RiskGATOR® Suite Software-as-a-Service (SaaS) by AWEsome Numbers Inc.

Effective Date: January 1, 2026

Preamble

This Software-as-a-Service Subscription Agreement (“Agreement”) is entered into between AWEsome Numbers Inc. (“AWEsome Numbers,” “we,” “our,” or “us”) and the customer identified in the applicable Order Form (“Customer”). This Agreement governs Customer’s subscription to and use of the RiskGATOR® Suite, hosted services, documentation, and related materials (collectively, the “Service”). By executing an Order Form or accessing the Service, Customer agrees to be bound by this Agreement.

1. Definitions

  • An entity that controls, is controlled by, or is under common control with a party.
  • AI Output. Recommendations, reports, summaries, analyses, risk assessments, or other outputs generated in whole or in part using artificial intelligence, machine learning, statistical modelling, or automated reasoning features of the Service.
  • Authorized User. An employee, contractor, or other individual authorized by Customer to access the Service under Customer’s subscription.
  • Customer Data. All information, data, files, configurations, and content submitted to or generated within the Service by or on behalf of Customer.
  • User guides, online help, technical manuals, and related documentation provided by AWEsome Numbers.
  • Intellectual Property Rights. All copyrights, patents, trademarks, trade secrets, moral rights, and other proprietary rights.
  • Order Form. The commercial proposal, quotation, subscription order, or other ordering document accepted by both parties that references this Agreement.
  • The hosted RiskGATOR® Suite and related SaaS services provided by AWEsome Numbers.
  • Subscription Term. The period during which Customer is authorized to access and use the Service.

2. Subscription, Access Rights & Authorized Users

Subject to this Agreement and payment of all applicable fees, AWEsome Numbers grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for Customer’s internal business purposes.

Customer may permit only Authorized Users to access the Service. Customer is responsible for all activity occurring under its accounts and for ensuring that Authorized Users comply with this Agreement.

Customer shall maintain the confidentiality of all login credentials and promptly notify AWEsome Numbers of any suspected unauthorized access or security incident.

Except as expressly permitted in writing, Customer shall not assign, resell, sublicense, or otherwise make the Service available to third parties.

3. Customer Responsibilities & Acceptable Use

Customer is responsible for:

  • ensuring that Customer Data is accurate, lawful, and appropriate for submission to the Service;
  • ensuring that no personally identifiable information (PII), protected health information (PHI), or other regulated personal data is uploaded to the Service;
  • maintaining appropriate internal governance and professional oversight for decisions informed by the Service;
  • complying with all applicable laws, regulations, accreditation standards, and contractual obligations.

Customer shall not:

  • reverse engineer, decompile, disassemble, or attempt to discover the Service’s source code or algorithms;
  • modify, copy, or create derivative works of the Service except as expressly permitted;
  • use the Service to build or support a competing product or service;
  • introduce malware or interfere with the security, integrity, or availability of the Service;
  • attempt unauthorized access to systems, networks, or accounts;
  • use automated scraping or benchmarking for publication without prior written consent;
  • use the Service or its outputs to train competing artificial intelligence or machine-learning models.

4. AI-Assisted Features

The Service may include features that utilize artificial intelligence (AI), machine learning, statistical modelling, or automated reasoning to generate AI Output.

AI Output is intended solely as a decision-support aid to assist qualified laboratory professionals in evaluating laboratory quality management information.

AI Output may be incomplete, inaccurate, outdated, or unsuitable for a particular laboratory, instrument, workflow, or regulatory environment. AWEsome Numbers does not warrant that AI Output will be complete, accurate, or error-free.

Customer remains solely responsible for reviewing, validating, and determining the suitability of all AI Output before relying upon it for operational, quality, regulatory, accreditation, or other business decisions.

The Service is not intended to replace professional judgment, laboratory director oversight, or compliance with applicable standards such as ISO 15189, CLIA, CAP, or other regulatory

5. Customer Data, Privacy & Security requirements.

5.1 Ownership of Customer Data

Customer retains all right, title, and interest in and to Customer Data. Nothing in this Agreement transfers ownership of Customer Data to AWEsome Numbers Inc.

5.2 Limited License

Customer grants AWEsome Numbers Inc. a limited, non-exclusive license to host, process, transmit, store, display, back up, and otherwise use Customer Data solely as necessary to provide, secure, maintain, support, and improve the Service, and to comply with applicable law.

5.3 Anonymized Data

The Service is designed to receive and process only anonymized laboratory quality management, operational, and quality control data. Customer is solely responsible for ensuring that no personally identifiable information (PII), protected health information (PHI), or other regulated personal data is submitted to the Service. AWEsome Numbers Inc. does not require or intentionally process patient-identifiable information in providing the Service.

5.4 Privacy

Each party shall comply with applicable privacy and data protection laws to the extent they apply to its activities under this Agreement. If Customer elects to submit personal information contrary to this Agreement, Customer assumes responsibility for doing so unless otherwise agreed in writing.

