Copilot4DevOps
Online Subscription Agreement

Effective Date: Upon online acceptance by Licensee.

This Online Subscription Agreement (“Agreement”) is entered into between 2101440 Ontario Inc., o/a Modern Requirements (the “Licensor”) and the individual or entity completing an online purchase (the “Licensee”). By completing an online transaction, clicking acceptance, or accessing the Product, Licensee agrees to be bound by this Agreement.

1. License Grant

Subject to the terms and conditions of this Agreement and payment of applicable subscription fees, Licensor grants to Licensee a limited, non-exclusive, personal, non-sublicensable, non-transferable right to access and use Copilot4DevOps (“Product”) during the applicable Subscription Term. All rights not expressly granted are reserved by Licensor.

2. Subscription Term and Auto-Renewal

The Subscription commences upon payment and continues for the selected billing period. Subscriptions automatically renew for successive terms equal to the initial Subscription Term unless cancelled prior to renewal. Licensee authorizes Licensor to charge the payment method on file for all renewal Fees.

3. Fees and Payment

All fees are due and payable in advance. Licensee authorizes Licensor or its authorized payment processor to charge all applicable fees and taxes to the payment method provided. If payment is not received, Licensor may suspend or disable access to the Product without liability.

4. Strict No-Refund Policy

All fees are final. Payments are non-cancellable and non-refundable. Licensee shall not be entitled to any refund, credit, or reimbursement for partial terms, non-use, early termination, downgrades, suspension, or termination for breach.

5. Support

Support coverage and response times, if included with the Subscription, shall be provided in accordance with Licensor’s published support policies. Licensor reserves the right to modify support offerings from time to time.

6. Warranties and Disclaimer

Except as expressly stated in this Agreement, the Product (including any artificial intelligence features and any outputs, recommendations, or results produced by the Product) is provided “as is” and “as available” without warranties of any kind, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Licensor does not warrant that the Product will be uninterrupted, error-free, secure, or that defects will be corrected. Licensee assumes the entire risk as to results and performance.

7. Limitation of Liability

In no event shall Licensor or its representatives be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of profits, revenue, data, business, or goodwill, arising out of or relating to this Agreement, even if advised of the possibility of such damages. Licensor’s aggregate liability arising out of or relating to this Agreement shall not exceed the subscription fees paid by Licensee to Licensor for the Product in the twelve (12) months preceding the event giving rise to the claim.

8. Artificial Intelligence and Third-Party AI Services

8.1 Third-Party AI Services

The Product may interoperate with or rely on third-party artificial intelligence or large language model services (including via APIs) (“Third-Party AI Services”). Licensor does not own, control, or operate any Third-Party AI Services.

8.2 Data Sent to Providers

To provide AI features, Licensee content (including prompts, inputs, and related context) may be transmitted to and processed by Third-Party AI Services. Licensee is solely responsible for (a) obtaining all rights, consents, and permissions required for such transmission and processing, and (b) complying with all applicable laws and any applicable third-party terms, policies, or restrictions.

8.3 Outputs Are Probabilistic; Human Review Required

AI-generated outputs, recommendations, or other results (collectively, “Outputs”) are generated algorithmically and may be inaccurate, incomplete, misleading, biased, or contain “hallucinations.” Outputs are provided for informational purposes only. Licensee must independently review, test, validate, and approve all Outputs before using or relying on them, including for development, operations, security, compliance, legal, financial, or other decisions.

8.4 No Professional Advice; High-Risk Use Prohibited

Outputs do not constitute professional advice and are not a substitute for qualified review. Licensee shall not use any AI features for safety-critical, life-critical, medical, emergency, or other high-risk activities where failure could lead to injury, death, or significant property or environmental damage.

8.5 Model Changes and Variability

Licensee acknowledges that AI models and Third-Party AI Services may change over time (including behavior, availability, latency, pricing, and output quality). Licensor may, without liability, modify, replace, suspend, or discontinue any AI feature or Third-Party AI Service integration. Outputs may vary from run to run, even with identical inputs.

8.6 No Warranty for Outputs; IP and Compliance Review

Licensor does not warrant that Outputs are unique, original, non-infringing, or suitable for any purpose. Licensee is solely responsible for determining whether and how to use Outputs, including performing any necessary intellectual property clearance, security review, and compliance checks.

8.7 Liability Allocation

Without limiting Sections 6 and 7, Licensor shall have no liability for claims, damages, losses, or liabilities arising out of or relating to (a) any Third-Party AI Services, (b) Licensee’s prompts, inputs, or other content, (c) Licensee’s use of Outputs, or (d) any decisions or actions taken based on Outputs.

8.8 Indemnity (AI and Inputs)

Licensee will defend, indemnify, and hold harmless Licensor and its affiliates, officers, directors, employees, and representatives from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to (a) Licensee content (including prompts/inputs), (b) Licensee’s use of Outputs, or (c) Licensee’s violation of applicable laws, third-party rights, or third-party service terms.

9. Termination

This Agreement terminates upon expiration of the Subscription Term or upon breach by Licensee. Upon termination, Licensee shall immediately cease use of the Product. No refunds shall be issued.

10. Governing Law

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

11. Entire Agreement

This Agreement, together with any online order summary and Licensor’s published support policies referenced herein, constitutes the entire agreement between the parties regarding online subscriptions to the Product, and supersedes all prior or contemporaneous understandings, communications, or agreements on that subject. Any additional or different terms provided by Licensee (including in a purchase order) are rejected and will not be binding unless expressly agreed in writing by Licensor.