Terms and Conditions

1Scope of Services

1.1. All services provided by Linea will be outlined in a written Statement of Work ("SOW").

1.2. Scope is expressly limited to the creation, configuration, and refinement of:

• "Prompt Instructions" – Process-level instructions that define automation procedures; and
• "Custom Tools" – modular actions or utilities built in code within Linea Agent Management™ (LAM),

both as defined and displayed within the LAM user interface.

1.3. No development or customization will extend beyond the LAM architecture or alter the underlying platform itself.

1.4. Any requests falling outside the SOW or this defined scope will require a new or amended agreement.

2Fees, Invoicing, and Payment

2.1. Fees will be charged as specified in the applicable SOW. All prices are in Canadian dollars unless otherwise noted.

2.2. Invoices will be issued according to the billing schedule in the SOW. Unless otherwise agreed, payment is due within fifteen (15) calendar days of the invoice date.

2.3. Overdue invoices may accrue interest at a rate of 1.5% per month (18% annually), or the maximum amount permitted by law.

2.4. All fees are exclusive of applicable taxes, which shall be added to invoices and paid by Client.

3Intellectual Property Rights

3.1. Upon full and final payment, Client shall own all intellectual property rights in the custom "Prompt Instructions" and "Custom Tools" and deliverables specifically developed under the SOW, unless otherwise agreed in writing.

3.2. Linea retains ownership of and unrestricted rights to use its pre-existing materials, methodologies, frameworks, templates, tools, and general expertise developed during the engagement.

3.3. Unless otherwise agreed, Client grants Linea a non-exclusive license to reference anonymized project components for marketing or portfolio purposes.

4Client Obligations

4.1. Client agrees to provide timely access to personnel, systems, infrastructure, documentation, and any other resources necessary for Linea to perform the Services.

4.2. Client is responsible for the accuracy, completeness, and legality of any data or materials provided.

4.3. Delays caused by Client may result in changes to timelines or additional charges.

5Warranties and Disclaimers

5.1. Linea warrants that it will perform Services using commercially reasonable skill and care, in accordance with industry standards.

5.2. Except as expressly set forth herein, all services are provided “as-is” and Linea disclaims all other warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose, or non-infringement.

6Limitation of Liability

6.1. To the maximum extent permitted by law, Linea’s aggregate liability under this Agreement shall not exceed the fees paid by Client in the three (3) months preceding the claim.

6.2. In no event shall Linea be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, business interruption, or data loss, even if advised of the possibility of such damages.

7Termination

7.1. Either party may terminate an SOW with fourteen (14) days’ written notice.

7.2. Client shall pay for all Services rendered up to the effective date of termination.

7.3. Termination of an SOW does not terminate this Agreement unless expressly stated.

8Platform Access and License

8.1. Subject to payment of applicable fees, Linea grants the Client a limited, non-exclusive, non-transferable, revocable license to access and use Linea Agent Management™ (LAM), our proprietary hosted automation platform, for internal business purposes.

8.2. LAM enables Clients to deploy, manage, and edit AI automation flows, Instructions, and Tools.

8.3. Access is limited to the number of users, automations, and resources outlined in your selected plan.

8.4. Platform usage is subject to a token-based execution model. Clients may run automations using tokens provided under their subscription, up to the monthly or annual token limit associated with their plan. Additional tokens may be purchased separately.

9Subscription Fees and Payment

9.1. Platform access is billed on a recurring monthly or annual basis, as selected during sign-up.

9.2. Subscription fees are non-refundable, except as required by law or explicitly stated in writing.

9.3. Failure to pay on time may result in account suspension or termination without notice.

10Use Restrictions

10.1. Client agrees not to:

• Reverse engineer, decompile, or otherwise attempt to discover the source code of the Platform
• Resell or sublicense Platform access to third parties
• Use the Platform for unlawful or harmful activities

10.2. Linea reserves the right to suspend or restrict access in the event of suspected abuse or violation of these Terms.

11Data Ownership and Privacy

11.1. Client retains all rights to data input into or generated by the Platform (“Client Data”).

11.2. Linea may access Client Data only to provide support, maintain systems, improve the Platform, or as legally required.

11.3. Data is stored in accordance with our Privacy Policy, which forms part of this Agreement.

12Uptime, Support, and Maintenance

12.1. Linea will use commercially reasonable efforts to maintain 99.5% uptime, excluding scheduled maintenance.

12.2. Support is available via email during standard business hours (Eastern Time), unless otherwise agreed in writing.

12.3. Updates, patches, and feature changes may be applied at Linea’s discretion.

13Term and Termination

13.1. Platform subscriptions renew automatically unless cancelled by either party with thirty (30) days’ prior written notice.

13.2. Upon termination, Client access will cease, and Client Data will be deleted after sixty (60) days unless otherwise requested.

13.3. Termination does not relieve Client of payment obligations incurred before the termination date.

14Confidentiality

Both parties agree to maintain the confidentiality of non-public information received in connection with this Agreement and to use such information only for purposes of fulfilling obligations under this Agreement.

15Force Majeure

Linea shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, labor disputes, internet failures, or governmental actions.

16Independent Contractor

Nothing in this Agreement shall be deemed to create a joint venture, partnership, or employer-employee relationship between the parties.

17Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada. Any disputes shall be resolved in the courts located in Toronto, Ontario.

18Entire Agreement

This Agreement, together with all applicable SOWs and referenced documents, constitutes the entire agreement between the parties and supersedes all prior agreements, written or oral.

19Amendments

Linea reserves the right to update these Terms and Conditions from time to time. Material changes will be communicated to Clients in advance.