SMS Storetraffic Platform Terms of Service

Please read these terms carefully — they govern your use of the Service. Key topics include subscription and renewal terms, your responsibilities as a customer, our privacy and security commitments, restrictions on use of the platform, and limitations of liability. The detailed terms below are controlling and define the rights and obligations of both parties.

The present document (the "Agreement") sets out the terms and conditions governing the use of the SMS Storetraffic platform, including the T.M.A.S. web application and the SMS Storetraffic mobile application for iOS and Android (the "App"), by the user ("You"). The platform is provided by St. Michael Strategies Inc. dba SMS Storetraffic ("SMS"). The Service is designed for business use by organizations and their authorized personnel. It is not intended to process personal data about consumers or members of the public beyond what is incidentally submitted in the course of normal business operations. By using any part of the Service, You signify that You have the right, authority, and capacity to enter into this Agreement, that You have read and understood this Agreement, and that You agree to abide by all the terms and conditions of this Agreement.

1 Interpretation

1.1 In this Agreement, the following terms have the following meanings:

1.1.1 "Software as a Service Agreement" refers to the agreement with SMS, when applicable, by which You have been granted access and use of the Service, as defined in Section 2.1 below.

1.1.2 "Content" refers to any information, communication, data, file, text, graphic, or other material submitted by, for, or on behalf of You for use in connection with the Service.

1.1.3 "Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including without limitation business data, traffic and sales data, customer lists, pricing, technical data, and trade secrets. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party, (ii) was rightfully known to the receiving party before disclosure, (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iv) is received from a third party without restriction on disclosure.

1.1.4 "Distribution Agreement" refers to the agreement between SMS and a distributor in your market, when applicable, by which the Service has subsequently been made available to You for access and use.

1.1.5 "Documentation" refers to the manuals and other documentation offered by SMS to You regarding the use of the Service.

1.1.6 "T.M.A.S." refers to the web-based software platform offered by SMS for data collection and management of traffic counter systems.

1.1.7 "App" refers to the SMS Storetraffic mobile application available for iOS and Android. The App is powered by T.M.A.S. and is available in a free base tier as well as an enhanced tier for T.M.A.S. subscribers. Both tiers are governed by this Agreement.

1.1.8 "Software" refers to T.M.A.S. and the App, collectively forming the SMS Storetraffic platform.

1.1.9 "Location" refers to a physical location, such as a retail store or room, represented in the Software as an entity that can be reported on specifically.

1.1.10 "Device" refers to traffic counting sensors, which are either physical hardware installed in your locations or virtual, manual counters that can be used in our App.

1.1.11 "License" refers to the right to use and access the Software modules which are chargeable. One License is required per Location or per Device, depending on the type of subscription.

1.1.12 "Occupancy" refers to the number of individuals in a Location at a particular time.

1.1.13 "Privacy Statement" means the SMS Privacy Statement, available at https://storetraffic.com/privacy-statement-ca/, as updated from time to time.

1.1.14 "Security Statement" means the SMS Security Statement, a separate document describing SMS's administrative, technical, and physical security controls. It is provided upon written request to techsupport@storetraffic.com and is updated from time to time.

1.1.15 "Critical Customer Data" has the meaning set out in Section 22.2.

1.2 The inclusion of headings and subheadings in this Agreement is for convenience of reference only and will not affect the construction or interpretation of this Agreement.

1.3 In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders.

1.4 If any provision of this Agreement is held by a Court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions will remain in full force and effect.

1.5 This Agreement, the Software as a Service Agreement, and any other agreement with SMS by which You have been granted access and use of the Service constitute the entire agreement between the parties pertaining to the subject matter hereof. In the event of a conflict between this Agreement and a Software as a Service Agreement or other written agreement signed by both parties, the terms of that signed agreement will prevail for the specific matters addressed therein, and this Agreement will govern for all other matters. There are no warranties, representations, or agreements between the parties except as specifically set forth herein.

1.6 The failure of SMS to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. A waiver is effective only if made in writing by SMS.

2 Service

2.1 For as long as this Agreement is in effect, You will receive a nonexclusive, non-transferable, and non-assignable right to access and use, through your web browser, the hosted Software (the "Service") solely for your internal business operations and subject to the terms and conditions of this Agreement.

2.2 You may allow your employees, affiliates, and other persons (the "Users") to access and use the Service for your internal business operations and are solely responsible for their compliance with this Agreement.

2.3 You are responsible at your own expense to acquire and maintain access to the internet and to pay any service fees associated with such access. SMS may specify from time to time the version(s) of related products and/or services required in order to use the Service, including, but not limited to, supported browser versions.

2.4 You acknowledge that this Agreement is a service agreement and SMS will not be delivering copies of the Software to You as part of the Service.

