lanla’s customary rates. Unless a SOW is executed with respect to such Additional Services, they are included in the definition of “Program” or “Services” under this Annex A and governed by the terms of the Agreement, if applicable.

3.2. Customary Rates. Lanla may update its customary rates set forth in the SOW annually, at its discretion, and shall provide a copy to the Client upon request.

4. DELIVERABLES

4.1. Delivery. Provided the Fee is paid in full, Lanla shall deliver the Deliverables to the Client as specified in the SOW.

4.2. Reference. Lanla may require attribution on any publicly displayed Deliverable, 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 under the Deliverables, subject to Article 10.

5. SOFTWARE LICENSE

5.1. Software License. Provided the Fee is paid in full, Lanla grants the Client a license to use the Software identified in the SOW for the Term, for the project purpose and for the number of users specified in the SOW (as a SaaS service, the “Software License”) for internal purposes only. The Software License does not permit the Client to (a) assign or transfer the Software to a third party; (b) grant sublicenses; (c) reproduce or modify the Software; or (d) provide services to third parties.

5.2. Standards. The Software shall substantially conform to the specifications published by Lanla and provided to the Client. However, Lanla does not warrant that the Software (or the data or other Deliverables) will be available at all times without interruption, provided that Lanla shall use reasonable efforts to remedy any Software outage.
5.3. Support. Lanla shall provide support services during the Term of the Software License, 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 services.

6. FINANCIAL TERMS

6.1. Fee. The Client agrees to pay the Fee set forth in the SOW for each item (Service, Software, and/or Program), plus applicable taxes. Where a portion of the Fee is on an “estimated basis,” such estimate is for informational purposes only, does not bind Lanla, and shall not be deemed a fixed-fee agreement. License fees are invoiced monthly based on the number of locations integrated into the Program at the beginning of each month.

6.2. Expenses. All routine expenses incurred by Lanla in performing this Agreement and approved by the Client in the SOW (such as travel, underlying technology fees or licenses, or data acquisition) shall be charged to the Client and added to the Fee.

6.3. Payment. The Client agrees to pay the Fee according to the installments and methods set forth in the SOW. Fees for Additional Services shall be invoiced when performed and payable within 30 days, unless otherwise agreed.

6.4. Interest. Any amount not paid when due shall bear interest at a rate of 2% per month (24% per annum).

6.5. Collection Costs. The Client agrees to reimburse costs and expenses incurred by Lanla, including reasonable attorney’s fees, in connection with the collection of amounts due under the Agreement.

7. COLLABORATION

7.1. Instructions. The Client shall promptly respond to Lanla’s requests for instructions, decisions, or feedback (no later than 5 business days). If the Client’s instructions or feedback fall outside the scope of the SOW, the additional work shall be treated as “Additional Services” under Section 3.1.

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

8. TERMINATION OR AMENDMENT

8.1. Unilateral Termination. The Client waives the benefit of Section 2125 of the Civil Code of Québec. Lanla will not refund any deposit or other payment made toward the Price unless (a) a Service or Program is not performed; or (b) a Software License is not effectuated, if applicable.

8.2. Default. If the Client (a) defaults in paying any installment of the Price; or (b) defaults in complying with any other term of the Contract; or (c) becomes subject to any bankruptcy or insolvency proceedings (including any reorganization, arrangement, liquidation, dissolution, or receivership), or its assets are seized or a receiver is appointed over its property, then Lanla may, at its discretion: (i) unilaterally terminate the Contract, in whole or in part; (ii) suspend the Services or the Program; or (iii) delay the delivery of the Deliverables.

8.3. Termination. Upon termination of the Contract, in whole or in part, Lanla may terminate any Software License and deny access to the Software. Upon termination, the Client must return to Lanla all originals and copies of content, confidential information, and Intellectual Property belonging to Lanla and delete any computer or other copies that remain 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 the termination.

8.5. Amendment. Any amendment to this Contract must be approved in writing by each party.

9. INTELLECTUAL PROPERTY

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

9.2. Exclusion. Notwithstanding the foregoing, Lanla undertakes not to use (a) the Client’s name, logo, or any other trademark; or (b) any data provided by the Client to Lanla, in any other engagement.

9.3. Integrity. The Client undertakes not to, and shall not 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 Lanla harmless from any and all: (a) infringement by the Client of Lanla’s Intellectual Property; (b) claims arising from the Client’s use of a Deliverable or Software that is not strictly in accordance with the Contract or specifications; or (c) claims arising from content or data provided by the Client to Lanla.

