Trybe Terms

TRYBE GENERAL TERMS These General Terms are between Trybe Strategies Inc., a corporation incorporated under the Canada Business Corporations Act, corporation number 1194035-0, with its registered office at 428 King William Street, Hamilton, Ontario, L8L 1P7, Canada ("Trybe"), and the person or entity named in the acceptance record ("you"). Trybe and you are each a "Party" and together the "Parties". 1. HOW THESE TERMS WORK 1.1 One set of terms. These General Terms apply to every relationship between Trybe and you. You may accept them on their own while we explore working together, and they also sit underneath every Module, Order and Schedule you accept with Trybe. 1.2 Modules, Orders and Schedules. A Module sets the terms for one kind of relationship, such as the Trybe Client Services Terms. An Order or a Schedule sets the details of one deal, such as the work, the price and the dates. For each deal, these General Terms, the Module and the Order or Schedule together form one agreement (the "Agreement"). 1.3 Which document governs. If the documents conflict, the Order or Schedule governs for its own deal, then the Module, then these General Terms. An Order or Schedule changes Sections 3, 4, 5 or 8 of these General Terms only where it names the Section it changes. 1.4 Accepting. You accept these General Terms, a Module, an Order or a Schedule by ticking the box and pressing the button on Trybe's agreement page, or by signing electronically. A person who accepts for a company confirms that they are authorised to bind it. If the company named does not validly exist when they accept, that person is bound personally in its place. Trybe accepts by sending its confirmation email, by countersigning, or by starting the work, whichever comes first. 1.5 The record. Trybe keeps a permanent record of what was accepted, including the exact version of each document, who accepted, and when. Each Party receives a full copy by email. That record is evidence of the Agreement. 2. PURPOSE "Purpose" means discussing, evaluating and carrying out any work or relationship between the Parties, including under any Module, Order or Schedule. 3. CONFIDENTIAL INFORMATION 3.1 What it means. "Confidential Information" means information that one Party (the "Disclosing Party") shares with the other (the "Receiving Party") for the Purpose, before or after acceptance, in any form, including in writing, orally, on a call or by screen share, that is marked as confidential or that a reasonable person would understand to be confidential given what it is and how it was shared. It includes, for example, business and financial information, plans, products, technology, software, data, customer and supplier information, pricing, methods, frameworks and funding strategies. It also includes information of a third party that the Disclosing Party is allowed to share. 3.2 What it does not include. Information is not Confidential Information if the Receiving Party can show, with its written records, that the information: (a) was public before it was shared, or becomes public later through no fault of the Receiving Party; (b) was already lawfully held by the Receiving Party without any duty of confidentiality when it was shared; (c) is received later from someone else who was free to share it without a duty of confidentiality; or (d) is developed by the Receiving Party on its own, without using or referring to the Disclosing Party's Confidential Information. A combination of items is not excluded only because some of the items are excluded. A name, word, title or brand is not, by itself, Confidential Information, and two Parties using the same or a similar name for different things does not mean that either one used the other's Confidential Information. 3.3 When the law requires disclosure. If a law, court or regulator requires a Receiving Party to disclose Confidential Information, it will, where the law allows, promptly tell the Disclosing Party in writing and reasonably help it seek a protective order or other remedy. It will disclose only the part that is legally required. That part stays Confidential Information for every other purpose. 3.4 Use. A Receiving Party will use Confidential Information only for the Purpose. 3.5 Representatives. A Receiving Party may share Confidential Information with its own affiliates, directors, officers, employees, contractors, delivery partners and professional advisers who need it for the Purpose and who are bound, before they receive it, by written or professional duties of confidentiality at least as protective as these General Terms ("Representatives"). Each Party is responsible for its Representatives' compliance with these General Terms. A Party that brings anyone else to a call or meeting, such as an investor, board member or adviser, will tell the other Party beforehand and is responsible for that person's use and disclosure of what they hear or see, as if it were its own. Trybe will tell you, on request, which delivery partners have received your Confidential Information. 3.6 Funders and other outside parties. Neither Party will share the other's Confidential Information with a funding program, funder, government body, investor or any other person outside the Parties and their Representatives, including in a funding application, without the other Party's prior written approval. Email is enough. The approval covers only what it describes. 