Terms of Use

Last Updated: April 24, 2025

Welcome

These Proto Terms of Use (the “Terms”) govern this website and all proto.cx webpages (collectively, the “Site”). Please read these Terms carefully as they are a legal agreement between Proto Global Ltd. and its subsidiaries (collectively, “Proto”) and you (the "Client"). By visiting, accessing or otherwise using the Site, the Client agrees to be bound by these Terms and to comply with them. If the Client does not agree to all of these Terms, the Client must not access or use the Site. Proto periodically update these Terms, so the Client must regularly review them. Proto will post the effective date of any updates at the beginning of these Terms. By continuing to use the Site after an update, the Client's continued use constitutes acceptance of the updated Terms. Proto offers additional services within or outside the Site under specific terms and conditions (the “Services”), for example, the Proto Reseller Agreement and Proto AICX Proposal (the “Additional Service Terms”). The Client's use of such Services is governed by these Terms and the applicable Additional Service Terms. If there is any conflict between the provisions in these Terms and the applicable Additional Service Terms relating to use of the Site and the Services, these Terms shall supersede.

Definitions

These definitions and rules of interpretation apply in the Terms:

Additional Service Terms: Additional services offered by Proto within or outside the Site agreed by the Client under specific terms and conditions, for example, agreements such as the Proto Reseller Agreement and orders forms such as the Proto AICX Proposal.‍

Add-Ons: Additional features on the Site that require an opt-in and excess recurring payment by the Client that is added to the Recurring Fees.‍

Authorised Users: Those employees, agents and independent contractors of the Client who are authorised by Client to use the Site on the Client's behalf and under the Client's liability.‍

Business Day: A day other than a Saturday, Sunday or public holiday in Canada when banks in Toronto are open for business.‍

Change of Control: Shall be defined as in section 1124 of the Corporation Tax Act 2010, the terms controls, controlled and the expression change of control shall be construed accordingly.‍

Client Content: Any text, files, images, photos, video, sounds, software, works of authorship, or other materials that the Client uploads or otherwise provide to the Site.‍

Confidential Information: Means all commercial or proprietary information of a confidential nature disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by one Party to the other Party including information relating to such Party’s know-how, trade secrets and business affairs, whether disclosed before or after the Terms are agreed by the Client.‍

Customer: An end-user that is the customer of the Client.‍

Dispute: Has the meaning given to it within the Dispute Resolution provision.‍

Dispute Notice: Has the meaning given to it within the Dispute Resolution provision.‍

Documentation: The documentation made available to the Client by Proto online via https://www.documentation.proto.cx or such other website notified by Proto to the Client from time to time which sets out a description of the Site and the instructions for use the Site, and which is hereby incorporated by reference. ‍

Effective Date: The date that the Client agrees to these Terms.

Errors: AI-generated interactions that are verifiably incorrect or non-relevant to the Client.

Error Prevention: Proto's system for filtering and controlled AI-generated interactions via secure websocket, including standard and manual prompts, large language model programming, and keyword banning.

Extra Work: Additional Client-requested software development beyond the Software available in the Site.

Initial Period: The initial time period of these Terms as defined within and selected by the client within the Site and/or via the Additional Service Terms, which shall be 30 days unless otherwise specified.

Intellectual Property Rights: Patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Interactions: Text and voice messages and emails received or sent by a Customer in an Initial Period or Renewal Period.

Renewal Period: The renewal period of these Terms as defined within and selected by the client within the Site and/or via the Additional Service Terms, which shall be 30 days unless otherwise specified.

Representatives: In relation to a Party, its employees, officers, contractors, subcontractors, representatives and advisers, and in the case of Proto in particular, its insurers, lenders, prospective lenders, investors and prospective investors.

Services: Any additional services, within or outside the Site, offered by Proto and accepted by the Client within the Additional Service Terms.

Service Level Agreement: Proto's policy for providing first-tier support for the Site.

Site or Site Content: Digital content, including but not limited to information, data, software, photographs, graphs, videos, text, graphics, music, sounds, compilations, and any other content owned, operated, licensed, and/or controlled by Proto that is protected by copyright, trademark, trade secret, or other proprietary rights.

Software: The underlying software applications provided by Proto as part of the Site, and including any Updates and Upgrades.

Recurring Fees: The fees payable by the Client to Proto for the Usage, as defined within the Site and/or Additional Service Terms, and subject to change from time to time.

