Terms & Conditions

1. Introduction and Acceptance of Terms

1.1. The Program. These Terms and Conditions ("Terms") govern all applications to and participation in the You.Scaled. Accelerator Program (the "Program"). The Program is administered by Agentiiv Inc., a corporation incorporated under the laws of the Province of Ontario (the "Program Administrator" or "Agentiiv").

1.2. Governing Platform Agreements. The Recipient’s access to and use of the Agentiiv AI platform is governed exclusively by the then-current Agentiiv AI Platform Terms and Conditions (available for review at https://www.agentiiv.com/legal-policies/terms-conditions) and Privacy Policy (available for review at https://www.agentiiv.com/legal-policies/privacy-policy) (collectively, the "Platform Agreements"). By applying, the Applicant acknowledges it has been given the opportunity to review these Platform Agreements and understands that acceptance of them will be a non-negotiable requirement to activate the Grant.

1.3. Binding Agreement. By submitting an application to the Program, you, the applicant ("Applicant," "you," "your"), represent and warrant that you are an authorized representative of the business or non-profit organization you purport to represent, and that you have the full legal authority to bind said organization to these Terms. You, on behalf of the Applicant, acknowledge that you have read, understood, and agree to be unconditionally and irrevocably bound by these Terms. These Terms constitute a binding legal agreement between the Applicant and the Program Administrator. If you do not agree to these Terms, you must not submit an application.

1.4. Program Summary. The Program is an in-kind grant initiative. Successful Applicants ("Recipients") will receive a subscription to the Agentiiv AI platform (the "Agentiiv Grant") valid until 11:59 PM Eastern Time on December 31, 2026. Separately, Program sponsors may, at their sole discretion, offer additional in-kind products or services to certain Recipients (the "Sponsor Contributions"). The Agentiiv Grant and any available Sponsor Contributions are collectively referred to as the "Grant." The Applicant acknowledges that certain Sponsor Contributions may only be available to for-profit businesses and not to non-profit organizations. For greater certainty, the Grant is not a cash award, is non-transferable, has no cash equivalent value, and cannot be exchanged for money or any other consideration. The Program Administrator has no responsibility or liability for the provision, non-provision, or quality of any Sponsor Contributions.

1.5. Discretion of Program Administrator. The Program Administrator reserves the right, in its sole and absolute discretion, to interpret and apply these Terms, determine Applicant eligibility, and manage all other aspects of the Program. All decisions made by the Program Administrator are final and binding.

2. Applicant Eligibility

2.1. General Eligibility. To be eligible for the Program, an Applicant must be a Canadian-registered business or non-profit organization as further defined below. Entities that are employees, officers, directors, agents, or representatives of the Program Administrator or any of its sponsors, or are otherwise involved in the administration of the Program, are not eligible to apply.

2.2. For-Profit Business Applicants. A for-profit business Applicant must, at the time of application and for the duration of the Grant Term, meet the following criteria: a) Be a sole proprietorship, sponsorship, or corporation registered to conduct business in a province or territory of Canada; b) Employ no more than forty (40) full-time equivalent employees. For the purpose of this calculation, (I) all owners, sponsors, and principals who are active in the business shall be included in the employee count; (ii) the total number of full-time equivalent employees will be determined by taking the sum of all weekly hours worked by all full-time employees, part-time employees, and independent contractors who perform services for the Applicant for more than ten (10) hours per week, and dividing that total by forty (40) andc) Be in good standing with the Canada Revenue Agency ("CRA") and all applicable provincial tax authorities.

2.3. Non-Profit Organization Applicants. A non-profit Applicant must, at the time of application and for the duration of the Grant Term, be a registered charity or non-profit organization in good standing under the laws of Canada and its province or territory of operation.

2.4. Representation and Warranty. By submitting an application, you represent and warrant that all information provided, including all statements regarding your registration status, employee count, and standing with the CRA, is true, accurate, and complete. The Program Administrator reserves the right to verify any information provided by the Applicant and to request additional documentation at any stage of the Program. Upon request by the Program Administrator, the Applicant shall promptly provide official documentation evidencing its legal registration, employee count calculations, and good standing with all relevant government bodies. Failure to provide such documentation within ten (10) business days of a request shall be grounds for immediate disqualification. Any false or misleading statement may result in immediate disqualification from the Program or termination of any awarded Grant, at the sole discretion of the Program Administrator.