10. CONFIDENTIALITY

10.1. Lanla. During the term of this agreement and following the termination of the Contract, Lanla undertakes to preserve the confidentiality of the Client’s confidential information (including financial and statistical data, personal information, Intellectual Property, and sensitive business information) and any other data provided by the Client and identified as confidential. Specifically, Lanla undertakes not to disclose information or data collected in connection with the performance of this Contract (including any metadata) to any other client. Lanla shall apply to the Client’s confidential information the same care and discretion it applies to its own, including with respect to backup and system security. Encryption mechanisms will be used for sensitive information to prevent unauthorized access or manipulation. The most sensitive data shall only be accessible by key employees of Lanla, with password protection and monitored access. All Lanla employees shall use computer systems provided by Lanla under the supervision of a manager. All systems shall be governed by security policies and protected by antivirus software to prevent external threats.

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

10.3. Client. The Client undertakes to preserve the confidentiality of Lanla’s confidential information and Intellectual Property, including its price lists and the terms of this Contract.

10.4. 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 this purpose.

11. NON-SOLICITATION

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

12. LIABILITY

12.1. Non-Conformance. The Client must notify Lanla in writing no later than thirty (30) days following the receipt or performance of a 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 expense.

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

12.3. Exclusion of Liability. The warranties under this Contract do not apply to defects or non-conformities resulting from, or arising in connection with, modifications made by the Client to the Software, failures of Internet connections or Client equipment, interference from other websites, malicious programs or technologies, or any other defect caused by the Client under the terms of this Contract or specifications. Lanla shall not be obliged, under the warranties of this Contract, to perform any work to restore or rebuild files damaged due to equipment deficiencies or human error. Lanla shall not be responsible for claims or damages incurred by the Client resulting from unauthorized use of 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, suitable, or fit for any purpose. Lanla makes no representation other than those explicitly provided herein. THE WARRANTIES PROVIDED IN THIS CONTRACT REPLACE AND EXCLUDE ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS, WHETHER IMPLIED OR EXPRESS, MANDATED BY APPLICABLE LAW OR OTHERWISE.

13. EXCLUSIVITY AND RELATED PARTIES

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. Related Parties. The parties agree that certain entities related to the Client may benefit from this Contract, in which case the Client undertakes and guarantees to Lanla the compliance with the provisions of this Contract and ensures that any such related entity complies with the obligations undertaken by the Client under this Contract.

14. MISCELLANEOUS

14.1. Severability. If any provision of this Contract is found to be 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 and bind the parties.

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 consents to injunctive relief.

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

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; or (b) in connection with the sale of a substantial portion of its assets or a change-of-control transaction; or (c) in favor of subcontractors, in whole or in part.

14.5. Governing Law. The Contract is governed by the laws of Québec and the applicable laws of Canada. Any claim or dispute shall be subject to the exclusive jurisdiction of the courts of Québec, Montreal district.

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

14.7. Notices. Any formal notice under this Contract shall be delivered by registered mail or by email with proof of receipt, to the contact details set forth in the SOW or to any other address provided by a party in accordance with this Section 14.7.

Product-Specific Conditions (PSC)

To the extent that the subject of an Order includes the use of the Hexia.local Product “Alerts,” “Reports & Analytics,” “Review Generation,” or “AI Features,” such use is subject to these PSC, which are deemed an integral part of Annex A.

1. ALERTS

1.1. Alerts. For the purposes of this SOW, “Alerts” means the Hexia.voc Product “Alerts” as described in the Contract.

1.2. Synchronization. Provided that the Client grants and maintains the necessary authorizations, alerts related to the Hexia.voc Product within the “Alerts” product shall be automatically displayed and accessible in the Hexia.voc Products. The Parties acknowledge that the automatic display of End Client alerts may experience delays, whether technical or due to third parties, and real-time display cannot be guaranteed. Lanla shall not be liable for delays, display errors, or omissions resulting from a technical problem or failure.

1.3. AI Responses. When the “AI Responses” features are enabled for the “Alerts” product, the Hexia.voc Product may provide AI-generated response suggestions (the “Response Suggestions”) for responding to Alerts. The Client may modify or edit these Response Suggestions but remains solely responsible for the content, language, and legality of any Response Suggestion used, edited, or submitted in the context of “Alerts,” in accordance with applicable laws and regulations. The Client undertakes to carefully review each Response Suggestion, whether suggested or edited, before submitting it to the End Client. Lanla shall not be liable under any circumstances for the use or interpretation of AI-generated Response Suggestions.

1.4. Notifications. The Client and/or authorized Users may choose to receive notifications regarding new End Client alerts via a channel supported by Lanla (the “Notification Channel”). In such case, the Client undertakes to: (a) ensure that the Notification Channel remains continuously available and capable of receiving notifications; (b) regularly check the Notification Channel at appropriate intervals; and (c) ensure that access to the Notification Channel is sufficiently secure.