Terms: These Terms of Use made available to the Client by Proto online via https://www.proto.cx/legal/terms-of-use or such other web address notified by Proto to the Client from time to time.

Updates: Any updates, minor enhancements, corrections, bug fixes, patches or functions added to or removed from the Software by Proto from time to time in its sole discretion, but shall not include any new Software that Proto markets and sells separately.

Upgrades: Any major releases of the Software by Proto from time to time in its sole discretion that replace a prior version of the Software.

Usage: The value of the total number of Interactions and enabled Add-Ons as bundled within the pricing plans known as: Free, Pro, Total and Enterprise.

Virus: Any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: A weakness in the computational logic (for example, code) found in Software components that when exploited, results in a negative impact to the confidentiality, integrity or availability of Software.

Site content

Proto or its licensors retain all rights to the Site Content. Proto grants the Client a limited, revocable, non-sublicensable right to view the Site Content solely for the Client's internal use of the Site. The Client shall use the Site Content solely for the uses specifically authorised on the Site and the Client will make no other use of it without Proto’s express written permission. Except as specifically authorised, the Client shall not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit the Site Content. The Site Content is not for resale. The Client shall not delete or alter any proprietary rights or attribution notices in the Site Content.

Software: The Software, in both source and binary forms, sample code, APIs, SDKs, Documentation, and other related materials may be available for download on certain parts of the Site. Proto or its licensors own and retain all rights to the Software, including all applicable intellectual property rights. Nothing in these Terms grants any right or license to the Software.

Trademarks: The names, logos, graphics, brands, and icons on the Site (other than those belonging to third parties) are Proto’s trademarks. Proto's trademarks shall only be used in connection with the Site. Proto grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use Proto's trademarks solely in strict accordance with these Terms. The Client shall not use Proto's trademarks or trade dress in connection with any products or services that are not Proto’s in a way and that is likely to cause confusion among consumers or that disparages or discredits Proto. All third-party trademarks on the Site are the property of their respective owners, who may or may not be affiliated with Proto.

Client content

Proto does not claim any ownership rights to the Client Content. However, the Client grants to Proto a worldwide, royalty-free, sublicensable, perpetual, irrevocable license to use, modify, publicly perform, publicly display, reproduce, and distribute the Client Content for the limited purpose of providing the Site and the Services. If the Client provide Proto with any feedback, the Client authorises Proto to use such feedback for any purpose, without any restriction or limitation. The Client may completely or partially revoke these rights by submitting a written request to Proto.

Indemnification: The Client shall indemnify and defend Proto and its respective directors, officers, and employees against any liability, loss, settlement payment, interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defence costs, and any other fees, costs, expenses and charges incurred as a result of a third-party claim or action that (a) the Client Content infringes the rights of a third party; (b) results from the Client's breach of its obligations under the Terms; or (c) results from the Client's violation of applicable laws. The Client shall not make any admission on Proto’s behalf or settle any claim unless the settlement unconditionally releases the Proto of all liability. Proto will reasonably assist the Client in all necessary respects in connection with the defence of the claim, at the Client's expense. Proto may participate in the defence of the claim at its sole cost and expense.

License

The Client is granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site solely in accordance with the Terms. Proto does not grant to the Client a license, express or implied, to any Proto intellectual property except as specifically authorised by these Terms.

Client's obligations: The Client warrants to Proto that it will not use the Site for any unlawful or prohibited purpose. The Client shall not use the Site to: (a) in a way that could damage, disable, overburden, or otherwise impair them or interfere with any other Party’s use of the Site; (b) obtain or try to obtain any materials or information that Proto has not intentionally made available; (c) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Software (as applicable) in any form or media or by any means; (d) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Software; (e) access all or any part of the Software in order to build a product or service which competes with the Site; (f) serve third-parties that are not Customers; (g) introduce or permit the introduction of, any Virus or Vulnerability into Proto's network and information systems.

Proto's rights: Proto reserves the right, in its sole discretion and without notice, to: (a) revise the Site Content and/or Software available on the Site; (b) impose rules for and limits on use of, or access to, the Site; (c) revoke the Client's access to part, or total, to the Site; (d) change, suspend, or discontinue any aspect of the Site. Proto will not be liable to the Client or to any third party for taking any of the foregoing actions.

Recurring fees

The Client's license and access to the Site requires the payment of the Recurring Fees for Usage and Add-Ons beyond the limit of any trial or free access that Proto offers via the Site from time to time and subject to change in its sole discretion.