2.5. Continuous Eligibility. All Applicants selected as Recipients must maintain their eligibility status, as defined in this Section 2, for the entire 12-month duration of the Grant (the "Grant Term").

3. Application and Selection Process

3.1. Application Period. Applications for the Program will be accepted from October 20, 2025, until 11:59 PM Eastern Time on November 15, 2025 (the "Application Period"). The Program Administrator reserves the right, in its sole discretion, to modify, extend, or terminate the Application Period at any time without prior notice. Applications received after the Application Period will be deemed ineligible and will not be considered.

3.2. Application Submission. An application may be initiated in one of two ways: a) Direct Application: An authorized representative of the Applicant entity completes and submits the official online application form. b) Third-Party Nomination: A third party ("Nominator") may nominate a business or non-profit ("Nominee") by submitting the Nominee's basic contact information through the official nomination form.

3.2.1. Terms Governing Third-Party Nominations. a) Nominator's Representation: By submitting a nomination, the Nominator represents and warrants that they have obtained prior consent from the Nominee to share their contact information with the Program Administrator for the sole purpose of being invited to apply for the Program. Nominators are requested to only nominate entities they believe in good faith meet the eligibility criteria outlined in Section 2. b) Nomination is Not an Application: A nomination is not an application. It serves only as a request for the Program Administrator to send an invitation to the Nominee. The Program Administrator has no obligation to act on any nomination and assumes no liability for failed or incorrect email deliveries. c) Applicant's Responsibility: To be considered for the Program, the nominated business or non-profit must independently complete and submit the official online application form in accordance with these Terms. The full and sole responsibility for completing the application rests with the Applicant.

3.3. Selection Committee. All eligible applications will be reviewed by a selection committee comprised of representatives from the Program Administrator and its sponsors (the "Selection Committee").

3.4. Evaluation Criteria. The Selection Committee will assess applications based on a holistic evaluation framework that may include, but is not limited to, the Applicant's perceived: a) AI Readiness: Including technical foundation, operational capability, and cultural alignment for innovation. b) Implementation Plan: Including the clarity of objectives, feasibility, and risk management strategies. c) Canadian Impact: Including potential for economic contribution and social value. The weighting and interpretation of these criteria are at the sole and absolute discretion of the Selection Committee. The Applicant acknowledges and agrees that the evaluation process is inherently subjective and that it shall not have the right to, and hereby waives any and all rights to, challenge, appeal, or otherwise dispute the final decisions of the Selection Committee. The Program Administrator and the Selection Committee are under no obligation to select any Applicant and may choose to award fewer than the advertised number of Grants.

3.5. Finality of Decisions. All decisions of the Selection Committee are final, binding, and not subject to review or appeal. No correspondence or feedback will be provided to unsuccessful Applicants.

3.6. Notification and Acceptance. Conditionally selected Applicants will be notified on or about November 30, 2025. Such notification is not an award of the Grant and does not confer any rights upon the Applicant. To be confirmed as a Grant Recipient, a conditionally selected Applicant must execute a Grant and Release Agreement, which will include additional terms, waivers, and obligations, by the deadline specified in the notification. An Applicant's status as a "Recipient" is conditional upon the full execution of the Grant and Release Agreement by both parties. Failure to execute the Grant and Release Agreement by the deadline will result in the forfeiture of the Grant.

4. Privacy Policy and Consent

4.1. The Program Administrator's collection, use, and disclosure of any personal and business information submitted by the Applicant is governed by the You.Scaled. Accelerator Program Privacy Policy (the "Privacy Policy"), which is available at https://www.youscaled.com/legal-policies/privacy-policy and is hereby incorporated into these Terms by reference.

4.2. By submitting an application, the Applicant represents and warrants that they have read, understood, and agree to the terms of the Privacy Policy. The Applicant acknowledges and agrees that acceptance of the Privacy Policy is a mandatory and non-severable condition of participating in the Program.