2.5 The Service is a restricted-access platform intended solely for use by authorized customers and their authorized Users. Access to the Service requires explicit written authorization from SMS, granted through the issuance of account credentials or through a written agreement with SMS. Any attempt to access, probe, scan, or interact with the Service, its infrastructure, or any related systems by any person or entity without such explicit authorization is strictly prohibited and constitutes unauthorized access. This prohibition applies regardless of whether the attempt is successful, regardless of whether the person attempting access has any prior relationship with SMS, and regardless of the technical means used. SMS reserves all rights and remedies available under applicable law — including civil action and referral to law enforcement authorities — against any person or entity attempting unauthorized access to the Service. This Section is binding on any person or entity attempting access to the Service, whether or not they are a customer or have otherwise accepted this Agreement.

3 Modification of the Service

3.1 SMS reserves the right to modify the Service, or any part thereof, at any time, in its sole discretion. SMS endeavors to provide advance notice of significant platform changes in accordance with its release management practices, aiming to provide approximately two weeks' notice for planned feature changes communicated via email and system notifications, where circumstances allow. In cases where a critical issue poses an immediate risk to platform integrity, data security, or service availability, SMS reserves the right to deploy changes without prior notice.

4 Support

4.1 Technical support is available to all users of the Service, regardless of subscription tier, during business hours of 8:00 a.m. EST to 6:00 p.m. EST, Monday through Friday, excluding SMS's observed Canadian Federal and Quebec Provincial holidays: New Year's Day, Good Friday, Easter Monday, Victoria Day (Monday preceding May 25th), Provincial Day (June 24th), Canada Day (July 1st), Labor Day (first Monday of September), Thanksgiving Day (second Monday of October), Remembrance Day (November 11th), Christmas Day, and the day following Christmas Day. If one of these holidays falls on a weekend, SMS reserves the right to observe it on an adjacent weekday. Support is available by email at techsupport@storetraffic.com, at help.storetraffic.com, and in T.M.A.S. through the chat option.

4.2 SMS reserves the right to modify support availability for free App users with reasonable advance notice. Any modification to support terms for subscribers under a Software as a Service Agreement requires notice in accordance with Section 3 and Section 24.

4.3 Technical support covers the Software only. Any issue related to hardware installed at your Location(s) is not covered by this Agreement.

5 Fees and Renewal

5.1 If your level of subscription requires a fee, fees will be due and payable to SMS as agreed upon in the Software as a Service Agreement or any other applicable agreement. SMS reserves the right to display ads in its free versions of software.

5.2 You are responsible for paying the number of Licenses that matches your usage of the Software. SMS will periodically audit and update your quantity of Licenses to match the number of Locations or Devices configured in the Software. Any increase in Locations or Devices will result in additional charges which will be invoiced to you and required to be paid to continue using the Software.

5.3 Subscriptions renew automatically at the end of each billing period for a further period equal to the preceding term, at the then-current rate, unless You notify SMS in writing before the renewal date that You do not wish to renew. Notice of non-renewal must be sent to success@storetraffic.com or through your account manager. SMS will send a renewal reminder to the email address on file a minimum of thirty (30) days before the renewal date for annual subscriptions. Monthly subscriptions renew automatically without individual renewal notices unless otherwise agreed in writing.

5.4 SMS reserves the right to change pricing at renewal with a minimum of thirty (30) days' written notice prior to the renewal date. Your continued use of the Service following the renewal date constitutes acceptance of the updated pricing.

5.5 Any account that carries an outstanding unpaid balance may not be converted to a free plan, downgraded to a lower tier, or otherwise used to circumvent payment obligations. Furthermore, any individual or organization with an unpaid balance on a previous or current account may not register a new account, whether under the same or a different name, until all outstanding amounts have been paid in full. SMS reserves the right to suspend or terminate any account it reasonably identifies as having been created to avoid payment of an outstanding balance. Customers with any outstanding unpaid balance owed to SMS lose access to all SMS services, including the free tier of the App, until the balance is paid in full.

5.6 In the event that any payment is not received by its due date, SMS provides notice of outstanding amounts through multiple channels, which may include billing communications sent to the email address on file (including statements and downloadable invoices), automated payment failure notifications, overdue payment reminders, and in-platform notifications visible upon login to the Service. Notice is deemed effectively given when communicated through any one of these channels. Customers are responsible for ensuring that the email address on file is current and monitored, and for reviewing in-platform notifications. Failure to receive or review notice through any particular channel does not invalidate notice given through another. SMS may, at its sole discretion, allow a period of time before taking action on non-payment; the existence of such a period in any instance does not obligate SMS to provide one in future instances and does not constitute a waiver of SMS's right to suspend or terminate immediately. Interest will accrue on any outstanding balance from the original due date at a rate of 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, whichever is lower. The accrual of interest does not constitute a waiver of SMS's right to suspend or terminate the Service.

5.7 SMS reserves the right to modify, reorganize, or discontinue any feature, capability, or service included in any subscription plan at any time. This includes moving features between plan tiers, limiting or removing features that are underused, technically burdensome, or no longer aligned with the direction of the platform, and reorganizing plan structures. SMS endeavors to provide reasonable advance notice of material changes through email or system notifications. Where a feature previously included in a plan is moved to a higher tier, SMS will make reasonable efforts to grandfather existing subscribers for a transition period, the duration of which will be communicated at the time of the change. Grandfathering is provided at SMS's sole discretion and does not apply to features that are discontinued entirely. SMS makes no commitment to maintain any specific feature within any specific plan tier indefinitely. This includes the right to discontinue an entire subscription plan or tier. Where a plan is discontinued, SMS will provide affected subscribers with reasonable advance notice and will ensure continuity of service through a replacement plan of equivalent or greater value for the remainder of any prepaid term. The option to terminate without early termination penalties applies only where SMS cannot offer a replacement plan of reasonably equivalent value and functionality, as determined in good faith by SMS. Your continued use of the Service following any such change constitutes acceptance of the revised plan and feature terms.