3.7 Business software and AI tools. Each Party may store and process Confidential Information in the business software it uses to run its business, including cloud storage, email, video calling with recording and transcription, and AI assistants, and in workspaces shared between the Parties, as long as it: (a) uses those tools only for the Purpose; (b) uses them on terms that require the provider to keep the information confidential; and (c) stays responsible for that use. This covers all of the AI tools Trybe uses, now and in the future. 3.8 Keeping it safe. A Receiving Party will protect Confidential Information with at least the care it uses for its own information of a similar kind, and never less than reasonable care. It will make copies only as the Purpose reasonably needs. It will tell the Disclosing Party in writing, promptly and in any case within five (5) business days after it becomes aware, of any actual or suspected unauthorized use or disclosure, and will cooperate to limit the harm. 3.9 No reverse engineering. A Receiving Party will not reverse engineer, disassemble or decompile any software, prototype, sample or other object that contains the Disclosing Party's Confidential Information. 3.10 Return and deletion. When the Disclosing Party asks in writing, or when the Parties' discussions and work end, the Receiving Party will return or delete the Disclosing Party's Confidential Information, including copies, extracts, notes and copies held in AI memory systems, and will confirm this by email. The Receiving Party may keep: (a) copies in routine automated backups that are not readily accessible; (b) copies the law requires it to keep; (c) one archive copy held only to show what was shared and to meet legal obligations or defend a claim; and (d) anything a Module, Order or Schedule allows it to keep, such as work delivered under an Order. Everything kept stays subject to these General Terms. 3.11 How long this lasts. Each Receiving Party's duties under this Section 3 continue for three (3) years after the later of (a) the end of the last Order or Schedule between the Parties, and (b) the end of the Parties' discussions and work. For trade secrets and personal information, the duties continue for as long as the information remains a trade secret or personal information. 4. CALLS, RECORDINGS AND NOTES 4.1 Recording and transcription. Either Party may take notes of calls and meetings between the Parties, and may record and transcribe them, including automatically and with AI note takers. Trybe's calls are recorded and transcribed automatically through its meeting platform, which notifies all participants when recording or transcription is switched on. Anyone who does not agree to a recording may say so and leave, or the people present may agree to pause the recording for part of the call. Notes may always be taken. Each Party is responsible for telling its own attendees about this Section. 4.2 Records stay confidential. A recording, transcript, note or summary, including a copy held in a knowledge store or AI memory system, that contains a Party's Confidential Information is that Party's Confidential Information too. The Party holding it: (a) uses it only for the Purpose; (b) limits access to its Representatives who need it; (c) does not publish, clip, post or show it to anyone outside the Parties, including in any demonstration, marketing, podcast or training material, without the written consent of the other Party; and (d) on the other Party's written request, deletes that Party's Confidential Information from it, subject to Section 3.10. A separate release or consent given for a podcast, case study or other published content governs that content. 4.3 Summaries are allowed. Nothing in these General Terms stops a Party from summarizing, transcribing or analyzing Confidential Information for the Purpose, including with tools permitted under Section 3.7. 5. PERSONAL INFORMATION Each Party will handle personal information it receives under the Agreement in line with the privacy laws that apply to it, including, in Canada, the Personal Information Protection and Electronic Documents Act, and will use it only for the Purpose. Neither Party will share personal health information with the other under the Agreement. 6. NAMES, BRANDS AND INTELLECTUAL PROPERTY 6.1 What each Party keeps. Each Party keeps all rights in its Confidential Information and in its own names, brands, products, software, methods, frameworks, templates, programs and other materials that it owned before the Agreement or develops on its own ("Background Materials"). For Trybe, these include its AI system and brand called Atlas and its agents, and its strategy frameworks and programs. Nothing in the Agreement gives either Party a licence or other right in the other's Confidential Information, Background Materials or intellectual property, except as a Module, Order or Schedule expressly states. 6.2 Using each other's names. Neither Party will use the other's name, logo or brand in public or in marketing without the other's prior written approval. Email is enough. 