XGC CORP

1. Definitions

Affiliate means an entity that controls, is controlled by, or is under common control with a party.

Customer means the government, ministry, agency, Crown corporation, municipality, state-owned enterprise or other public-sector body entering into an Ordering Document with XGC.

Customer Data means all information submitted to or collected by the Service from or on behalf of Customer (including registry records, project data, user data, and logs), excluding XGC Materials.

Documentation means user guides, APIs, security and technical documents made available by XGC.

Order Form means an ordering document (or valid public-sector procurement instrument) specifying the Service, Subscription Term, fees, and applicable addenda.

Personal Information means information about an identifiable individual as defined under applicable law.

Service means the XGCERP National Carbon Registry solutions and any related hosted services provided by XGC.

Subprocessor means a third party engaged by XGC to process Customer Data to provide the Service.

XGC Materials means XGC software, platforms, templates, models, schemas, UI/UX, and know-how, including improvements and updates, excluding Customer Data.

2. Scope of Service; Access Rights

1. Subscription. During the Subscription Term, XGC grants Customer a limited, non-exclusive, non-transferable right to access and use the Service and Documentation for Customer’s internal governmental purposes in accordance with these Terms and the Ordering Document.
2. Users. Access is limited to Customer’s employees, contractors under confidentiality obligations, and authorized partners approved by Customer. Customer is responsible for Users’ compliance.
3. Government Workloads. The Service is hosted in cloud regions designated by XGC or the Ordering Document. Data residency, encryption and segregation controls are described in the Security & Privacy Documentation and any Data Processing Addendum (DPA).
4. Beta/Preview Features. Pre-release features marked “Beta” or “Preview” are provided as-is, may change or be withdrawn, and are excluded from SLA and support unless stated otherwise.

3. Acceptable Use; Customer Responsibilities

1. Acceptable Use. Customer will not: (a) violate law; (b) interfere with Service integrity or security; (c) reverse engineer or create derivative works from XGC Materials (except where allowed by law); (d) circumvent quotas, access controls, or fees; (e) upload malicious code; (f) use the Service for unsolicited communications, unlawful surveillance, or unlawful content; or (g) resell or provide the Service as a service bureau. XGC may suspend access to address serious security or misuse risks, with notice where practicable.
2. Customer Systems & Cooperation. Customer is responsible for connectivity, compatible devices/browsers, identity management (unless contracted to XGC), and timely cooperation for integrations and acceptance testing.
3. Records & FOI. Customer is solely responsible for public-records, archives, and freedom-of-information obligations. XGC provides export tools and logs per Documentation.

4. Security, Privacy & Data Protection

1. Security Program. XGC maintains an information security program aligned to recognized standards (e.g., ISO 27001/2, SOC 2), including access controls, encryption in transit and at rest (where applicable), vulnerability management, logging/monitoring, and incident response.
2. Data Processing. Where XGC processes Personal Information on Customer’s behalf, the parties will execute a DPA. XGC will process Personal Information only to provide the Service, follow Customer’s lawful instructions, and meet legal obligations. Customer is the controller/responsible party.
3. Subprocessors. XGC may engage Subprocessors under written agreements imposing data protection and confidentiality obligations. XGC will maintain a Subprocessor list and provide notice of material changes and a mechanism to object on reasonable grounds.
4. Incident Response. XGC will notify Customer without undue delay of a confirmed Personal Information breach affecting the Service and will cooperate with Customer’s reasonable requests, subject to law.
5. Data Location & Sovereignty. Where specified in the Ordering Document, XGC will store Customer Data at rest in that region, subject to redundancies and permitted cross-border transfers with appropriate safeguards.

5. Service Levels, Maintenance & Support

1. Availability. XGC targets 99.9% monthly uptime for production, excluding Excused Downtime (planned maintenance, emergency fixes, force majeure, Customer/third-party outages, Beta/Preview features).
2. Service Credits. If uptime falls below target, Customer may request service credits as the sole and exclusive SLA remedy. Credits apply to future invoices and are not refundable.
3. Maintenance Windows. XGC will communicate scheduled maintenance and change notices via the admin console or email. Urgent patches may be deployed without prior notice where needed for security or stability.
4. Support. Unless otherwise agreed, XGC provides business-hours support with severity-based response targets, knowledge base access, and ticketing. Enhanced support is available for purchase.