5.8 The iOS and Android Storetraffic App (as defined in Section 1.1.7) is currently available without charge in its base tier. SMS intends to maintain a free tier of the App and is committed to doing so for all current users. Should SMS decide to discontinue or materially restrict the free tier for new users in the future, SMS will announce an effective date with reasonable advance notice. Users who registered before that announced effective date will retain access to a free tier of the App. The features and functionality included in the free tier may change over time, including the movement of certain features to paid subscription tiers in accordance with Section 5.7. Free App users are subject to all terms of this Agreement except those governing paid subscription features, which apply only to T.M.A.S. subscribers.

6 Term and Termination

6.1 This Agreement will be applicable at all times when You use the Service and will expire or terminate in accordance with the terms of this Agreement, the Software as a Service Agreement, the Distribution Agreement, and/or any other applicable agreement.

6.2 SMS will have the right to terminate this Agreement immediately and without notice to You, if (i) You are in breach or default of any of your obligations under this Agreement, other than in regard to payment, and such breach or default continues unrectified for five (5) days following written notice of such breach, (ii) You enter into bankruptcy or insolvency proceedings, make an assignment for the benefit of your creditors, are adjudged bankrupt or insolvent, a petition is filed against You under any bankruptcy or insolvency law and is not discharged within sixty (60) days, or a receiver or trustee is appointed with respect to your assets, (iii) You cease to carry on your business, or (iv) SMS has not received any payment when due. Upon termination, You will immediately pay all fees then due and all fees that would have become due for the remaining term, without prejudice to SMS's other rights and recourses.

6.3 SMS will also have the right to terminate this Agreement immediately and without notice if it has not received any payment when due under the Distribution Agreement, should this apply to you.

6.4 Upon expiration or termination of this Agreement, SMS will immediately cease providing the Service and all access rights will terminate. SMS will strive to revoke all account credentials and access rights as promptly as practicable, and in any event within a commercially reasonable timeframe. SMS will use reasonable technical means to prevent further access to the Service following termination. You are responsible for retrieving the Content from the Service prior to expiration or termination. SMS will not be responsible for any resulting loss or destruction of the Content. You will, at SMS's request, return or permanently delete and destroy all Documentation and Confidential Information.

6.5 SMS maintains a data retention and deletion policy aligned with applicable law, which governs how customer data is handled following termination or expiration of this Agreement. SMS does not commit to immediate deletion of data upon termination. Unless applicable law or a separate written agreement requires otherwise, SMS will retain customer data for a maximum period of one hundred and ninety (190) days following termination, after which all customer data including backups will be deleted or anonymized. This period is subject to change upon notice; any reduction in the retention period will be communicated with reasonable advance notice. Details of the current retention policy are available upon request.

6.6 SMS may also terminate this Agreement if You have an outstanding unpaid balance owed to SMS under any other agreement that remains unpaid following the notice process described in Section 7.4.

7 Suspension

7.1 SMS will have the right to suspend the Service upon non-payment. SMS may, at its sole discretion, provide a grace period before suspending access; the existence of a grace period in any instance does not obligate SMS to provide one in future instances and does not constitute a waiver of SMS's right to suspend immediately for non-payment. All fees and accrued interest remain due during any suspension and will not be reimbursed. You must bring all outstanding amounts current to end the suspension.

7.2 SMS will also have the right to suspend the Service immediately and without notice if it has not received any payment when due under the Distribution Agreement, should this apply to you.

7.3 SMS reserves the right to suspend access to any account that SMS reasonably believes is being used in violation of Section 11 (Access and Acceptable Use), pending investigation. SMS will endeavor to notify You of such suspension promptly, and access will be reinstated once the issue has been resolved to SMS's reasonable satisfaction.

7.4 SMS may suspend access to the Service if You have any outstanding unpaid amounts owed to SMS under any agreement, including without limitation equipment purchases, payment plan arrangements, professional services, or any other charges arising from your relationship with SMS, regardless of whether such amounts relate directly to the Service. SMS provides notice of outstanding amounts through multiple channels, which may include billing communications sent to the email address on file (including statements and downloadable invoices), automated payment failure notifications, overdue payment reminders, and in-platform notifications visible upon login to the Service. Notice is deemed effectively given when communicated through any one of these channels. Customers are responsible for ensuring that the email address on file is current and monitored, and for reviewing in-platform notifications. Failure to receive or review notice through any particular channel does not invalidate notice given through another. SMS may, at its sole discretion, allow a period of time before suspending access for cross-agreement non-payment; the existence of such a period in any instance does not obligate SMS to provide one in future instances. SMS may suspend access to the Service until all outstanding amounts owed to SMS across all agreements have been paid in full. The existence of a dispute regarding amounts owed under a separate agreement does not suspend this right, provided SMS has acted in good faith in identifying the outstanding amount.

