Master Service Agreement

Effective Date: October 17, 2026

This Master Service Agreement (“Agreement”) is entered into between Cerisano Consulting Services Inc., operating as Bizby (“Bizby”, “we”, “us”, or “Provider”), and the entity or organization agreeing to these terms (“Customer”, “you”).

1. Definitions

• “Service” means the Bizby cloud-based collaboration platform, including all features, updates, and related documentation made available at bizby.ca.
• “Customer Data” means all data, content, and materials uploaded, created, or stored by Customer or its Authorized Users through the Service.
• “Authorized Users” means individuals authorized by Customer to access the Service under Customer’s subscription.
• “Order Form” means an executed ordering document specifying the subscription plan, number of Authorized Users, fees, and subscription term.
• “Subscription Term” means the period specified in the Order Form during which Customer may access the Service.

2. Service Provision

2.1 Access. Subject to the terms of this Agreement and payment of applicable fees, Bizby grants Customer a non-exclusive, non-transferable right to access and use the Service during the Subscription Term for Customer’s internal business purposes.

2.2 Availability. Bizby shall use commercially reasonable efforts to maintain Service availability of 99.5% uptime, measured monthly, excluding scheduled maintenance windows. Current Service status, including uptime history and any open or past incidents, is published at status.bizby.ca.

2.3 Support. Bizby provides email support at support@bizby.ca during business hours (9:00 AM – 5:00 PM ET, Monday to Friday). Bizby will acknowledge support requests within one (1) business day and use commercially reasonable efforts to resolve issues promptly.

2.4 Updates. Bizby may update the Service from time to time. Material changes to functionality will be communicated to Customer in advance where reasonably practicable.

3. Customer Obligations

3.1 Acceptable Use. Customer shall use the Service in compliance with all applicable laws and shall not: (a) sublicense, resell, or distribute the Service; (b) reverse engineer, decompile, or disassemble any part of the Service; (c) use the Service to store or transmit malicious code; or (d) interfere with the integrity or performance of the Service.

3.2 Account Security. Customer is responsible for maintaining the confidentiality of account credentials and for all activities under its account. Customer shall promptly notify Bizby of any unauthorized access.

3.3 Authorized Users. Customer is responsible for ensuring Authorized Users comply with this Agreement. Customer may add or remove Authorized Users in accordance with the subscription plan.

4. Fees and Payment

4.1 Fees. Customer shall pay all fees specified in the Order Form. Fees are quoted in Canadian dollars unless otherwise stated.

4.2 Payment Terms. Invoices are due within thirty (30) days of the invoice date unless otherwise specified in the Order Form. Late payments may be subject to interest at the lesser of 1.5% per month (18% per year) or the maximum rate permitted by law.

4.3 Taxes. Fees are exclusive of applicable taxes. Customer is responsible for all applicable sales, use, GST/HST, and similar taxes.

5. Data Ownership and Protection

5.1 Customer Data Ownership. Customer retains all right, title, and interest in Customer Data. Bizby acquires no rights in Customer Data except the limited rights necessary to provide the Service.

5.2 Data Processing. Bizby processes Customer Data solely to provide the Service. Where Customer Data includes personal information, the parties shall comply with the Data Processing Addendum, which is incorporated into this Agreement by reference.

5.3 Data Residency. Enterprise customers can enable Canadian data residency in their administration settings. While it is enabled: (a) Customer Data at rest is stored exclusively in Canada; (b) all real-time WebSocket communication runs on Canadian infrastructure (Toronto), so board content and user data are processed exclusively in Canada; (c) AI processing runs in Canada; and (d) Bizby does not transfer Customer Data outside of Canada unless explicitly requested by Customer. Without Canadian data residency, real-time collaboration sessions are relayed through Bizby’s edge network, which may process session traffic transiently outside Canada and does not store it. Sign-in identity (email address, name and sign-in records) is handled by a global authentication service and contains no board content; with enterprise single sign-on, credentials stay with Customer’s identity provider. For details, see the Data Processing Addendum and our Privacy Policy.

5.4 Data Export. Customer may export its data at any time during the Subscription Term through the Service’s built-in export functionality.

5.5 Data Deletion. Upon termination or expiration of this Agreement, Bizby will retain Customer Data for thirty (30) days to allow retrieval. Customer Data will then be permanently deleted from all production systems within sixty (60) days after the end of that thirty (30) day period.