6. Professional Services

Configuration, migration, training, or integration work is provided as Professional Services under an SOW. Deliverables created specifically for Customer and paid for in full are licensed for internal use with the Service unless otherwise stated.

7. Fees, Invoicing & Taxes

1. Fees. Fees are as stated in the Ordering Document (subscription, usage, support, Professional Services). Overages or new modules are billed per the then-current rate card or written agreement.
2. Invoicing & Payment. Unless specified, invoices are due within thirty (30) days. Late amounts may accrue 1% monthly interest (or the legal maximum). XGC may suspend Service for material non-payment after notice and cure.
3. Taxes. Fees exclude taxes. Customer is responsible for applicable sales, VAT/GST/HST, withholding, or similar taxes (excluding XGC income taxes). Valid exemption certificates must be provided where applicable.

8. Confidentiality

Each party will protect the other’s Confidential Information using at least the same degree of care it uses for its own (but no less than reasonable care). Confidential Information excludes information that is public without breach, independently developed, or rightfully obtained without confidentiality obligations. Disclosures required by law are permitted with prompt notice (unless legally prohibited).

9. Intellectual Property; Feedback

1. Ownership. Customer retains all rights in Customer Data. XGC retains all rights in the Service and XGC Materials.
2. License to Host Customer Data. Customer grants XGC a limited license to use, host, copy, transmit, and display Customer Data to provide the Service and as otherwise permitted herein.
3. Usage Data. XGC may generate and use aggregated/anonymized data for benchmarking, analytics, and improvement, provided it does not identify Customer or individuals.
4. Feedback. Feedback is voluntary and may be used by XGC without restriction.

10. Third-Party Services & Open-Source

1. Third-Party Services. Integrations or data feeds from third parties are governed by those providers’ terms. XGC is not responsible for third-party services unless expressly stated.
2. Open-Source. The Service may include open-source components subject to their licenses, which will not materially diminish Customer’s rights hereunder.

11. Warranties & Disclaimers

1. Service Warranty. The Service will perform materially in accordance with the Documentation and Ordering Document during the Subscription Term.
2. Malware Warranty. XGC uses commercially reasonable efforts to ensure the Service and deliverables are free from known viruses and do not include code designed to materially degrade or disable systems.
3. Disclaimer. Except as expressly stated, the Service and related materials are provided “as is” and “as available,” without warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted/error-free operation, to the maximum extent permitted by law.

12. Indemnification

1. By XGC (IP). XGC will defend Customer against third-party claims alleging that the Service infringes a patent, copyright, or trade secret, and will pay damages and costs finally awarded, provided Customer promptly notifies XGC and cooperates. XGC may (a) procure rights; (b) modify/replace the Service; or (c) terminate the affected Service with a refund of prepaid, unused fees. This does not apply to claims arising from Customer Data, combinations not provided by XGC, or use contrary to Documentation.
2. By Customer. Customer will defend XGC against third-party claims arising from Customer Data, Customer’s unlawful use or breach of these Terms, or combinations/integrations not provided by XGC, and will pay damages and costs finally awarded.

13. Limitation of Liability

1. Cap. Except for Excluded Claims, each party’s aggregate liability arising out of or related to these Terms shall not exceed the amounts paid or payable by Customer to XGC for the Service giving rise to the claim in the twelve (12) months preceding the event.
2. Excluded Claims. The cap does not apply to: (a) IP indemnity (Section 12.1); (b) breach of confidentiality or data protection obligations resulting in a proven Personal Information breach; (c) Customer’s payment obligations; or (d) liability that cannot be excluded under applicable law.
3. Indirect Damages. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenues, or data, even if advised of the possibility, to the extent permitted by law.