2. REPORTS & ANALYTICS

2.1. Reports & Analytics. For the purposes of this SOW, “Reports & Analytics” means the Hexia.voc Product “Reports & Analytics,” as defined in the Contract.

2.2. Reports and Analytical Data. The Hexia.voc Product “Reports & Analytics” allows the Client to view and access various reports and analytical visualizations (the “Reports”) created from Client Data, Lanla data, and/or third-party data. The Client expressly consents to its Data being used by Lanla, in accordance with the Contract and Privacy Policy, for the purpose of creating Reports and analytical visualizations. When Client Data is used to create Reports, ownership of such Data remains fully attributed to the Client. However, when datasets or visualizations are generated from aggregated and/or anonymized Client Data, the Parties agree that Lanla holds full intellectual property rights.

2.3. Recommendations. When the Reports contain recommendations related to the use of the Hexia.voc Product, Client Data, or any other potential actions, the Parties acknowledge that such recommendations are purely informational and non-binding. The Client remains solely responsible for any decision, action, or omission based in whole or in part on these recommendations, and Lanla shall not be liable for the consequences of such decisions. The Parties agree that the Hexia.voc Product “Reports & Analytics” does not include any consulting, strategic analysis, or other comparable Professional Services.

3. REVIEW GENERATION

3.1. Review Generation. For the purposes of this SOW, “Review Generation” means the Hexia.voc Product “Review Generation,” as defined in the Contract.

3.2. Link to Google My Business. The “Review Generator” feature allows the Client to add links on the survey thank-you page to the Google My Business pages of each location to encourage online positive reviews. Lanla shall not be liable for display errors or omissions resulting from a technical problem or failure of a Publishing Partner.

3.3. Online Reviews. The posting of an Online Review is at the sole discretion of the End Client. Lanla disclaims all liability regarding the number of Online Reviews, the content of Online Reviews posted by the End Client, and the decisions to publish, modify, or remove reviews made by the Publishing Partners.

3.4. Responsibility. The Client acknowledges that Lanla cannot guarantee the publication of Online Reviews by the End Client.

4. AI FEATURES

4.1. Definition of AI Features. “AI Features” means any functionality, module, component, or Professional Service integrated into the Hexia platform, as well as all of its related products and services, as described in the Product Descriptions, that includes artificial intelligence capabilities or an “AI Assistant.” The AI Features may analyze, transform, or generate content based on data or instructions provided by the Client or its authorized Users. The Client acknowledges that any content automatically generated (“AI-Generated Content”) may contain errors, omissions, or contextual limitations, and that Lanla provides no guarantee as to its accuracy, relevance, or completeness.

4.2. Summary of the AI Policy. Lanla implements the AI Features of the Hexia platform and its products and services in accordance with principles of transparency, accountability, and compliance with applicable laws, including, without limitation, the Personal Information Protection and Electronic Documents Act (PIPEDA) and Québec’s Law 25. The AI Features are intended solely to support analysis, operational efficiency, and content generation, and are not intended to replace the Client’s professional judgment. Lanla never reuses Client Data for the training or improvement of AI models. The use of third-party providers is governed by strict contractual measures relating to confidentiality, security, and legal compliance. For more information, please consult: https://lanla.com/en/privacy-policy/.

4.3. Client Responsibilities. The Client remains solely responsible for complying with its legal obligations relating to the use of AI Features, including any information or consent requirements applicable to end users under personal information protection laws. The Client must review, validate, and, if necessary, adjust any AI-Generated Content prior to its use, publication, or communication to any third party, acknowledging that such content may be inaccurate, incomplete, or unsuitable for its intended context. Lanla will provide the Client, upon request, with any information reasonably necessary to enable the Client to meet its legal obligations.

4.4 Other Terms of Service (TOS). When the AI Features are used in conjunction with other sub-products, modules, or services related to the Hexia platform’s products and services and governed by separate TOS, those TOS shall remain fully applicable. In the event of any conflict between these provisions and those of other TOS, these provisions shall prevail solely to the extent necessary to govern the use of the AI Features and resolve the conflict.

5. MISCELLANEOUS PROVISIONS

5.1. Hierarchy. In the event of a conflict between the provisions of these PSC and any element of the Contract to which it is directly referenced in the Order (excluding the Order itself), these PSC shall prevail only to the extent necessary to resolve the specific conflict in question.

5.2. Amendments. Subject to the provisions of the Contract, Lanla may update or modify these PSC at any time, individually or in combination with other parts of the Contract, in accordance with the terms set forth in the Contract.