5. Grant Terms and Conditions

5.1. Nature of the Grant. The Grant consists solely of a non-exclusive, revocable license to access and use the Agentiiv AI platform for the internal business purposes of the Recipient until 11:59 PM Eastern Time on December 31, 2026. The Applicant acknowledges that a condition of receiving and using the Grant is the Recipient's acceptance of the then-current Agentiiv AI Platform Terms and Conditions (available for review at https://www.agentiiv.com/legal-policies/terms-conditions) and Privacy Policy (available for review at https://www.agentiiv.com/legal-policies/privacy-policy) (collectively, the "Platform Agreements"). By submitting an application, the Applicant confirms it has been given the opportunity to review these Platform Agreements and understands that formal acceptance of them will be a non-negotiable requirement to activate the Grant. From time to time, Program sponsors may, at their sole discretion, make available to Recipients certain additional in-kind contributions, offers, or preferred pricing. The availability, scope, and terms of any such sponsor contributions are determined solely by the respective sponsors and are subject to change or withdrawal at any time without notice. For the avoidance of doubt, the Program Administrator is not an agent of the sponsors, and the sponsors are not agents of the Program Administrator. The Program Administrator has no control over, and assumes no responsibility or liability whatsoever for, the provision, non-provision, quality, or terms of any sponsor contribution. Any claim or dispute related to a sponsor contribution must be directed solely to the respective sponsor.

5.2. No Cash Value. For the avoidance of doubt, the Grant is an in-kind contribution. It has no cash value, is non-exchangeable for cash or any other form of credit, is non-refundable, and is non-transferable. The estimated value of the Grant is for informational purposes only and does not confer any right to a cash payment.

5.3. Grant Term. The Grant is valid until 11:59 PM Eastern Time on December 31, 2026, commencing on a date to be specified by the Program Administrator following the full execution of the Grant and Release Agreement (the "Grant Term").

5.4. Condition of Continuous Eligibility. The Recipient must remain in full compliance with the eligibility criteria set forth in Section 2 of these Terms for the entire Grant Term. A failure to maintain eligibility may, at the sole discretion of the Program Administrator, result in the immediate termination of the Grant.

5.5. Non-Transferability and Change of Control. The Grant is awarded exclusively to the Recipient and may not be sold, assigned, sublicensed, or otherwise transferred to any other person or entity. In the event the Recipient undergoes a Change of Control, the Grant shall be immediately void unless the Program Administrator provides its express prior written consent for the Grant to continue. For the purposes of these Terms, a "Change of Control" shall mean: (a) the sale of all or substantially all of the assets of the Recipient; (b) a merger, consolidation, or reorganization of the Recipient with or into another entity in which the owners of the Recipient's voting securities prior to the transaction own less than fifty percent (50%) of the voting securities of the surviving entity; or (c) any transaction or series of related transactions in which a person or group of affiliated persons acquires a majority of the voting securities of the Recipient.

5.6. Disclaimer of Warranties and No Guarantee of Results. The Program Administrator makes no representations or warranties regarding the Agentiiv AI platform. All warranties related to platform performance, availability, and outcomes are governed exclusively by the Platform Agreements.

6. Recipient Reporting and Participation Obligations

6.1. Condition of Grant. Acceptance of the Grant is conditional upon the Recipient's agreement to comply fully and in a timely manner with all reporting and participation obligations set forth in this Section 6.

6.2. Reporting Requirements. The Recipient agrees to provide the Program Administrator with the following reports in a format to be specified by the Program Administrator: a) Monthly Reports: Brief status updates on platform usage, implementation progress, challenges, and key learnings. b) Quarterly Reports: More detailed reports covering progress against initial objectives, key performance indicators, business or mission impact, and strategic achievements. c) Final Impact Assessment: A comprehensive report to be submitted within thirty (30) days following the conclusion of the Grant Term, summarizing the overall impact of the Grant on the Recipient's organization. Timely and complete submission of all reports is a material condition of the Grant, and failure to adhere to the specified deadlines shall be deemed a material breach of these Terms.