Payment terms: The Client will pay for the Recurring Fees per the following standard terms: (a) Proto shall invoice Client for the Recurring Fees on a monthly basis unless otherwise selected by the Client in the Site or Additional Service Terms; (b) the Recurring Fees shall be paid at the start of the month or billing period for the Usage;  (c) the Client shall pay each invoice submitted by Proto within 7 calendar days of receipt either by automated credit card payment or wire transfer; (d) if Proto has not received payment of any submitted and uncontested invoice within 30 days after the due date, and without prejudice to any other rights and remedies, Proto may, without liability to Client, disable Client's account and access to all or part of the Site and Proto shall be under no obligation while the invoice(s) concerned remain unpaid; (e) the Recurring Fees shall be payable in United States dollars; (f) the Recurring Fees shall be exclusive of value added tax, sales tax or similar tax which shall be added to Proto's invoices at the appropriate rate and are exclusive of any withholding taxes, to the extent applicable, which withholding taxes shall be paid solely by Client.

Fixed recurring fees: In the case that Recurring Fees have been set at a fixed rate per Additional Service Terms, then Proto shall: (a) upon the start of the Renewal Period, retain the right to charge the Client the value of  the difference between fixed rate and the actual Usage during the Initial Period that is in excess of the fixed rate; (b) such difference shall be paid by per the payment terms in this provision.

Termination

These Terms shall, unless otherwise terminated as provided in this provision, commence on the Effective Date and shall continue for the Initial Period and, thereafter, these Terms shall be automatically renew for successive periods (each a Renewal Period).

Voluntary termination: These Terms can be voluntarily terminated, without affecting any other right or remedy, if either Party notifies the other Party of termination, in writing or via a cancellation selection in the Site, at least thirty (30) days before the end of the Initial Period or any Renewal Period, in which case these Terms shall terminate upon the expiry of the applicable Initial Period or Renewal Period.

Immediate termination: These Terms will be immediately terminated, without affecting any other right or remedy, by giving written notice to the other Party if: (a) the other Party fails to pay any amount due under these Terms or Additional Service Terms on the due date for the invoice and remains in default not less than 10 days after being notified in writing to make such payment; (b) the other Party commits a material breach of any provision of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so; (c) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts as defined under applicable law; (d) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (e) the other Party applies to court for, or obtains, a moratorium under applicable bankruptcy and insolvency laws; (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party; (g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party (being a company, partnership or limited liability partnership); (h) the holder of a qualifying floating charge over the assets of that other Party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; (i) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other party; (j) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; (k) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (l) there is a Change of Control of the Client that directly impacts Proto's ability to provide the services, in which case Proto (but not Client) may elect to terminate these Terms.

Upon termination: Proto may destroy or otherwise dispose of any of the Client Content in its possession unless Proto receives, no later than 30 days after the effective date of the termination of these Terms, a written request for the delivery to Client of the then most recent back-up of the Client Content. Proto shall use reasonable commercial endeavours to deliver the back-up to Client Content within 30 days of its receipt of such a written request, provided that Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). Client shall pay all reasonable expenses incurred by Proto in returning or disposing of the Client Content. Any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.

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Account security

If any part of the Site requires the Client to open an account, the Client must complete the registration process by providing current, complete, and accurate information as prompted by the applicable registration process. The Client may be asked to choose a password and a username.

Client's obligations: The Client is solely responsible for maintaining the confidentiality of passwords, usernames, and other account information of its Authorised Users. Furthermore, the Client is solely responsible for all activities that occur under its account and will be held liable for losses or damages incurred by Proto or another party due to someone else using the Client's passwords or usernames. The Client agrees to notify Proto immediately of any unauthorised use of its account or any other breach of security.

Proto's liability: Proto will not be liable for any loss or damages that may incur as a result of someone else using the Client's passwords or usernames. The Client and its Authorised Users shall not use anyone else’s account at any time without the permission of the account holder.

No unlawful use

The Client and its Authorised Users shall not use the Site for any purpose that is unlawful or prohibited by these Terms or applicable laws. The Client shall not use the Site in a manner that could damage, disable, overburden, or impair any Proto server, or the networks connected to any Proto server, or interfere with any other Party’s use and enjoyment of any of the Site. The Client shall not attempt to gain unauthorised access to the Site, other accounts, computer systems, or networks connected to Proto’s systems through hacking, password mining, or any other means. The Client shall not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site.