5.5 Security

AWEsome Numbers Inc. will implement commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data from unauthorized access, disclosure, alteration, or destruction. Such safeguards may include encryption in transit where appropriate, logical access controls, authentication measures, backups, monitoring, and incident response procedures.

5.6 Data Export and Deletion

Upon termination or expiration of the Subscription Term, Customer may export its Customer Data during a commercially reasonable retrieval period specified by AWEsome Numbers Inc. Following that period, AWEsome Numbers Inc. may securely delete Customer Data unless retention is required by law.

6. Support, Service Levels & Updates

6.1 Support

AWEsome Numbers Inc. shall provide technical support in accordance with the applicable subscription plan or support policy.

6.2 Availability

AWEsome Numbers Inc. will use commercially reasonable efforts to maintain a Monthly Uptime Percentage target of 99.5%, excluding scheduled maintenance, emergency maintenance, force majeure events, Internet failures outside its control, and Customer-caused interruptions.

6.3 Maintenance and Updates

AWEsome Numbers Inc. may deploy patches, updates, bug fixes, security improvements, and feature enhancements from time to time. Planned maintenance will be scheduled to minimize disruption where reasonably practicable.

6.4 Changes to the Service

AWEsome Numbers Inc. may modify or improve the Service provided that such changes do not materially diminish the core functionality purchased by Customer during the applicable Subscription Term.

7. Fees, Renewals & Payment

7.1 Fees

Customer shall pay all subscription fees specified in the applicable Order Form. Unless expressly stated otherwise, fees are non-refundable.

7.2 Invoicing

Invoices are due within the payment terms identified in the applicable Order Form. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

7.3 Taxes

Fees are exclusive of applicable taxes. Customer is responsible for all applicable taxes other than taxes based on AWEsome Numbers Inc.’s net income.

7.4 Renewals

Unless otherwise specified in the applicable Order Form, subscriptions renew for successive renewal terms upon mutual agreement or as otherwise described in the Order Form.

7.5 Suspension for Non-Payment

AWEsome Numbers Inc. may suspend access to the Service following reasonable notice if undisputed fees remain unpaid beyond the applicable cure period.

8. Intellectual Property & Feedback

8.1 Ownership

AWEsome Numbers Inc. retains all right, title, and interest in and to the Service, including all software, algorithms, documentation, user interfaces, trademarks, trade secrets, and other Intellectual Property Rights. No ownership rights are transferred to Customer.

8.2 Restrictions

Except as expressly authorized, Customer shall not copy, distribute, modify, create derivative works from, reverse engineer, or otherwise exploit the Service or its underlying technology.

8.3 Feedback

Customer may voluntarily provide suggestions or feedback. Customer grants AWEsome Numbers Inc. a perpetual, irrevocable, worldwide, royalty-free right to use such feedback without restriction or compensation.

9. Confidentiality

9.1 Confidential Information

‘Confidential Information’ means non-public business, financial, technical, commercial, or proprietary information disclosed by either party.

9.2 Obligations

Each party shall use the other party’s Confidential Information solely for purposes of this Agreement and shall protect it using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

9.3 Exclusions

Confidential Information does not include information that is or becomes publicly available without breach, was already lawfully known, is independently developed without use of the Confidential Information, or is lawfully obtained from a third party.

9.4 Required Disclosure

A party may disclose Confidential Information where required by law or court order, provided it gives prior notice where legally permitted and cooperates with reasonable efforts to limit disclosure.

9.5 Survival

The confidentiality obligations survive termination of this Agreement for five (5) years, except with respect to trade secrets, which remain protected for so long as they qualify as trade secrets under applicable law.

10. Warranties & Disclaimers

10.1 Mutual Authority

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement.

10.2 Limited Service Warranty

AWEsome Numbers Inc. warrants that the Service will substantially perform in accordance with the applicable Documentation when used as authorized under this Agreement.

10.3 Customer Warranty

Customer represents that it has all necessary rights and permissions to submit Customer Data to the Service and that such submission does not violate applicable law or third-party rights.

10.4 AI Disclaimer

Customer acknowledges that AI-assisted features generate decision-support information only. AI Output may be incomplete, inaccurate, or unsuitable for Customer’s specific circumstances. Customer remains solely responsible for evaluating and validating all AI Output before relying upon it.

10.5 General Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE IS PROVIDED ‘AS IS’ AND ‘AS AVAILABLE.’ AWEsome Numbers Inc. DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET CUSTOMER’S PARTICULAR REQUIREMENTS.

11. Indemnification

11.1 By AWEsome Numbers Inc.

Subject to this Agreement, AWEsome Numbers Inc. shall defend and indemnify Customer against third-party claims alleging that the Service infringes a valid intellectual property right, provided Customer promptly notifies AWEsome Numbers Inc., permits control of the defense, and provides reasonable cooperation.

11.2 By Customer

Customer shall defend and indemnify AWEsome Numbers Inc. against third-party claims arising from Customer Data, Customer’s misuse of the Service, breach of this Agreement, or violation of applicable law.