6.3. Participation in Case Studies and Promotional Activities. The Recipient agrees to: a) Cooperate fully with the Program Administrator in the creation of at least one (1) case study and other promotional materials. This cooperation shall include, but is not limited to: (i) making knowledgeable personnel available for at least two (2) interviews of up to one hour each; (ii) providing specific, accurate data regarding the impact of the Grant on its operations, subject to reasonable confidentiality requirements; and (iii) providing written or video testimonials and quotes for use in promotional materials. b) Grant the Program Administrator and its sponsors a worldwide, perpetual, royalty-free, non-exclusive license to use the Recipient's name, logo, and trademarks, as well as any testimonials or content generated from the reporting and case study process, in any and all media for the purposes of promoting the Program and the services of the Program Administrator and its sponsors, and any successor or similar initiatives. c) The Program Administrator will make reasonable efforts to obtain the Recipient's approval for the final version of any publicly disseminated marketing materials that feature the Recipient's name or logo, but such approval shall not be unreasonably withheld or delayed. The Recipient shall provide any feedback or approval within five (5) business days of receiving a request. Failure to respond within this timeframe shall be deemed to constitute final approval.

6.4. Accuracy of Information. The Recipient represents and warrants that all information provided in its reports and through its participation in case studies will be accurate and not misleading.

7. Intellectual Property (Recipient)

7.1. Governing Agreements. The Recipient’s access to and use of the Agentiiv AI platform is governed exclusively by the then-current Platform Agreements (as defined herein).

7.2. Intellectual Property. All matters concerning intellectual property, including but not limited to the ownership of Agentiiv's platform, Recipient Data, AI-generated content, and any feedback provided by the Recipient, are governed entirely by the Platform Agreements. These Program Terms grant no rights or ownership related to intellectual property and defer exclusively to the Platform Agreements on all such matters.

7.3. Ownership of Applicant Information. The Applicant shall retain all right, title, and interest in and to the intellectual property and confidential business information submitted in its application. The submission of an application does not grant the Program Administrator or its sponsors any ownership rights or license to use the content of the application for any purpose other than as explicitly stated in these Terms. The Applicant acknowledges that the purpose of this disclosure is solely for evaluation and does not create any obligation on the part of the Program Administrator or its sponsors to limit their independent business activities or development.

8. Termination

8.1. Termination by Program Administrator. The Program Administrator may, in its sole and absolute discretion, immediately terminate the Grant and all associated rights and licenses upon written notice to the Recipient if any of the following events occur: a) Material Breach: The Recipient commits a material breach of any of its obligations under these Terms or the Grant and Release Agreement, including but not limited to its reporting and participation obligations. The Program Administrator may, at its option, provide the Recipient with a notice of breach and a period of ten (10) business days to cure the breach, but is under no obligation to do so. b) False or Misleading Information: The Program Administrator discovers that the Recipient provided any false, misleading, or incomplete information in its application or in any subsequent reporting or communication. c) Insolvency or Bankruptcy: The Recipient becomes insolvent, ceases its business operations, makes a general assignment for the benefit of its creditors, or files for bankruptcy or has bankruptcy proceedings instituted against it. d) Failure to Implement: The Recipient fails to actively engage in the implementation and use of the Agentiiv AI platform or fails to make reasonable progress toward the objectives as outlined in its application and its subsequent reports. A determination of what constitutes a failure to implement shall be at the sole discretion of the Program Administrator.

8.2. Effect of Termination. Upon termination of the Grant for any reason: a) All rights and licenses granted to the Recipient hereunder shall immediately cease. b) The Recipient's access to the Agentiiv AI platform will be immediately revoked. c) The Recipient must immediately cease all use of any Program-related branding or materials. d) Any provisions of these Terms that by their nature are intended to survive termination (including, but not limited to, sections concerning Intellectual Property (Section 7), Confidentiality (Section 9), Limitation of Liability and Indemnification (Section 10), and the Recipient's promotional license grant and cooperation obligations under Section 6.3) shall remain in full force and effect.

8.3. No Liability. The Program Administrator shall have no liability to the Recipient or any third party for any damages whatsoever resulting from the termination of the Grant in accordance with these Terms.

9. Confidentiality

9.1. Definition. "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with the Program, including but not limited to business plans, financial data, customer information, and, in the case of the Program Administrator, all non-public information about the Agentiiv AI platform.

9.2. Obligations. Each party (as a "Receiving Party") agrees to: (a) use the Disclosing Party's Confidential Information solely for the purposes of the Program; (b) not disclose such Confidential Information to any third party without the Disclosing Party's prior written consent; and (c) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.