8 Proprietary Rights

8.1 The Software, Documentation, and all other deliverables provided under this Agreement, including without limitation all modifications, improvements, upgrades, derivative works, and feedback relating thereto, are proprietary products of SMS protected under copyright and other intellectual property laws. All right, title, and interest in and to the above, including associated intellectual property rights, are and will remain with SMS. This Agreement conveys to You only a limited right of use, revocable in accordance with its terms.

8.2 You warrant that You are the owner of the Content or have been granted all necessary rights to submit it for use in connection with the Service. You confirm SMS's right to use the Content to provide the Service. You represent that such use will not infringe the intellectual property or other rights of any third party. SMS does not obtain any right, title, or interest in the Content except as specifically granted herein to provide the Service.

8.3 Upon execution of this Agreement, SMS will be entitled to represent that You are a customer of the Service and may use your business name and logo to identify You as such in customer lists, marketing materials, and case studies. Customers who wish to be excluded from such references may notify SMS in writing at success@storetraffic.com and SMS will honor such requests within a reasonable timeframe.

8.4 If You provide SMS with any feedback, suggestions, ideas, enhancement requests, recommendations, or other information relating to the Service (collectively "Feedback"), You hereby assign to SMS all right, title, and interest in and to such Feedback. SMS may use Feedback for any purpose without restriction or compensation to You. You represent that any Feedback You provide does not contain confidential or proprietary information of any third party.

9 Restrictions

9.1 You will not, and will not permit anyone to: (i) copy or republish the Service or Software, (ii) make the Service available to any third party, (iii) use the Service to provide service bureau, time-sharing, or computer hosting services to third parties, (iv) modify or create derivative works based upon the Service or Documentation, (v) remove, modify, or obscure any copyright, trademark, or other proprietary notices in the Software or Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, (vii) access the Service or Documentation to build a similar or competitive product, or (viii) reverse engineer the communication between any SMS-built sensor and the Software in order to connect the sensor to another software.

9.2 You may not use multiple simultaneous automated sessions to simulate access by multiple users on a single account, circumvent session management, or use automation to exceed the access rights granted by your License.

10 Security and Encryption

10.1 SMS hosts the Service on infrastructure operating within SOC 2 accredited data centers, providing independent third-party validation of security, availability, and confidentiality controls. SMS maintains redundancy and disaster recovery capabilities to support service continuity.

10.2 SMS encrypts customer data in transit using TLS and protects sensitive data at rest using established cryptographic standards including, but not limited to, AES and SHA. SMS reviews its encryption posture on an ongoing basis and applies additional protections as warranted by risk assessment.

11 Access and Acceptable Use

Permitted Access

11.1 You may access and use the Service through officially provided or authorized interfaces, including, but not limited to, the T.M.A.S. web platform, the Storetraffic mobile application, officially published APIs, and any other access method expressly authorized by SMS in writing. Automation of legitimate account management and data retrieval tasks — including through browser automation tools, scripts, or AI-assisted agents acting on your behalf on your own account — is permitted provided it operates within published rate limits where applicable, and in a manner consistent with normal human usage patterns where no specific limits are published, without placing unreasonable load on the Service infrastructure.

API and Rate Limits

11.2 Use of the Service through officially published APIs is permitted up to the rate limits and quotas applicable to your subscription tier as published by SMS from time to time. SMS reserves the right to update rate limits and quotas at any time. Exceeding published rate limits may result in throttling, temporary blocking, or suspension of API access. SMS will use reasonable efforts to communicate rate limit changes in advance but is not obligated to do so for emergency or security-related adjustments.

Prohibited Use

11.3 You agree not to use the Service to:

11.4 SMS reserves the right to rate-limit, restrict, or revoke specific access methods at any time at its sole discretion. Where practicable, SMS will endeavor to provide advance notice of such changes, but is not obligated to do so, particularly for emergency or security-related actions. The existence of permitted access through any method in any instance does not obligate SMS to continue permitting it in future instances.

12 Account Security

12.1 You are solely responsible for maintaining the confidentiality of your account credentials, including, but not limited to, usernames, passwords, and any authentication tokens or API keys associated with your account. You agree not to share credentials between multiple individuals and to ensure that each User accesses the Service only through credentials assigned to them.

12.2 You are responsible for all activities that occur under your account, whether or not authorized by You. If You become aware of any unauthorized access to or use of your account, or any other breach of security, You must notify SMS immediately at techsupport@storetraffic.com. SMS will not be liable for any loss or damage arising from unauthorized use of your account resulting from your failure to maintain credential security.

12.3 SMS strongly recommends that You enable multi-factor authentication (MFA) for all accounts. MFA may be made mandatory upon your request or as required by your organization's security policies.

13 Confidentiality

13.1 Each party agrees to hold the other party's Confidential Information in strict confidence, using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Neither party will disclose the other's Confidential Information to any third party without prior written consent, except as required by law or as necessary to perform obligations under this Agreement.