Client's obligations: The Client shall not use the Site to, nor permit any third party to: (a) promote competitive offerings or services (commercial or otherwise); (b) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others or publish, post, upload, or distribute any information that would result in the same; (c) download, upload, or otherwise make available materials, software, or information that is not legally owned and without permission of the intellectual property rights owner; (d) impersonate someone else, falsely represent an identity or qualification, or breach another’s privacy.

Prohibited content: For clarification, the Client and its Authorised Users shall not, access, store, distribute or transmit any Virus, or any material during the course of its use of the Site that is: (a) unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) infringes any copyright, database right or trade mark of any other person; (f) breaches any legal duty owed to a third-party, such as a contractual duty or a duty of confidence; (g) in contempt of court; (h) promotes any illegal content or activity; (i) threatening, abusive or invades another’s privacy; (j) likely to harass, upset, embarrass, or alarm any other person; (k) likely to deceive another person or which involves misrepresenting identity or affiliation with any person; (l) give the impression that such contribution emanates from Proto, if this is not the case; (m) discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; (n) otherwise illegal or causes damage or injury to any person or property.

Proto's rights: Proto has no obligation to monitor the Site. The Client agrees that Proto has the rights to monitor the Site and to collect and/or disclose any information as necessary or appropriate to: (a) satisfy any law, regulation, or other governmental request; (b) to operate the Site properly; (c) optimise the Site and/or Proto’s business operations; (d) protect Proto, its other Clients, or its Customers.

Disclaimer of liability

ALTHOUGH PROTO HAS ATTEMPTED TO PROVIDE ACCURATE INFORMATION ON THE SITE, PROTO ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF THE INFORMATION. NEITHER PROTO NOR CLIENT ENDORSE OR ASSUME RESPONSIBILITY FOR THE OTHER PARTY'S CONTENT.

THIS SITE IS PROVIDED "ASIS" AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. TO THE EXTENT PERMITTED BY LAW, PROTO DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, OR THAT ARISE FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

PROTO SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT GOODS, OR LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE THIS SITE OR ANY RELATED SERVICES OR CONTENT, OR DAMAGES RESULTING FROM USE OF OR RELIANCE ONTHE INFORMATION PRESENT, EVEN IF PROTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROTO’S TOTAL LIABILITY ARISING OUT OF THE SITE, WHETHER ON BREACH OF CONTRACT, BREACH OF WARRANTY, CLAIM OF NEGLIGENCE, OR OTHERWISE, SHALL NOT IN ANY CASE EXCEED THE COST PAID BY THE CLIENT TO ACCESS THE SITE OR$100.00, WHICHEVER IS LESS.

IF THE CLIENT'S NON-IDENTIFIABLE DATA ARE USED FOR RESEARCH PURPOSES, THEN ANY LIMITATION OF LIABILITY AND INDEMNITY CLAUSES CONTAINED WITHIN ANY PRIVACY POLICY, END-USER LICENSE AGREEMENT OR TERMS OF USE ARE WAIVED WITH RESPECT TO ANY HARMS SUFFERED OR LIABILITIES INCURRED AS A RESULT OF ANY RESEARCH ACTIVITIES.

Confidentiality

Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under these Terms. The Client acknowledges that details of the Site, and the results of any performance tests on the Site, constitute Proto's Confidential Information.

Exclusions: A Party's Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving Party; (b) was in the other Party's lawful possession before the disclosure; (c) is lawfully disclosed to the receiving Party by a third-party without restriction on disclosure; (d) is independently developed by the receiving Party, which independent development can be shown by written evidence.

Prohibited use: Each Party shall keep the other Party's Confidential Information secret and confidential and shall not: (a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with these Terms ("Permitted Purpose"); (b) disclose such Confidential Information in whole or in part to any third-party, except as expressly permitted by this provision.

Permitted purpose: A Party may disclose the other Party's Confidential Information for the Permitted Purpose, provided that: (a) the Party informs of the confidential nature of the Confidential Information before disclosure; (b) at all times, it is responsible for the recipients' compliance with the confidentiality obligations set out in this provision unless otherwise required by law; (c) such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation, by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible.