9.3. Exceptions. These obligations shall not apply to information that: (a) is or becomes publicly known through no wrongful act of the Receiving Party; (b) was rightfully in the Receiving Party's possession before disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; (d) is required to be disclosed by law, provided the Receiving Party gives the Disclosing Party prompt notice to allow for a protective order; or (e) is retained in the unaided memory of an individual who has had access to the Discloser's Confidential Information. An individual's memory is "unaided" if they have not intentionally memorized the information for the purpose of retaining and subsequently using or disclosing it.

10. Limitation of Liability and Indemnification

10.1. Limitation of Liability for the Program. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PROGRAM ADMINISTRATOR, ITS SPONSORS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THE PROGRAM, INCLUDING (I) THE APPLICANT'S PARTICIPATION IN THE PROGRAM; (II) THE SELECTION OR NON-SELECTION OF ANY APPLICANT; OR (III) ANY BREACH OF THESE PROGRAM TERMS BY THE PROGRAM ADMINISTRATOR. THE TOTAL CUMULATIVE LIABILITY OF THE PROGRAM ADMINISTRATOR AND ITS SPONSORS IN CONNECTION WITH THE PROGRAM SHALL IN NO EVENT EXCEED ONE HUNDRED CANADIAN DOLLARS ($100.00 CAD). For the avoidance of doubt, any and all limitations of liability related to the Recipient's access to or use of the Agentiiv AI platform are governed exclusively by the Platform Agreements..

10.2. Indemnification for the Program. The Applicant agrees to defend, indemnify, and hold harmless the Program Administrator, its sponsors, and their respective officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to legal fees) arising from: (a) its breach of any of these Program Terms; or (b) any false, misleading, or incomplete information provided in its application or in any subsequent communication related to the Program. For the avoidance of doubt, all indemnification obligations related to the Recipient's access to or use of the Agentiiv AI platform are governed exclusively by the Platform Agreements.

11. General Provisions

11.1. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law provisions. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario.

11.2. Entire Agreement. These Terms, together with the Grant and Release Agreement to be executed by Recipients, constitute the entire agreement between the parties regarding the Program and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Program. Each party acknowledges that in entering into this agreement it has not relied on any statement or representation made by the other party that is not expressly set forth in this agreement.

11.3. Amendment and Waiver. No amendment to these Terms will be effective unless it is in writing and signed by the Program Administrator. No waiver of any provision shall be deemed a further or continuing waiver of such term or any other term.

11.4. Severability. If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

11.5. Assignment. The Applicant/Recipient may not assign or transfer any of its rights or obligations under these Terms without the prior written consent of the Program Administrator. The Program Administrator may assign its rights and obligations under these Terms without restriction.

11.6. Notices. All notices, requests, and other formal communications required under these Terms must be in writing and sent by email. A notice will be deemed to have been duly given when sent to the email address provided by the Applicant in its application, or to the primary legal contact email address displayed on the Program Administrator's website, provided that the sender does not receive a delivery failure notification.

11.7. Provisions Applicable to Applicants in Quebec. For any Applicant domiciled in the Province of Quebec, the following provisions shall apply notwithstanding any other term of this Agreement: a) Language. The parties acknowledge that they have requested that these Terms and all related documents be drawn up in the English language. Les parties reconnaissent avoir exigé que les présentes modalités et tous les documents y afférents soient rédigés en langue anglaise. b) Governing Law. These Terms shall be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein. c) Jurisdiction. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Quebec.

11.8. Tax Implications. The Recipient is solely responsible for seeking professional advice on and fulfilling any and all tax obligations that may arise from receiving the Grant. The Program Administrator makes no representations regarding the tax treatment of the Grant and will not be responsible for any taxes, penalties, or interest assessed on the Recipient.

‍11.9. Third-Party Beneficiaries. The Applicant acknowledges and agrees that the Program sponsors are intended third-party beneficiaries of the provisions in these Terms related to Confidentiality (Section 9), Limitation of Liability (Section 10), and Indemnification (Section 10.2), and that such sponsors shall have the right to enforce such provisions directly against the Applicant as if they were a party to these Terms.