Last updated: October 15, 2025
Parties. This Master Subscription Agreement (“Agreement”) is between Blue Goose Digital Corp. (“Gander”) and the entity identified as “Customer” in an order form executed by both parties or an online checkout flow referencing this Agreement (each, an “Order”). Each a “Party”, together the “Parties”.
1. Overview
1.1 Services. During the Term, Gander will provide access to its software‑as‑a‑service platform described in the applicable Order (the “Services”), which may include analytics relating to third‑party AI platforms, integrations with logging/marketing tools, and generation of content for use with large language models.
1.2 B2B Use Only. The Services are offered solely for business use. Customer represents that it acquires the Services not as a consumer under Ontario’s Consumer Protection Act, 2002. Ontario
1.3 Documentation Limits. Use is subject to the then‑current documentation, as updated from time to time, provided by Gander (“Documentation”) and any quantitative or qualitative limits stated in the Order (for example, seats, queries, data scope, environments).
2. Access Users Restrictions
2.1 Access Grant. Subject to this Agreement and timely payment of Fees, Customer may access and use the Services only for its internal business purposes.
2.2 Users. “Users” are Customer’s employees or contractors provisioned by Customer. Customer is responsible for Users’ compliance and credentials security.
2.3 Restrictions. Customer will not (and will not permit others to): (a) sublicense, distribute, or provide access to any third party (other than Users) (b) use the Services to provide a competing product/service (c) reverse engineer, decompile, disassemble, or attempt to access non‑public APIs/source code except to the extent such restriction is not permitted by applicable law (d) modify or create derivative works of the Services (e) remove proprietary notices (f) publish benchmarks or performance tests (g) interfere with or test the security/availability of the Services (h) introduce malware (i) use the Services unlawfully or to infringe rights or (j) violate export controls. (See Section 17.9.)
3. Data Output Telemetry Privacy
3.1 Ownership. As between the Parties, Customer retains all rights in “Customer Data” (inputs/queries, datasets, files, and other materials provided to or through the Services). Gander retains all rights in the Services, software, and platform (“Gander Technology”).
3.2 License to Operate. Customer grants Gander a non‑exclusive, worldwide, royalty‑free license to host, copy, process, transmit, and display Customer Data solely to (a) provide and support the Services (b) maintain, secure, and improve the Services (including generating non‑identifying telemetry, such as feature usage and performance metrics) and (c) comply with law or a valid legal process (see Section 14). Telemetry does not identify Customer, Users, or individuals.
3.3 AI Model Use. Gander does not train its or third‑party foundation models on Customer Data, and will not authorize third‑party AI providers to do so.
3.4 Output. The Services may generate reports, insights, or other material (“Output”), which can include or depend on third‑party data. Output may not be unique and may be similar to output provided to others as such, no exclusivity to Customer of any Output is created. Customer is responsible for evaluating Output for accuracy and fitness before use.
3.5 Telemetry. “Telemetry” means information, technical logs, data, metrics, and insights generated from or related to Customer’s and Users’ use of the Services, such as feature usage, click-throughs, and latency, which information does not identify Users, Customer, or any natural human persons as the source thereof. Gander may use Telemetry without restriction.
3.6 Privacy & Security (Canada).
(a) PIPEDA. Where Customer Data includes “personal information,” each Party will comply with PIPEDA. Gander will maintain appropriate safeguards and, as soon as feasible, notify Customer of any “breach of security safeguards” involving personal information that poses a real risk of significant harm, and will keep records of all such breaches, consistent with PIPEDA and the Breach of Security Safeguards Regulations. Justice Laws Website+1
(b) PHI. Customer will not upload any personal health or otherwise sensitive data. Ontario
(c) Subprocessors & Location. Gander may use subprocessors, and Gander remains responsible for their compliance. Customer consents to cross‑border processing and storage (including to the U.S.) subject to appropriate safeguards and transparency obligations under Canadian privacy law. Privacy Commissioner Canada
4. Customer Obligations
4.1 Customer is responsible for Customer Data and for obtaining all notices, consents, and authorizations necessary for Gander to process Customer Data as permitted here.
4.2 Customer will not provide regulated, health, or sensitive data (e.g., export‑controlled defense information) without Gander’s prior written consent.