14. Term; Suspension; Termination

1. Term. These Terms commence on the Effective Date of the first Ordering Document and continue for the Subscription Term(s).
2. Suspension. XGC may suspend access to address material security risks, legal obligations, or material breaches by Customer, and will restore service promptly once resolved.
3. Termination for Cause. Either party may terminate an affected Ordering Document for material breach not cured within thirty (30) days after written notice. Upon termination, Customer will cease use; XGC will terminate access; and the parties will complete the data return/deletion process in Section 15.

15. Data Return & Deletion; Transition Assistance

1. Export. During the Subscription Term and for thirty (30) days thereafter, Customer may export Customer Data using available tools or request a secure export. After this period, XGC will delete Customer Data from active systems and backups per retention schedules, unless law requires retention.
2. Transition Assistance. Upon request and subject to fees, XGC may provide reasonable transition services (e.g., data mapping, archival exports).

16. Public-Sector Provisions

1. Procurement Instruments. If purchased under a master standing offer, framework, or similar instrument, these Terms supplement that instrument. In case of direct conflict, the instrument’s mandatory terms prevail solely to the extent required by law.
2. Sovereign Immunity & Dispute Resolution Limits. Nothing herein waives Customer’s sovereign/Crown immunities or statutory dispute resolution requirements.
3. Freedom of Information. XGC will reasonably assist Customer in responding to lawful access requests directed to Customer; Customer remains responsible for FOI determinations.
4. Anti-Corruption & Lobbying. Each party will comply with applicable anti-corruption, anti-bribery, and lobbying laws and policies.
5. Accessibility. Where applicable, XGC will align user interfaces and support materials with recognized accessibility guidelines (e.g., WCAG 2.1 AA) for Customer’s external-facing portals, unless exempted.

17. Compliance; Export; Sanctions

Each party will comply with applicable laws, including privacy, anti-spam, export controls, and sanctions. Customer represents it is not a sanctioned party and will not use the Service in prohibited jurisdictions. XGC may restrict access to comply with legal obligations.

18. Audits & Verification

XGC may monitor usage to verify compliance with license metrics. Any formal audit will be on reasonable notice, limited to usage metrics, conducted no more than once per twelve (12) months, and subject to confidentiality and security requirements.

19. Changes to the Service and Terms

XGC may update the Service and these Terms to reflect improvements, security, legal or regulatory changes. Material adverse changes will be communicated in advance. Continued use after the effective date constitutes acceptance. If Customer reasonably objects to a material adverse change and the parties cannot agree on alternatives, Customer may terminate the affected Service and receive a pro-rated refund of prepaid, unused fees.

20. Notices

Legal notices must be in writing and delivered by email and courier to the addresses in the Ordering Document (or as updated in writing). Notices to XGC: Legal Department, XGC CORP., 372 Bay Street, Suite 1800, Toronto, ON M5H 2W9, Canada with a copy to legal@xgccorp.com.

21. General

1. Assignment. Neither party may assign without consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee is not a direct competitor and assumes all obligations.
2. Independent Contractors. The parties are independent contractors; no agency, partnership, or joint venture is created.
3. Force Majeure. Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., natural disasters, war, labor disputes, internet failures), excluding payment obligations.
4. Severability; Waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary to be enforceable. Failure to enforce is not a waiver.
5. Entire Agreement; Order of Precedence. These Terms, the Ordering Document(s), the DPA, and referenced policies constitute the entire agreement. In case of conflict: (1) Ordering Document (including government-mandated terms), (2) DPA, (3) these Terms, (4) Documentation.
6. Language. The parties have expressly requested that these Terms be drawn up in English. Les parties ont expressément exigé que ces modalités et tous les documents qui s’y rattachent soient rédigés en anglais.

22. Governing Law; Venue (Ontario, Canada)

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of laws principles. Subject to Section 16.2, the parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, and waive any objection based on inconvenient forum. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

23. Contact

Attachments (by reference)

• Data Processing Addendum (DPA)
• Security & Privacy Documentation
• Support Policy
• Service Level Objective (SLO) & Credits
• Subprocessor List
• Professional Services SOW Template

These documents may be updated periodically. The current versions are made available by XGC via the admin console or website.