Upon expiry: On termination or expiry of these Terms, each Party shall: (a) destroy or return to the other Party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other Party's Confidential Information; (b) erase all the other Party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third-parties (to the extent technically and legally practicable); (c) certify in writing to the other Party that it has complied with the requirements of this provision, provided that a recipient Party may retain documents and materials containing, reflecting, incorporating or based on the other Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority; provided, however: (d) that if a legal proceeding has been instituted to seek disclosure of the Confidential Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered; (e) that the recipient Party shall not, in connection with the foregoing obligations, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with general systems archiving or backup policies; (f) that the recipient Party shall not be obligated to return or destroy Confidential Information of the discloser to the extent the recipient is required to retain a copy pursuant to applicable law; and (g) the above provisions of this provision shall survive for a period of 5 years from termination or expiry of these Terms.

Communications

When the Client visits the Site or send electronic messages to Proto, the Client is communicating electronically. When Proto sends the Client communications about the Site, Proto will do so in accordance with consumer choices and its privacy policy. By registering for an account, sending an electronic message, or otherwise communicating with Proto, the Client has agreed to communicate electronically, which may include receiving emails from Proto or its affiliates. The Client may withdraw its consent at any time by sending an opt-out notice, clicking on the “unsubscribe” link in an email, or otherwise managing communications preferences in the Site.

Additional provisions

Privacy Policy: Proto's Privacy Policy describes how Proto will protect the Client's privacy and handle personal information within the Site. By using the Site, the Client's agrees that Proto can use such personal information in accordance with this policy.

Errors: In the event of Errors during which the Client relied upon the Error Prevention, Proto will be solely liable for the Errors. A penalty of 1% of the billing period's invoice per error will be credited to the Client.

Errors without Extra Work: In the event of Errors during which the Client forewent Extra Work, either proposed by the Client or Proto, and this Extra Work would have complimented the Error Prevention, Proto and the Client will be jointly liable for the Errors. A penalty of 0.5% of the billing period's invoice per error will be credited to the Client.

Links to third-parties: Certain links on the Site may lead to third-party websites. Proto provides these links only as a convenience and the use by Proto of such links does not imply any endorsement of the third party, its products, or its services.

Jurisdiction: The laws of the Province of Ontario will govern these Terms , without regard to any conflict of laws provisions that would result in the application of the laws of any other forum.

Dispute resolution: Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, if a dispute arises out of or in connection with these Terms or the performance, validity or enforceability hereof (a “Dispute”) then the Parties shall follow this procedure: (a) either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (the “Dispute Notice”), together with relevant supporting documents; (b) on service of the Dispute Notice, the CEO (or their designate) of Proto and the CEO (or their designate) of the Client shall attempt in good faith to resolve the Dispute; (c) if the CEO (or their designate) of Proto and CEO (or their designate) of Client are unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to and finally resolved by arbitration under the ADRIC Arbitration Rules (“Rules”), and such Rules are incorporated by reference into this provision: (i) the language to be used in the arbitration shall be English; (ii) the number of arbitrators shall be one; (iii) the seat, or legal place, or arbitration shall be Toronto, Canada.

Rights and remedies: Except as expressly provided in these Terms, the rights and remedies of either Party provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be struck and the remaining provisions will remain in full effect.

Disclosure: The Client and Proto shall be permitted, and hereby grant to eachother a limited, non-exclusive, non-transferable, non-assignable, royalty-free licence to use each Party's name and trademarks in any medium for promotional and marketing purposes. Proto or the Client may partially or completely revoke these rights by providing the other party with a written notice.

Waiver: If the Client or others violate these Terms and Proto takes no immediate action, this in no way limits or waives Proto's rights, such as Proto's right to take action in the future or in similar situations.

Amendment: Proto reserves the right to change these Terms from time to time at its sole discretion.

Force majeure: Proto shall have no liability to Client under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Proto or any other Party), failure of a utility service or transport or telecommunications network, act of God, war, epidemic, pandemic, riot, civil commotion or restrictions, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.

Entire terms: These Terms constitutes the entire agreement between the Client and Proto and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter, excluding the Additional Service Terms. If there is any conflict between the provisions in these Terms and the applicable Additional Service Terms relating to use of the Site and the Services, Proto may determine the superseding provision. The Client agrees that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. The Client agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

Assignment: The Parties shall not, without the prior written consent of eachother, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms, except for within Proto's majority-owned corporate group or Client's majority-owned corporate group.

Service Level Agreement

Proto will, as part of Site, and at no additional cost to Client, provide Client with Proto's support services in accordance with Proto's Service Level Agreement (as referenced below). Proto may amend the Service Level Agreement in its sole discretion from time to time.