13.2 SMS treats all Content submitted by You as Confidential Information. Customer operational data — including traffic counts, sales figures, transaction data, and location-level performance metrics — will not be disclosed to any third party except as necessary to provide the Service, and will not be used for any purpose other than providing and improving the Service as described in this Agreement and the Privacy Statement.

13.3 Each party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Each party remains responsible for any breach of this Section by such individuals.

13.4 If either party is required by law, regulation, or court order to disclose Confidential Information, it will, to the extent permitted by law, provide prompt written notice to the other party and cooperate to seek a protective order or other appropriate relief. The receiving party will disclose only that portion of Confidential Information legally required to be disclosed.

13.5 The obligations of this Section survive the termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which will remain confidential for as long as they qualify as such under applicable law.

14 Security Incident Notification

14.1 In the event of any breach that could impact your data, SMS will notify affected customers promptly. Where applicable privacy legislation is triggered, SMS makes reasonable efforts to comply with breach notification requirements in the jurisdictions where it operates. SMS prioritizes obligations under major privacy frameworks including applicable US federal and state privacy laws, Canada (PIPEDA and Quebec Law 25), the European Union (GDPR), and Australia, and monitors its compliance posture as regulatory landscapes evolve. SMS cannot guarantee that every security event will be detected immediately but is committed to transparency. SMS maintains a documented incident response process; further details are available in the SMS Security Statement upon request.

14.2 Notification obligations under this Section apply only to incidents affecting Customer data held by SMS and resulting from circumstances within SMS's reasonable control. They do not extend to incidents resulting from your own systems, compromised credentials, or actions on your side of the service boundary.

15 Privacy

The following summarizes SMS's key privacy commitments in connection with the Service. For complete details, please refer to the SMS Privacy Statement.

SMS collects usage data from T.M.A.S. and the Storetraffic App — including, but not limited to, IP addresses, login timestamps, device type, and browser version — to secure and audit platform access. You are expected to submit business information only while using the Service. SMS protects any data collected regardless of type.

SMS uses de-identified and aggregated data from its platforms to compile industry benchmarks. Full anonymity is assured before any benchmark is compiled or delivered. No individual customer's data is identifiable in any benchmark output.

SMS does not store or collect payment card details. Payments are processed by Stripe and Staxbill, who are PCI-DSS compliant.

SMS uses AI-assisted tools internally to support operations. Customer operational data — including traffic counts, sales figures, and location-level metrics — is never transmitted to external AI services in identifiable form. See Section 23 for further details on AI and platform features.

For full details on data collection, cross-border transfers, third-party service providers, cookies, and your privacy rights under applicable law (including Quebec Law 25, PIPEDA, and GDPR), refer to our Privacy Statement.

16 Customer Data and Third-Party Vendors

16.1 Customer operational data — including traffic counts, sales figures, transaction data, and location-level performance metrics — is never transmitted to external third-party vendors in identifiable form. Where aggregate, anonymized, or statistical data is used with external services for purposes such as AI model improvement, accuracy benchmarking, or product analytics, it is stripped of any information that could identify a specific customer or location prior to transmission.

16.2 Data processed through SMS-controlled infrastructure or through established cloud infrastructure providers operating under data isolation and confidentiality commitments — where prohibition on use of customer data for third-party model training is assured under the provider's published terms and data processing commitments — is governed by SMS's internal data governance policies and does not leave the SMS-controlled environment. For the avoidance of doubt, AI model inference performed within SMS-controlled or enterprise-contracted private cloud infrastructure, including privately hosted or tenant-isolated model deployments such as those available through Microsoft Azure or equivalent providers, is treated as internal processing under this Section and does not constitute transmission to an external vendor for the purposes of Section 16.1. Such processing remains subject to the data isolation and confidentiality requirements described in this Section.

16.3 Where customer data is processed by a third party as a direct result of customer-configured actions — for example, scheduled reports delivered through a transactional email provider — the third party acts as a delivery channel only, bound by its own published terms and security commitments. SMS selects such providers for their established reputations and transparent data handling practices.

17 Data Processing

17.1 To the extent that SMS processes personal data on your behalf in connection with the Service, SMS does so as a data processor — or, under applicable US state privacy legislation, as a service provider — acting on your instructions as the data controller or business, in accordance with applicable privacy legislation including GDPR, Quebec Law 25, PIPEDA, and applicable US federal and state privacy laws.

17.2 SMS serves customers in multiple jurisdictions, including the United States, Canada, the European Union, Australia, and internationally. SMS prioritizes obligations under major privacy frameworks including applicable US federal and state privacy laws, Canada (PIPEDA and Quebec Law 25), the European Union (GDPR), and Australia, and monitors its compliance posture as regulatory landscapes evolve. Where applicable federal, provincial, state, or national privacy laws govern the processing of personal data in connection with the Service — including without limitation applicable US state privacy legislation such as the California Consumer Privacy Act (CCPA) as amended by the CPRA — SMS makes reasonable efforts to comply with the obligations imposed on it as a data processor or service provider under such laws. SMS does not sell personal data. Customers operating in specific regulated jurisdictions are responsible for ensuring their own compliance as data controllers or businesses, and for notifying SMS of any specific legal requirements applicable to their use of the Service that exceed the general obligations described in this Agreement.