6. Security

6.1 Security Measures. Bizby implements and maintains administrative, technical, and physical safeguards designed to protect Customer Data, including: encryption in transit (TLS 1.2+) and at rest, access controls, audit logging, and vulnerability monitoring.

6.2 Incident Response. Bizby maintains an incident response procedure. In the event of a confirmed security breach affecting Customer Data, Bizby will notify Customer without unreasonable delay and in any event within seventy-two (72) hours of confirmation.

6.3 Compliance. Bizby maintains a SOC 2 Type II attestation report, available to Customer under a non-disclosure agreement. Current security documentation is available upon request.

7. Intellectual Property

7.1 Bizby IP. Bizby retains all right, title, and interest in the Service, including all software, technology, documentation, and intellectual property. Nothing in this Agreement transfers ownership of Bizby IP to Customer.

7.2 Feedback. If Customer provides suggestions or feedback regarding the Service, Bizby may use such feedback without obligation or compensation to Customer.

8. Confidentiality

8.1 Confidential Information. Each party agrees to protect the other party’s confidential information with the same degree of care it uses for its own confidential information, but no less than reasonable care. Confidential information includes business terms, pricing, technical data, and Customer Data.

8.2 Exclusions. Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed; or (d) is lawfully received from a third party without restriction.

8.3 Duration. Confidentiality obligations survive for three (3) years after termination of this Agreement, except for Customer Data which remains confidential indefinitely.

9. Term and Termination

9.1 Term. This Agreement commences on the effective date of the initial Order Form and continues for the Subscription Term specified therein.

9.2 Renewal. Unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term, the subscription will automatically renew for successive periods equal to the initial Subscription Term.

9.3 Termination for Cause. Either party may terminate this Agreement upon thirty (30) days’ written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period.

9.4 Effect of Termination. Upon termination: (a) Customer’s access to the Service will cease; (b) Bizby will make Customer Data available for export for thirty (30) days; (c) all fees owed through the termination date become immediately due.

9.5 Refunds. If Customer terminates for cause under Section 9.3, Bizby will refund any prepaid fees for the unused portion of the Subscription Term.

10. Warranties and Disclaimers

10.1 Service Warranty. Bizby warrants that the Service will perform materially in accordance with its documentation during the Subscription Term.

10.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS.” BIZBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. Limitation of Liability

11.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIZBY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11.2 Exclusion. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY.

11.3 Exceptions. The limitations in this section do not apply to: (a) Customer’s payment obligations; (b) either party’s breach of confidentiality obligations; or (c) either party’s indemnification obligations.

12. Indemnification

12.1 By Bizby. Bizby shall indemnify Customer against third-party claims alleging that the Service infringes a third party’s intellectual property rights, provided Customer promptly notifies Bizby and cooperates in the defence.

12.2 By Customer. Customer shall indemnify Bizby against third-party claims arising from: (a) Customer’s use of the Service in violation of this Agreement; or (b) Customer Data.

13. General Provisions

13.1 Governing Law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

13.2 Dispute Resolution. Any dispute arising under this Agreement shall first be subject to good-faith negotiation for a period of thirty (30) days. If unresolved, the dispute shall be submitted to the courts of competent jurisdiction in the Province of Ontario.

13.3 Assignment. Neither party may assign this Agreement without the other party’s written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

13.4 Force Majeure. Neither party shall be liable for failure to perform obligations due to causes beyond its reasonable control, including natural disasters, war, pandemic, government actions, or internet disruptions.

13.5 Entire Agreement. This Agreement, together with any Order Forms and the Data Processing Addendum, constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter hereof.

13.6 Amendments. This Agreement may only be amended in writing signed by both parties, except that Bizby may update its security practices and Data Processing Addendum to reflect changes in law or improved protections.

13.7 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

13.8 Notices. All notices shall be in writing and sent to the addresses specified in the Order Form, or by email to legal@bizby.ca.

13.9 Language. This Agreement is made available in English and French. If the two versions are inconsistent, the English version prevails, to the extent permitted by applicable law.

14. Contact

For questions about this Agreement:

Cerisano Consulting Services Inc. Operating as Bizby Email: legal@bizby.ca Web: bizby.ca