7. NO PROMISES OF RESULTS Neither Party promises the other any revenue, profit, funding, grant, investment, hiring, promotion or other business result, and neither Party will make income or results claims about the other. CONFIDENTIAL INFORMATION IS SHARED "AS IS". NEITHER PARTY MAKES ANY PROMISE OR WARRANTY, EXPRESS OR IMPLIED, ABOUT THE ACCURACY, COMPLETENESS OR FITNESS FOR ANY PURPOSE OF THE CONFIDENTIAL INFORMATION IT SHARES, OR THAT IT DOES NOT INFRINGE ANYONE'S RIGHTS. Any promise about the work itself is only what a Module or Order states. 8. RESPONSIBILITY AND LIABILITY 8.1 Each Party for itself. Each Party is responsible only for its own breaches and those of its Representatives. 8.2 Limit. Except as Section 8.4 says, each Party's total liability arising out of or relating to the Agreement for a deal is limited to the fees paid and payable under that Order or Schedule in the twelve (12) months before the event that gave rise to the claim, or, where no fees are payable, to ten thousand United States dollars (10,000 USD). 8.3 Indirect losses. Except as Section 8.4 says, neither Party is liable to the other for lost profits, lost revenue, lost opportunity, loss of data, harm to reputation, or any indirect, special or consequential loss, even if it was told such loss was possible. 8.4 What is not limited. Sections 8.2 and 8.3 do not limit liability for: (a) breach of Section 3, 4 or 5; (b) infringement or misuse of the other Party's intellectual property; (c) fraud or wilful misconduct; or (d) amounts a Party owes under an Order or Schedule, including fees and commission. 8.5 Court orders. A breach of Section 3, 4 or 5 may cause harm that money alone cannot fix, so the harmed Party may seek an injunction or other court order, in addition to any other remedy. 9. INDEPENDENT BUSINESSES The Parties are independent businesses. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship, and neither Party may bind the other. Nothing in the Agreement obliges either Party to enter into any deal, and either Party may end discussions at any time. Nothing in these General Terms stops either Party from working with anyone else, offering any product or service, or competing, as long as it does not use or disclose the other Party's Confidential Information in breach of the Agreement. These General Terms contain no non-compete, non-solicitation or non-circumvention obligation. Any such obligation applies only where a separate agreement signed by both Parties contains it. 10. NEW VERSIONS OF THESE TERMS Trybe may publish new versions of these General Terms and of any Module. A new version applies to an Order or Schedule only if it is accepted after the new version is published, or if you accept the new version. A new version never changes an Order or Schedule already accepted. 11. ENDING Either Party may end these General Terms by written notice at any time when no Order or Schedule is in force between the Parties. Ending them does not end any Order or Schedule in force. Sections 3 to 8, 11 and 12, and any other term that by its nature should continue, continue after the Agreement ends. 12. GENERAL 12.1 Law and courts. The Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. The Parties agree to the non-exclusive jurisdiction of the courts of the Province of Ontario. Before starting a court case, the Parties will first try in good faith to resolve the dispute directly for thirty (30) days, except where a Party needs urgent relief to protect Confidential Information or intellectual property. 12.2 Notices. Notices under the Agreement are given in writing by email, to [email protected] for Trybe and to the email address in your acceptance record for you, or to another address a Party gives by notice. 12.3 Assignment. Neither Party may assign the Agreement without the other's written consent, except to a successor to all or substantially all of its business that agrees in writing to be bound. 12.4 Events outside a Party's control. Neither Party is responsible for a delay or failure caused by events beyond its reasonable control, such as a natural disaster, outage of a major service provider, or government action, except for paying money it owes. The Party affected will tell the other promptly and resume as soon as it reasonably can. 12.5 Whole agreement. For each deal, the Agreement is the whole agreement between the Parties on its subject. It replaces any terms either Party proposed on its own paper for the same relationship, such as its own non-disclosure agreement, purchase order or terms of business, unless both Parties signed those terms. It does not replace or reduce any separate written agreement signed by both Parties. Where such an agreement and the Agreement both apply, the term that better protects confidential information governs, except that any right to use, keep or deliver information for the work still applies. 12.6 Electronic acceptance. Electronic acceptance, electronic signatures and copies of the record are binding as originals. 12.7 If part fails. If any provision cannot be enforced, it is enforced to the fullest extent allowed and the rest of the Agreement continues. 12.8 Waiver and changes. A waiver is effective only in writing from the Party giving it, and not enforcing a provision is not a waiver. An accepted Order or Schedule may be changed only in writing accepted by both Parties.