17.3 SMS's data processing practices are described in the Privacy Statement. Customers who require a formal Data Processing Agreement (DPA) to satisfy GDPR Article 28 or equivalent obligations may request one by contacting privoff@storetraffic.com. SMS will provide a DPA on commercially reasonable terms.

17.4 You represent and warrant that You have the legal authority to submit any personal data to the Service, including that You have obtained all necessary consents or have another lawful basis for processing, and that your use of the Service in connection with such data complies with applicable law.

17.5 SMS maintains reasonable technical and organizational measures to protect personal data against unauthorized access, loss, or destruction, as described in the SMS Security Statement available upon request.

18 Infringement

18.1 SMS represents that, to its knowledge as of the date of this Agreement, the Service does not infringe the intellectual property rights of any third party. If SMS becomes aware of any such infringement, it will take reasonable steps to address the issue, including by modifying the Service or obtaining the necessary rights to continue providing it. SMS will notify affected customers if it determines that the infringement materially impacts their ability to use the Service.

18.2 You will immediately notify SMS in writing of any claim, demand, action, suit, or proceeding, actual or threatened, against You, which alleges that your access and/or use of the Service has infringed the intellectual property rights of any third party (the "Infringement Claim").

18.3 SMS, if it elects to do so by notice in writing to You, may defend and/or settle any Infringement Claim in its sole discretion. In that event, You hereby appoint SMS as your lawful attorney to do such things as SMS considers necessary or desirable. Said appointment is irrevocable by You. You agree to cooperate in all reasonable respects with the efforts of SMS.

18.4 Where it is determined by a Court of competent jurisdiction, or admitted in writing by SMS, that the Service itself has infringed the intellectual property rights of any third party, SMS's indemnification obligations apply as described in Section 19.2.

19 Indemnification

19.1 You agree to indemnify and hold harmless SMS, its affiliates, suppliers, and subcontractors, and its and their directors, officers, and employees (the "Indemnitees") from and against any and all damages, liabilities, fines, costs, and expenses, including reasonable attorney's fees, due to, arising out of, or related to the Content, your or the Users' access to or use of the Service, your or the Users' violation of this Agreement, and/or your or the Users' violation of any proprietary or other rights of another.

19.2 SMS agrees to indemnify and hold You harmless from and against any damages, liabilities, fines, costs, and expenses, including reasonable attorney's fees, arising from any Infringement Claim in which it is determined by a Court of competent jurisdiction, or admitted in writing by SMS, that your use of the Service in accordance with this Agreement has infringed the intellectual property rights of any third party. SMS's indemnification obligation under this Section does not apply where the Infringement Claim arises from: (i) modification of the Service by anyone other than SMS, (ii) combination of the Service with products, data, or services not provided or approved by SMS, (iii) your continued use of the Service after SMS has provided a non-infringing alternative or instructed You to cease use of a specific feature, or (iv) your use of the Service in a manner not permitted by this Agreement. This indemnification obligation is not subject to the aggregate liability cap in Section 20.

20 Limited Warranty

20.1 SMS warrants that it will provide the Service in a professional manner consistent with generally accepted industry standards. With regards to Service availability, SMS's sole warranty is as established in the Software as a Service Agreement when applicable to You.

20.2 Notwithstanding anything herein to the contrary, SMS's entire liability, and your sole and exclusive remedy, for a breach of the warranty in Section 20.1 will be, at SMS's sole option: (i) termination of this Agreement and refund of monthly fees paid during the month(s) in which the breach occurred, (ii) a fix, patch, or work-around, (iii) replacement of the Service with services of similar functionality, or (iv) commercially reasonable efforts to promptly correct the breach. With regards to Service availability, SMS's entire liability will only be as established in the Software as a Service Agreement when applicable.

20.3 EXCEPT AS STATED IN SECTION 20.1, SMS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED OR LEGAL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. SMS AND ITS SUPPLIERS MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS OR RESULT IN PROFITS OR REVENUE, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) RESULTS FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCT, SERVICE, OR OTHER MATERIAL OBTAINED THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. YOU UNDERSTAND THAT OCCUPANCY REPORTING IS LIMITED TO AN ESTIMATE DUE TO TECHNOLOGICAL LIMITATIONS AND SHOULD NEVER BE USED IN SITUATIONS WHERE AN INACCURACY COULD RESULT IN INDIVIDUALS BEING HARMED. WHILE SMS WILL USE COMMERCIALLY REASONABLE EFFORTS TO PREVENT UNAUTHORIZED ACCESS TO THE CONTENT, SMS MAKES NO WARRANTY THAT THE SERVICE WILL BE SECURE AGAINST ALL UNAUTHORIZED ACCESS OR SECURITY BREACHES. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICE AND CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW AND REGULATION, INCLUDING WITHOUT LIMITATION ANY OBLIGATION ARISING FROM THE USE OF AI-ASSISTED FEATURES WITHIN THE SERVICE. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE FOREGOING DISCLAIMER DOES NOT APPLY TO THE EXPRESS WARRANTY IN SECTION 20.1 OR TO ANY SERVICE LEVEL COMMITMENTS ESTABLISHED IN A SEPARATE SOFTWARE AS A SERVICE AGREEMENT.

