Subscription Agreement

Subscription Agreement

Company: Aletheos Technologies Inc., an Ontario corporation with its registered office at 4005 Don Mills Road, Toronto, ON M2H 3J9, Canada (hereinafter "Aletheos") Jurisdiction: Province of Ontario, Canada Effective Date: [TO BE SET BY LAWYER UPON APPROVAL] Version: DRAFT-1.0

1. Introduction

1.1 This Subscription Agreement ("Agreement") governs the ongoing subscription relationship between you ("Customer", "Subscriber") and Aletheos ("we", "us", "our") for all subscription plans offered through the Aletheos platform.

1.2 This Agreement is incorporated into and should be read together with the Terms of Sale, Refund Policy, and Acceptable Use Policy.

1.3 By activating a subscription, you agree to the terms of this Agreement.

2. Subscription Plans and Billing Cycle

2.1 Available Plans. Aletheos offers monthly and annual subscription plans for individual consumers and businesses, as listed at [https://aletheos.tech/pricing] at the time of purchase. Enterprise custom plans are governed by a separate order form.

2.2 Monthly Billing Cycle. Monthly subscribers are billed on the same date each month (your "billing date") starting from the date of first purchase. If your billing date falls on a day that does not exist in a given month (e.g., the 31st), billing occurs on the last day of that month.

2.3 Annual Billing Cycle. Annual subscribers are billed once upfront for a 12-month term. The term starts on the date of purchase. The subscription renews for a new 12-month term unless cancelled in accordance with section 5.

2.4 Currency. Billing currency is determined at checkout based on your billing address or IP location: CAD for Canadian customers, USD for all other customers. Currency is locked at the start of your subscription term and will be disclosed at checkout.

2.5 Tax. Aletheos is currently below the $30,000 CAD small supplier threshold under the Excise Tax Act (Canada) and does not currently collect HST. Upon registration, Ontario HST at 13% will be added to all applicable charges for Ontario customers. We will notify you at least 30 days before HST collection begins. Aletheos will register for and collect HST in accordance with the Excise Tax Act once revenue thresholds are met.

3. Payment and Billing Authorization

3.1 By subscribing, you authorize Aletheos, through its payment processor Stripe, Inc., to charge your designated payment method for: (a) The subscription fee for your initial billing period; (b) All subsequent automatic renewal charges as described in section 4; and (c) Any applicable taxes once Aletheos begins HST collection.

3.2 Your payment method must remain valid and current. You are responsible for keeping your payment details up to date in your account settings.

3.3 Grace Period. If a payment fails, you will receive an email notification. Aletheos will retry the payment up to 3 times over 7 days. During this grace period, your access to the Services may be restricted but will not be immediately terminated.

3.4 Late Payment. If payment is not successfully collected after the grace period, access to the Services will be suspended. Aletheos may pursue outstanding amounts through lawful means. We do not charge interest on outstanding subscription fees unless agreed in an enterprise order form.

3.5 Resuming Service. If your account is suspended for non-payment, you may resume service by updating your payment method and settling any outstanding balance. Prior account history is preserved for 90 days following suspension.

4. Automatic Renewal — Ontario CPA Disclosure

IMPORTANT NOTICE — AUTOMATIC RENEWAL (Ontario Consumer Protection Act, 2002)

4.1 Your subscription renews automatically. Unless you cancel before the renewal date, your subscription will renew automatically at the end of each billing period (monthly or annual) at the then-current renewal price. A charge will be made to your payment method on file.

4.2 Renewal Notice for Annual Subscriptions — 30 to 60 Days Advance Notice. In compliance with the Ontario Consumer Protection Act, 2002, for annual subscriptions, Aletheos will send you a written renewal reminder by email: (a) No earlier than 60 days and no later than 30 days before your annual renewal date. (b) The renewal notice will state: the renewal date, the amount to be charged, the plan features, and instructions for cancelling if you do not wish to renew.

4.3 Failure to Provide Renewal Notice. If we fail to send the required renewal notice within the mandated window, you may cancel the renewed subscription after the renewal date and receive a full refund of the renewed charge, provided you notify us within 30 days of the renewal. Contact legal@aletheos.tech to exercise this right.

4.4 Monthly Renewal Notice. For monthly subscriptions, your monthly charge amount and renewal date are always visible in your account dashboard. No separate monthly renewal email is sent unless you request one, as the monthly renewal interval is inherently short.

4.5 Price at Renewal. Unless we notify you of a price change in accordance with section 7, your subscription will renew at the same price as your current term. If you are on a promotional or introductory rate, we will disclose the post-promotional renewal price at the time you first subscribe.