TRYBE CLIENT SERVICES TERMS These Client Services Terms are a Module under the Trybe General Terms. They apply when you buy services from Trybe Strategies Inc. ("Trybe"). In this Module, "you" or "Client" means the person or entity named in the acceptance record, and words defined in the General Terms have the same meaning here. 1. ORDERS Each piece of work is set out in an Order. For a product bought through Trybe's online checkout, the description of that product on Trybe's website at the time of purchase, together with the checkout receipt, is the Order. Work that is not in an Order is outside its scope; Trybe will quote it as a new Order. 2. WHAT TRYBE DOES Trybe performs the services in the Order with reasonable skill and care, in line with good industry practice, and on the timeline in the Order. Trybe may use its own team, its AI systems and its delivery partners to do the work, and remains responsible for their work as if it were its own. Delivery partners are Trybe's Representatives under Section 3.5 of the General Terms. You contract with, and pay, only Trybe for the work in an Order. 3. WHAT YOU DO You will: (a) give Trybe the access and information the work needs, and make sure that information is accurate and complete; (b) decide within three (3) business days on anything Trybe flags to you as blocking; and (c) take part in the working sessions in the Order. If you cause a delay, the timeline moves by the length of that delay. You remain responsible for your own business decisions, for your legal, tax and regulatory compliance, and for anything you publish or submit. 4. FUNDING WORK Where an Order includes funding strategy, readiness or application work: (a) Trybe provides strategy and preparation support, and you decide whether to apply, approve and sign every application, and are responsible for the accuracy of everything submitted; (b) each funder makes its own decision, and Trybe does not promise any grant, loan, tax credit, investment or other award; (c) Trybe's fees for this work are fixed fees and are never a percentage of, or contingent on, any award; (d) Trybe does not communicate with public office holders on your behalf unless an Order expressly says so and the law allows it; and (e) Trybe does not introduce investors or raise capital under this Module. 5. FEES AND PAYMENT 5.1 Fees. Fees are as stated in the Order, in United States dollars unless the Order says otherwise. Fees are paid in full in advance unless the Order says otherwise. 5.2 Taxes. Fees do not include sales taxes. Where Canadian law requires it, GST or HST is added. 5.3 Late payment. If an amount is still unpaid ten (10) days after Trybe sends a written reminder, Trybe may pause the work until it is paid, and the timeline moves by the length of the pause. 5.4 Disputes about a charge. You will raise any question about a charge with Trybe in writing first, and give Trybe ten (10) business days to answer, before you dispute it with your bank or card provider. 6. REVENUE SHARE Where an Order includes a revenue share, the Order defines the revenue it applies to, the rate and the period. You will send Trybe a statement of that revenue for each calendar month by the 10th day of the following month, with the reports from your payment platforms that support it, and pay the amount due by the 15th day. Once a year, on ten (10) business days' notice, Trybe may review the records behind the statements. If a review shows an underpayment of more than five (5) percent, you will pay the shortfall and the reasonable cost of the review. These obligations continue for the period stated in the Order. 7. REFUNDS Unless the Order says otherwise: (a) a one-time fee is refundable in full on request until the work starts, and the work starts at the first working session or, for a product bought through checkout, when you submit its intake assessment, whichever comes first; (b) once the work has started, the one-time fee for that Order is not refundable, and Trybe completes the work; and (c) a monthly fee is not refundable for a month that has started. 8. OWNERSHIP 8.1 What you own. Once you have paid in full for an Order, you own the deliverables Trybe creates specifically for you under it (the "Deliverables"), and Trybe assigns its rights in them to you. 8.2 What Trybe keeps. Trybe keeps its Background Materials under Section 6 of the General Terms, including Atlas and its agents, and its frameworks, templates, programs, prompts and tools. Where Background Materials are part of a Deliverable, you receive a perpetual, non-exclusive, non-transferable licence to use them as part of that Deliverable for your own business. You will not resell, republish or offer Trybe's frameworks, templates or programs as your own product. 8.3 Third party tools. Deliverables built on third party platforms or tools are subject to those providers' own terms, and you hold any accounts and licences they require. Trybe may reuse the general skills, know-how and experience it gains, as long as it does not use or disclose your Confidential Information. 9. CASE STUDIES AND PUBLICATION Trybe will not name you, publish your results, or publish any recording or clip of your sessions in marketing, case studies, posts or talks unless you give consent. You give it by ticking the optional publication box when you accept, or by approving the exact content in writing. Even where you ticked the box, Trybe shows you each piece of content and publishes it only after you approve it. You may withdraw consent for future use at any time by written notice. 10. TERM AND ENDING 10.1 Term. Each Order runs for the term it states, or until the work in it is delivered. 10.2 Material breach. Either Party may end an Order by written notice if the other Party materially breaches it and does not fix the breach within fifteen (15) days after written notice describing it. 10.3 Monthly Orders. After any minimum term stated in the Order, either Party may end a monthly Order on thirty (30) days' written notice. 10.4 On ending. When an Order ends, you pay for the work done and the fees due up to the end date, and Trybe delivers the work completed and paid for. Sections 6, 8 and 9 continue as they state.