20.4 IN NO EVENT WILL SMS AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS, PROFITS, REVENUE, GOODWILL, CONTENT, OR PUNITIVE AND EXEMPLARY DAMAGES) RESULTING FROM ANY MATTER ARISING OUT OF OR RELATING TO THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, CIVIL LIABILITY (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF FORESEEABLE AND EVEN IF SMS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, SMS WILL NOT BE LIABLE FOR (I) MODIFICATION OR SUSPENSION OF THE SERVICE, (II) ACCESS DELAYS OR INTERRUPTIONS, (III) INTERRUPTION OF BUSINESS, (IV) UNAUTHORIZED ACCESS TO THE CONTENT OR BREACH OF ANY SECURITY MECHANISM, (V) USE OF OR RELIANCE ON THE CONTENT OR RESULTS, INCLUDING OCCUPANCY, (VI) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, (VII) LOSS, DELETION, CORRUPTION, OR MODIFICATION OF THE CONTENT, OR (VIII) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE.

20.5 SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY, SO THE ABOVE MAY NOT FULLY APPLY TO YOU. IN SUCH JURISDICTIONS, SMS'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT WILL SMS'S AGGREGATE LIABILITY EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR $5,000, WHICHEVER IS LOWER. NOTWITHSTANDING THE FOREGOING, THE AGGREGATE LIABILITY CAP DOES NOT APPLY TO LIABILITY ARISING FROM FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE BY SMS, NOR TO SMS'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 19.2. ENTERPRISE CUSTOMERS WITH SEPARATE WRITTEN AGREEMENTS MAY BE SUBJECT TO DIFFERENT LIABILITY TERMS AS ESTABLISHED IN THOSE AGREEMENTS, WHICH SUPERSEDE THIS SECTION.

20.6 NO ACTION ARISING OUT OF OR RELATING TO THE SERVICE AND/OR THIS AGREEMENT, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU MORE THAN TWELVE (12) MONTHS AFTER THE FACTS GIVING RISE TO THE CAUSE OF ACTION HAVE OCCURRED.

21 General Practices and Limits

21.1 You acknowledge that SMS may establish at any time, in its sole discretion, with or without notice, general practices and limits concerning your use of the Service, including without limitation maximum storage space and bandwidth limits (including, but not limited to, number of Scheduled Reports, API calls, Exports, and Imports) in a given period. SMS may also limit the volume of file downloads from your database in response to unreasonable activity.

21.2 SMS may change the general practices and limits in Section 21.1 at any time, in its sole discretion, with or without notice.

22 User Information

22.1 You agree to provide true, accurate, current, and complete information about yourself in connection with your registration and to maintain and promptly update that information. SMS is not responsible if your information is untrue, inaccurate, not current, or incomplete. The Service is designed for business use. Users should submit business information only and should not input personally identifiable consumer data or third-party personal data beyond what is strictly necessary for account administration. SMS does not require or solicit personal data about your customers or members of the public through the platform.

22.2 SMS's highest priority is the protection of Critical Customer Data, being traffic counts, sales and transaction data, access credentials, and operational performance data, as this constitutes the commercially sensitive information entrusted to SMS by its customers. Business contact information such as professional email addresses and names, while technically classified as personal data in certain jurisdictions, is handled with reasonable care. SMS will protect all data collected regardless of type, but resources and security controls are prioritized accordingly. Full details on data handling are available in the SMS Privacy Statement and Security Statement, available upon request.

22.3 SMS uses de-identified and aggregated customer-submitted data in its system to provide industry benchmarks such as trends and averages. These are compiled and delivered only when full customer data anonymity can be assured. SMS validates that sufficient data from a diverse set of customers, stores, and sensors is available to ensure no individual customer's performance can be deduced. No identifiable customer data is used in any benchmark output.

23 AI and Platform Features

23.1 SMS uses AI-assisted tools internally to support operations including, but not limited to, customer support triage, meeting documentation, and issue resolution. These tools fall into two categories: external AI services operated under commercial plans that exclude customer data from model training, and internally hosted or privately deployed AI models operating within SMS-controlled or enterprise-contracted private cloud infrastructure. SMS does not submit identifiable customer operational data — including traffic counts, sales figures, transaction data, or location-level performance metrics — to external AI services. Where SMS uses internally hosted or tenant-isolated AI models such as those available through Microsoft Azure or equivalent providers, such use is treated as internal processing and is not subject to the external data transmission restrictions in Section 16.1.

23.2 Certain future T.M.A.S. features will leverage third-party large language models (LLMs) on an opt-in basis. These features will be clearly identified within the platform. Customers may decline participation in any AI-driven feature without impact to core platform functionality. Where such features require processing of customer data, this will be disclosed prior to activation and may require acceptance of supplemental terms.