5. Cancellation

5.1 How to Cancel. You may cancel your subscription at any time by: (a) Using the "Cancel Subscription" feature in your account dashboard; or (b) Emailing support@aletheos.tech with your account email and subscription ID.

5.2 Effect of Cancellation — Monthly. Cancellation takes effect at the end of the current monthly billing period. You retain access until that date.

5.3 Effect of Cancellation — Annual. Cancellation of an annual subscription before the end of the 12-month term is subject to the clawback refund formula set out in the Refund Policy. You retain access until the earlier of: (a) the cancellation effective date you choose; or (b) the end of the 12-month term.

5.4 Cancellation Before Renewal. To avoid being charged for a renewal: - Monthly: cancel at least 24 hours before your next billing date. - Annual: cancel at least 5 business days before your next annual renewal date to avoid processing delays.

5.5 Confirmation. We will send a cancellation confirmation email within 2 business days. Keep this confirmation for your records.

5.6 No Penalty for Cancellation. There is no cancellation fee. Cancellation of a monthly subscription incurs no additional charge. Cancellation of an annual subscription is subject to the clawback formula, not a cancellation fee.

6. Suspension and Termination by Aletheos

6.1 For Cause. We may suspend or terminate your subscription immediately if you materially breach the Terms of Sale, this Agreement, or the Acceptable Use Policy. In the event of termination for cause, no refund is issued for unused subscription periods, except as required by applicable law.

6.2 For Convenience. We may terminate your subscription for any reason by providing at least 30 days' written notice. In such case, we will provide a pro-rata refund for any unused subscription period.

6.3 Data Retrieval. Upon termination, you will have 30 days to export your data from the platform. After this period, your data may be deleted in accordance with our Privacy Policy and applicable retention requirements.

7. Price Changes

7.1 Notice of Price Increase. We will provide at least 30 days' written notice by email before increasing the price of your subscription. The new price takes effect at your next renewal after the end of the notice period.

7.2 Right to Cancel on Price Increase. If you do not accept the price increase, you may cancel your subscription before the new price takes effect. If you cancel under this section, no clawback applies to any annual subscription with more than 30 days remaining in the term — you will receive a pro-rata refund for the unused portion at the rate already paid.

7.3 Price Decreases. If we reduce prices, the reduction applies from your next renewal date. We do not issue retroactive credits for previous billing periods.

8. Service Level and Availability

8.1 Aletheos targets at least 99% uptime per calendar month, excluding scheduled maintenance.

8.2 We will provide at least 48 hours' advance notice of scheduled maintenance that may affect service availability, via email or in-app notification.

8.3 If we fail to meet the uptime target due to a fault on our part, you may request a pro-rata credit for the affected period per the Refund Policy section 3.3.

9. Feature Changes

9.1 We may add, modify, or remove features from your plan. If we materially reduce the features of your active plan, we will provide at least 30 days' notice and you may cancel without penalty during that period.

9.2 New features may be added at no extra charge at Aletheos's discretion, or offered as paid add-ons.

10. Governing Law and Disputes

10.1 Governing Law: This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

10.2 Disputes: Any dispute arising out of or related to this Agreement shall be submitted to the courts of the Province of Ontario, Canada. No mandatory arbitration clause applies to Ontario consumer subscribers.

10.3 Regulatory Complaints: Nothing in this Agreement limits your right to file a complaint with the Office of the Privacy Commissioner of Canada, the Information and Privacy Commissioner of Ontario, the Ministry of Public and Business Service Delivery, or any other applicable regulatory authority.

11. General Provisions

11.1 Entire Agreement. This Agreement, together with the Terms of Sale, Refund Policy, and Acceptable Use Policy, constitutes the entire agreement between you and Aletheos regarding your subscription.

11.2 Amendments. We may amend this Agreement at any time with at least 30 days' written notice. Continued use of the Services after the effective date constitutes acceptance.

11.3 Assignment. You may not assign your subscription to another person or entity without our prior written consent. We may assign our rights and obligations under this Agreement in connection with a merger, acquisition, or sale of all or substantially all of our business, provided the assignee is bound by the same terms.

11.4 Language. [LAWYER NOTE: French version may be required for Quebec customers under Bill 96.]

Contact: legal@aletheos.tech Governing Law: Province of Ontario, Canada, and the federal laws of Canada applicable therein. Disputes: Courts of Ontario, Canada.

13. Quebec Customers — Bill 96 Notice

This Subscription Agreement will be provided in French upon request for Quebec-domiciled customers, in accordance with Quebec's Charter of the French language (Bill 96, 2022). Contact legal@aletheos.tech.