11.3 Remedies

If the Service becomes the subject of an infringement claim, AWEsome Numbers Inc. may modify the Service, obtain continued rights to provide it, or terminate the affected Service and provide a prorated refund for any prepaid unused subscription fees.

12. Limitation of Liability

12.1 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.2 Exclusion of Certain Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR LOSS OF BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Exceptions

The foregoing limitations shall not apply to liability arising from fraud, willful misconduct, obligations under the confidentiality provisions, or infringement or misappropriation of intellectual property rights, to the extent such limitations are prohibited by applicable law.

13. Suspension, Termination & Data Return

13.1 Suspension

AWEsome Numbers Inc. may suspend access to the Service immediately if necessary to protect the security, integrity, or availability of the Service, to comply with law, or where Customer materially breaches this Agreement, including failure to pay undisputed fees after any applicable cure period.

13.2 Termination

Either party may terminate this Agreement for material breach if the breach remains uncured following thirty (30) days’ written notice, unless a different cure period is expressly stated herein.

13.3 Effect of Termination

Upon termination or expiration, Customer’s right to access the Service shall cease, except for any limited data retrieval period expressly provided by AWEsome Numbers Inc.

13.4 Data Return

For a period designated by AWEsome Numbers Inc. following termination, Customer may export Customer Data using available export functionality. Thereafter, AWEsome Numbers Inc. may permanently delete Customer Data, except where retention is required by law.

13.5 Surviving Provisions

Any provisions which by their nature should survive termination, including those relating to payment obligations, confidentiality, intellectual property, indemnification, limitations of liability, and governing law, shall survive.

14. General Provisions

14.1 Governing Law

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

14.2 Notices

Formal notices under this Agreement shall be in writing and delivered by recognized courier, registered mail, or electronic mail to the addresses identified in the applicable Order Form.

14.3 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.

14.4 Force Majeure

Neither party shall be liable for delays or failures resulting from events beyond its reasonable control, including natural disasters, acts of government, labour disputes, telecommunications failures, or widespread Internet outages.

14.5 Severability

If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

14.6 Waiver

No failure or delay in exercising any right under this Agreement constitutes a waiver of that right.

14.7 Entire Agreement

This Agreement, together with each applicable Order Form and incorporated policies, constitutes the entire agreement between the parties regarding the Service and supersedes prior understandings.

14.8 Amendments

AWEsome Numbers Inc. may update this Agreement from time to time. Material changes will apply prospectively and will be communicated through reasonable means, including publication on the company’s website or direct notice where appropriate.

14.9 Electronic Acceptance

Electronic signatures, click-through acceptance, and electronically transmitted agreements shall have the same legal force and effect as original handwritten signatures, to the extent permitted by applicable law.

15. Acceptance of Terms

These Terms of Service (“Terms”) govern access to and use of  RiskGATOR® Suite, a laboratory quality control software-as-a-service platform provided by AWEsome Numbers (“Company”, “we”, “us”).

By accessing or using RiskGATOR® Suite, you (“Customer”, “User”) agree to be bound by these Terms.

15.1 Description of the Service

 RiskGATOR® Suite is designed to support:

      • Laboratory quality control configuration
      • Instrument and assay performance monitoring
      • Risk-based analytical evaluation

 RiskGATOR® Suite is not a clinical diagnostic system and does not replace professional judgment.

15.2 No PHI / Data Restrictions

 RiskGATOR® Suite is not designed to collect, store, or process patient-identifiable information or Protected Health Information (PHI).

Customer agrees that:

        • No patient identifiers will be uploaded
        • No PHI will be transmitted or stored
        • Customer is responsible for data entered into the Service

Awesome Numbers is not a HIPAA Covered Entity or Business Associate.

15.3 User Accounts & Security

        • Access is restricted to authorized users
        • Users must safeguard credentials
        • All actions are logged and auditable
        • Customers are responsible for user management

15.4 Acceptable Use

Users must comply with the Acceptable Use Policy, incorporated by reference.
Unauthorized use, security bypass attempts, or prohibited data uploads may result in suspension or termination.

15.5 Data Ownership

        • Customer retains ownership of its data
        • Company retains ownership of the software, algorithms, and intellectual property
        • Aggregated, anonymized usage metrics may be used to improve the Service

15.6 Security & Safeguards

Awesome Numbers implements reasonable administrative, technical, and physical safeguards including:

        • Encryption in transit and at rest
        • Role-based access control
        • Audit logging (1-year retention)
        • Secure backups (1-year retention)

15.7 Availability & Support

        • The Service is provided on a commercially reasonable availability basis
        • Scheduled maintenance may occur
        • Support terms are governed by customer agreements

15.8 Limitation of Liability

To the maximum extent permitted by law:

        • The Service is provided “as is”
        • Company shall not be liable for indirect, incidental, or consequential damages

15.9 Termination

Company may suspend or terminate access for:

        • Terms violations
        • Security risks
        • Legal requirements

15.10 Governing Law

These Terms are governed by the laws of Canada, without regard to conflict-of-laws principles.

15.11 Contact

Privacy & Security Officer:
Kerry Allan, COO
privacy@awesome-numbers.com