23.3 SMS is developing internally hosted AI models operating within SMS-controlled infrastructure. These models will primarily be trained on anonymized or aggregated data. Should non-anonymized customer operational data be required for specific training purposes, it will not leave the SMS environment, will remain subject to the same confidentiality obligations that govern all customer data, and customers will be informed through their service agreement prior to such use. Authorized SMS personnel may also query internally hosted or tenant-isolated AI models with customer operational data for legitimate service delivery purposes such as support resolution and analytics, provided such processing occurs within SMS-controlled or enterprise-contracted private cloud infrastructure as described in Section 16.2.

23.4 Certain SMS sensor models and future sensor models may include optional video capture and demographic estimation capabilities, including the inference of estimated age range, gender presentation, and height. The terms governing customer responsibilities under applicable local law for these features are set out in the applicable hardware service agreement or product terms provided at the time of purchase or deployment. See Section 23.5 for further details on the nature of this data and applicable privacy considerations.

23.5 Certain SMS sensor models and future sensor models may collect anonymous metadata from monitored spaces, including directional traffic counts and, where enabled, inferred demographic attributes such as estimated age range, gender presentation, and height. This data is collected for the sole purpose of generating aggregate analytics and improving counting accuracy. SMS has no means of identifying any specific individual from this data and has no interest in doing so.

23.6 SMS acknowledges that in certain jurisdictions, including those governed by the GDPR and similar frameworks, timestamped individual-level inference records may be classified as personal data or as data capable of contributing to identification when combined with other sources. Where demographic estimation features operate in real-time mode, records may include inferred attributes associated with an approximate time and location. Such records do not include images, biometric templates, facial recognition data, or any persistent identifier linked to a named individual.

23.7 Customers who enable demographic estimation features are solely responsible for determining whether such data collection and processing is lawful in their jurisdiction, for providing appropriate notice to individuals present at their location, and for ensuring compliance with all applicable privacy and data protection laws, including without limitation GDPR, Quebec Law 25, and any applicable biometric or inference data regulations. SMS recommends consulting applicable privacy regulations before enabling real-time demographic features. SMS processes this data as a data processor acting on the customer's instructions as data controller, consistent with Section 17.

24 Modification of this Agreement

24.1 SMS may periodically modify this Agreement in its sole discretion. Any modification will be posted to the Service and will be visible upon login before access is granted. Your continued use of the Service after such modification constitutes your acceptance. If You do not agree with the modified agreement, this Agreement will terminate and You will immediately cease all access and use of the Service. Such termination will be your exclusive remedy and will not affect fees due and payable to SMS. Modifications to this Agreement do not override specific terms negotiated and agreed in a separate Software as a Service Agreement signed by both parties; in the event of a conflict, the terms of that signed agreement prevail for the matters it addresses, as described in Section 1.5.

25 General Provisions

25.1 The expiration or termination of this Agreement will not affect the survival and enforceability of any provision expressly or implicitly intended to remain in force after such expiration or termination, including without limitation Sections 8 (Proprietary Rights), 13 (Confidentiality), 16 (Customer Data and Third-Party Vendors), 17 (Data Processing), 19 (Indemnification), 20 (Limited Warranty), and 25 (General Provisions).

25.2 The relationship between the parties will at all times be one of independent contract. The parties are not partners, joint ventures, employee and employer, or principal and agent. Neither party has authority to bind the other.

25.3 SMS may subcontract its obligations under this Agreement, provided SMS will remain responsible for their performance to the same extent as if performed by SMS directly.

25.4 You may not assign, transfer, or sublicense any of your rights or obligations under this Agreement without the prior written consent of SMS. SMS may assign this Agreement, in whole or in part, without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of SMS's assets. Any attempted assignment in violation of this Section will be null and void. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

25.5 Neither party will be deemed in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including without limitation acts of God, natural disasters, strikes, or shortages of materials ("Force Majeure Events"). Force Majeure Events for SMS include failures or delays caused by You.

25.6 Any notice or communication to SMS must be in writing, in English or French, and sent by registered letter or email to:

ST. MICHAEL STRATEGIES INC.
86 St-Luc Boulevard, Suite 230
St-Jean-sur-Richelieu, Quebec J3A 1G1
Email: success@storetraffic.com

Notices to You will be sent to the email address associated with your account. Notices sent by email are deemed received twenty-four (24) hours after sending, unless the sender receives an automated non-delivery notification.

25.7 You are solely responsible for compliance with all applicable export control laws and regulations in connection with your use of the Service, including without limitation those of Canada, the United States, and the European Union. You represent that You are not located in, or a national or resident of, any country subject to applicable trade sanctions, and that You will not use the Service in violation of any export restriction or embargo.

25.8 SMS maintains reasonable insurance coverage appropriate to its business, including commercial general liability and errors and omissions coverage. SMS will provide evidence of such coverage upon reasonable written request.

25.9 This Agreement is governed by and construed in accordance with the laws of the Province of Quebec. The parties agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation. If the dispute cannot be resolved within thirty (30) days of written notice, either party may pursue resolution through the courts of the Province of Quebec, judicial district of Montreal, which will have exclusive jurisdiction over such disputes.