5. Suspension
Gander may suspend access immediately if: (a) Section 2 or 4 is breached (b) an invoice is 30+ days overdue (c) legal or security risk arises or (d) Customer’s actions risk harm to the platform or others. Where practicable, Gander will provide prior notice and will reinstate access promptly after resolution.
6. Third‑Party Platforms
Integrations with third‑party platforms/services are governed by those providers’ terms. Customer authorizes Gander to exchange Customer Data with such platforms at Customer’s direction. Gander is not liable for third‑party platforms’ acts/omissions.
7. Fees Taxes Payment
7.1 Fees. Fees are as stated in the Order. Unless stated otherwise, invoices are due net 30 days. Renewal terms are at then‑current list pricing unless the Order specifies otherwise.
7.2 Currency. Fees are in Canadian dollars (CAD) unless the Order specifies another currency.
7.3 Taxes. Fees exclude all applicable taxes Customer is responsible for HST/GST/QST and similar indirect taxes (excluding Gander’s income taxes).
7.4 Late amounts & Interest Act (Canada). Overdue amounts may accrue interest at 1.5% per month (19.56% per annum) or the maximum allowed by law, the annual equivalent being expressly stated to comply with the federal Interest Act. Justice Laws Website
8. Warranties Disclaimers
8.1 Mutual. Each Party is duly organized, has authority to enter this Agreement, and its performance will not violate other binding agreements.
8.2 Service Warranty. During the subscription, the Services will perform materially as described in the Documentation and Gander will not materially decrease overall functionality. If breached and Customer provides reasonable details, Gander will use commercially reasonable efforts to cure if not cured within 30 days, either Party may terminate the affected Service and Gander will refund prepaid, unused Fees.
8.3 Compliance with Law. Gander will provide the Services in accordance with laws applicable to Gander’s delivery of the Services.
8.4 Disclaimers. EXCEPT FOR SECTIONS 8.1–8.3, THE SERVICES, OUTPUT, SUPPORT, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS.” GANDER DISCLAIMS ALL OTHER WARRANTIES (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE), INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT. GANDER DOES NOT WARRANT UNINTERRUPTED OR ERROR‑FREE OPERATION OR THAT DATA WILL BE PRESERVED WITHOUT LOSS. CUSTOMER’S STATUTORY RIGHTS (IF ANY) ARE UNAFFECTED TO THE EXTENT THEY CANNOT BE LAWFULLY LIMITED. THESE DISCLAIMERS APPLY TO CLAIMS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. (Canadian enforceability cross‑checked below.) decisions.scc-csc.ca+1
9. Term Termination Data Return
9.1 Term. This Agreement begins on the Effective Date of the first Order and continues until 90 days elapse with no Order in effect, unless terminated earlier. Orders auto‑renew for successive terms as specified, unless either Party gives 30 days’ notice of non‑renewal.
9.2 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party: (a) fails to cure a material breach (including non‑payment) within 30 days of notice (b) ceases operations without a successor or (c) becomes insolvent or subject to insolvency proceedings not dismissed within 60 days.
9.3 Effect Data Return. Upon termination/expiry, Customer’s access ends. For 60 days thereafter (unless prohibited by law), Gander will make Customer Data available for export. Thereafter, Gander will delete Customer Data from active systems and, subject to standard backup retention, in accordance with Section 13.
9.4 Survival. Sections 2.3, 3–5, 6 (as to integrations), 7 (unpaid Fees), 8.4, 9.3–9.4, 10–14, and 16–17 survive.
10. Feedback
Gander may use suggestions/feedback without restriction or attribution.
11. Limitation of Liability
11.1 Consequential Damages Waiver. NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS, REVENUE, GOODWILL, DATA LOSS, BUSINESS INTERRUPTION, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY.
11.2 Cap. Except for Excluded Claims, each Party’s aggregate liability arising from or related to this Agreement will not exceed the Fees paid or payable by Customer for the 12 months preceding the event giving rise to liability.
