Aegisys Cloud Solutions

Master Service Agreement

© 2026 Aegisys Inc. – MSA – 11 June 2026 – Revision – AEG-MA# 7451

This Master Agreement ("Master Agreement") is a binding, legal contract between 1468625 Ontario Limited D.B.A Aegisys located at 598 Falconbridge Road, Suite 7, Sudbury, ON P3A 5K6 or the Aegisys Affiliate identified on the Schedule ("Aegisys") and your organization, ("Client" or "You" or "Your").

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF AEGISYS OFFERINGS. BY CLICKING "I AGREE" OR A BOX INDICATING YOUR ACCEPTANCE WHEN PROMPTED, SIGNING BELOW, OR ORDERING, PURCHASING, ACCEPTING, RESELLING OR USING AN AEGISYS OR 3RD PARTY PRODUCT OR SERVICE, YOU ACKNOWLEDGE YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO ABIDE BY ITS TERMS, INCLUDING ALL APPLICABLE "PRODUCT TERMS OF USE."

IF YOU ACCEPT ON BEHALF OF A BUSINESS OR LEGAL ENTITY, YOU REPRESENT AND WARRANT YOU HAVE THE AUTHORITY TO BIND THAT LEGAL ENTITY TO THIS AGREEMENT AND "YOU" WILL REFER TO THAT LEGAL ENTITY.

IF YOU DO NOT UNCONDITIONALLY AGREE TO THE FOREGOING, DISCONTINUE USE OF AEGISYS OR 3RD PARTY PRODUCT OR SERVICE IMMEDIATELY.

1. About This Agreement

1.1 Scope

This Agreement governs the interactions between you and AEGISYS, including access to any AEGISYS portals and platforms, and your right to purchase our Products for your own use. This Agreement incorporates the "Product Terms of Use" applicable to each Product that sets forth further details regarding the use, marketing, resale and distribution of AEGISYS Products and services.

1.2 Precedence

If you are bound to more than one agreement with AEGISYS and if the agreement terms vary, then the order of precedence is as follows: a AEGISYS Order Form (issued by AEGISYS), an agreement executed by you and AEGISYS that expressly supersedes standard agreements; an electronic version of an agreement issued by AEGISYS and accepted by you in conjunction with an Order but only with respect to that Order; and any other standard agreement, including this Agreement.

1.3 Competition

You may not access any Aegisys Offerings if You are a direct competitor, except with Aegisys prior written consent. In addition, You may not access any Aegisys Offerings for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

2. Use of Products and Restrictions

2.1 Licenses to Subscription Services

Subject to the terms of this Agreement, applicable Product Terms of Use, and payment of Fees, Aegisys grants to the End User during the Committed Service Term of a Subscription Service a non-sub-licensable, non-exclusive, revocable, nontransferable right to use the Product as provided by Aegisys (a "License") for the number of License Units as specified in an applicable Order Form. Such use is limited to authorized End-Users and you agree not exceed the number of purchased License Units that have been paid for.

2.2 Restrictions

You may not, nor permit, facilitate or authorize any third party to:

  • Use any Product other than as permitted under this Agreement and the applicable Product Terms of Use;
  • Remove or destroy any copyright notices or other proprietary markings or identifications;
  • Access or use any Product in any manner that could damage, disable, overburden, or otherwise interfere with such Product;
  • Reverse engineer, decompile, disassemble, or otherwise attempt to extract source code;
  • Copy, modify or create derivative works of any Product;
  • Assign, sublicense, rent, timeshare, loan, pledge, lease, or otherwise transfer the Products;
  • Disclose or publicize the results of any benchmarking or competitive analysis.

3. Intellectual Property Rights

All Intellectual Property Rights in and to our Products, Portals, Aegisys Marks, Marketing Materials, Documentation and any other materials we provide are and will remain the sole and exclusive property of Aegisys, or, as applicable of our suppliers and licensors; you have no rights in any of the same other than as specifically set forth in this Agreement.

Aegisys, including Software incorporated into any Product or Portal, is licensed, not sold. Except for the limited rights granted herein and in the applicable Product Terms of Use, we and our licensors retain all right, title, interest and Intellectual Property Rights in the Products, and all copies thereof.

4. Orders & Payment

4.1 Ordering Products

When you place an Order for a Product, the terms of this Agreement, and not any pre-printed terms (such as standard terms and conditions attached to your purchase order) will govern the Order; such pre-printed terms will be null and void.

4.2 Pricing

Pricing for Product are as set forth on the relevant Order or, if not listed on the Order, in your Portal Account. Pricing during any automatic renewal Committed Service Term will be the same as that during the immediately preceding Committed Service Term plus an increase not to exceed five percent (5%) plus any increase based on market conditions, in Aegisys sole discretion.

4.3 Payment Terms

You agree to pay all charges applicable to the Products ordered by you including, but not limited to, one-time charges, monthly recurring Service Subscription charges, and any additional usage-based charges. All Fees are payable in the currency specified in the Order, are due upon receipt of invoice and are non-refundable unless we confirm that a billing error was made.

5. Confidentiality

Recipient will maintain the confidentiality of the Confidential Information of the Discloser and hold in confidence and protect such Confidential Information from dissemination to any third party except to the extent necessary to perform its obligations under this Agreement.

Recipient will use the same care to prevent and protect the Confidential Information of the Discloser as it employs with respect to its own information of a similar nature, but in no event less than a reasonable standard of care.

6. Term and Termination

6.1 Term

This Agreement will commence upon the earlier of: (i) your acceptance of this Agreement by electronic or written means, (ii) your placing an Order for Product or; (iii) your use or resale of a Product, and then will continue until terminated in accordance with the provisions of this section.

6.2 Termination for Convenience

Either Party may terminate this Agreement, at any time, without cause, upon 30 calendar days written notice. Termination of this Agreement for convenience will not terminate a Service Subscription that was purchased prior to termination until the end of the applicable Committed Service Term.

6.3 Termination for Material Breach

Each party will have the right to terminate this Agreement upon notice to the other party if such other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.

For the complete Master Agreement including all sections, terms, and conditions, or for questions regarding this agreement, please contact our legal team at legal@aegisys.com.