11.3 Scope. The foregoing apply regardless of legal theory, including negligence, and even if any limited remedy fails of its essential purpose. (Canadian enforceability cross‑checked below.) decisions.scc-csc.ca+1
12. Indemnification
12.1 By Gander (IP). Gander will defend and indemnify Customer against third‑party claims alleging that Customer’s authorized use of the Services infringes Canadian or U.S. patents, copyrights, trademarks, or misappropriates trade secrets.
12.2 By Customer. Customer will defend and indemnify Gander against third‑party claims arising from: (a) Customer Data (including where it infringes rights or violates law) (b) Customer’s business practices or use of Output.
12.3 Process. The indemnified Party must promptly notify, grant exclusive control of defense/settlement, and cooperate. No settlement binding a Party requires that Party’s prior written consent.
12.4 Remedies. For an IP claim, Gander may (a) procure continued use (b) modify/replace to avoid infringement without materially reducing functionality or (c) terminate the affected Service and refund prepaid, unused Fees.
12.5 Exceptions. Gander has no indemnification obligation for claims due to other platforms or information used in combination with, but not supplied by Gander, modifications not made by Gander, misuse, or trials/betas.
13. Confidentiality Security
13.1 Definition. “Confidential Information” means non‑public information disclosed by one Party (“Discloser”) to the other (“Recipient”) marked or reasonably understood as confidential, including Customer Data and the Gander Technology.
13.2 Obligations. Recipient will (a) use Confidential Information only to perform this Agreement (b) protect it with at least reasonable care and (c) limit access to those with a need to know under confidentiality duties.
13.3 Security. While processing Customer Data, Gander will maintain administrative, physical, and technical controls appropriate to the nature of the data, including encryption in transit and at rest annual security program reviews and a written incident response plan.
13.4 Exclusions Equitable Relief. Standard exclusions apply (public, known, independently developed, rightfully received). Misuse may cause irreparable harm the Discloser may seek injunctive relief without posting bond.
14. Required Disclosures
A Party may disclose Confidential Information if legally compelled, with advance notice (if lawful) and cooperation to seek protective treatment.
15. Trials and Betas
Trials/betas are for evaluation only, may be unstable, and may be discontinued. No warranties/indemnities apply to trials/betas, and Gander’s liability for them will not exceed CAD $50.
16. Publicity
Gander may identify Customer (name/logo) in customer lists and marketing will cease upon written request.
17. General
17.1 Assignment. Neither Party may assign this Agreement without the other’s consent, except to a successor in a merger, reorganization, or sale of substantially all assets. Any non‑permitted assignment is void.
17.2 Governing Law Venue. This Agreement is governed by the laws of Ontario and Canada applicable therein, without regard to conflicts rules and without application of the U.N. Convention on Contracts for the International Sale of Goods. The Parties submit to the exclusive jurisdiction of the courts in Toronto, Ontario.
17.3 Arbitration: If the Order states “Arbitration: Yes,” any dispute will be finally resolved by arbitration under Ontario’s Arbitration Act, 1991 before one arbitrator in Toronto English award may be entered in court.
17.4 Electronic Commerce. The Parties agree that Orders and signatures may be formed and delivered electronically and are legally effective under Ontario’s Electronic Commerce Act, 2000. Ontario
17.5 Limitation Period . B2B only: To the fullest extent permitted by the Limitations Act, 2002, any claim arising from this Agreement must be brought within 12 months after the claimant knew or ought to have known of the claim does not shorten the 15‑year ultimate limitation period.
17.6 Notices. Notices will be in writing and deemed given when (a) delivered by hand, (b) one business day after courier dispatch, or (c) when sent by email with confirmation to the addresses in the Order. Operational notices may be sent via the Services.
17.7 Order of Precedence. If there is a conflict: (1) the Order (for that Order only) (2) any product‑specific supplemental terms then (3) this Agreement.
17.8 Amendments. Changes must be in a signed writing or agreed via authenticated electronic acceptance flow unilateral amendments are ineffective unless expressly accepted.
17.9 Export. Each Party will comply with applicable Canadian and U.S. export/import laws in connection with the Services. Customer represents it is not on a denied‑party list and will not submit export‑controlled data without prior written consent.
17.10 Force Majeure. Neither Party is liable for delay/failure due to causes beyond reasonable control (excluding payment obligations).
17.11 Entire Agreement Waiver Severability Counterparts. Standard terms.
