Verging Memory CI Terms of Service

Version: 2026-08-23

1. Agreement and acceptance

1.1 These Terms of Service (the "Terms") are an agreement between MatGen Creations Inc., a Canadian federal corporation, doing business as Verging Labs ("Verging Labs", the "Lab", "we"), and the business, legal entity, or sole proprietor accepting them ("Customer", "you"). They govern Verging Memory CI (the "Service").

1.2 Business use only. The Service is offered only for trade, business, professional, or commercial purposes. It is not offered for personal, family, or household use. Customer represents and warrants that it is acquiring and using the Service solely for business purposes and not as a consumer.

1.3 Clickwrap acceptance and authority. By selecting the checkbox or button that states that Customer accepts these Terms, Customer agrees to them. The individual accepting represents and warrants that the individual has reached the age of majority, has legal capacity, and, if acting for an entity, has authority to bind that entity. Customer may not access or use the Service without accepting these Terms.

1.4 Customer is responsible for its authorized users and for all activity under its account, integration, API key, and credentials. An authorized user's act or omission in connection with the Service is deemed Customer's act or omission.

1.5 An order form, checkout page, pricing page, or written plan accepted by the Lab is an "Order". These Terms control if an Order conflicts with them unless the Order identifies the specific provision being replaced and expressly states that the parties intend to override it. An override is effective only if the Order is accepted by an authorized representative of the Lab. Customer purchase orders, online procurement terms, and vendor forms have no legal effect.

2. Definitions

"Activation" means the Lab's initial setup and live testing needed to establish an Environment for later Releases.

"Agent Setup" means a testing configuration identified by the Lab, including its agent harness, model, and the way Customer's product presents itself to the agent.

"Billing Period" means the recurring subscription period shown in the applicable Order or checkout flow.

"Customer Content" means test-deployment credentials, source or executable code, non-public documentation, configuration, prompts, content, and other material Customer supplies or makes accessible to the Service. Customer Content does not include Service Data.

"Deliverables" means reports and Evidence Files.

"Environment" means the metered usage unit assigned to testing one Test Suite in one Agent Setup, after applying the weights in Schedule A. "Environment" is only a billing unit in these Terms; an Agent Setup is the testing configuration.

"Evidence Files" means supporting material the Lab elects to deliver with a report, including deterministically redacted trace material.

"Final Report" means the report after the Lab's corrections process. If no items require correction, the first report delivered is the Final Report and no Preliminary Report is issued.

"Order" has the meaning in Section 1.5.

"Payment Method" means a payment method Customer authorizes the Lab's payment processor to save and charge under Section 5.

"Preliminary Report" means a report delivered while identified items still await the Lab's corrections process.

"Private CI Results" means test observations, verdicts, reports, Evidence Files, traces, and other results produced through the Service that identify Customer or an individual, disclose Customer Content, or can reasonably be linked to Customer, an individual, Customer's product, or a specific Release. Private CI Results do not include Service Data.

"Provider" means a third-party supplier the Lab uses to provide the Service, including model providers and cloud, hosting, and other infrastructure or tooling suppliers.

"Published Benchmarks" means the Lab's public benchmarks, rankings, scores, and related research, which are separate from the Service and are not governed by these Terms except as Section 6 expressly says.

"Release" means one version of Customer's product submitted through the Service, tested across the selected Environments, and reported in one regression report.

"Service Data" means telemetry, usage records, operational measurements, statistical features, failure patterns, corrections, and other data derived from operation of the Service only after the Lab has aggregated, anonymized, or otherwise processed it so that, considering all circumstances and information reasonably available, there is no serious possibility that it could identify or be linked to Customer, an individual, Customer's product, a specific Release, Customer Content, or Customer-specific Private CI Results, or reveal Customer's non-public technical or business information. Service Data does not include raw or customer-linkable records. The Lab will not attempt to re-identify Service Data.

"Test" means one question or evaluation within a Test Suite.

"Test Suite" means a group of tests maintained by the Lab that puts Customer's product through a situation it may meet in production.

3. The Service

3.1 The Lab tests each submitted Release in the selected Environments and delivers one regression report showing the results for those Environments, including a Release verdict. The Service assists Customer's own evaluation. Customer remains solely responsible for deciding whether and how to release, deploy, change, or rely on its product.

3.2 The Service is not a certification, audit, endorsement, warranty, insurance product, Published Benchmark result, or guarantee that Customer's product is ready, safe, compliant, accurate, or free of defects.

3.3 Customer submits Releases through the Lab's supported integration. The Lab may accept other methods in its discretion. The Lab may reject, hold, limit, stop, or reschedule a request that is incomplete, unsupported, unsafe, unusually burdensome, unpaid, or inconsistent with these Terms or the documentation.

3.4 The Lab selects, composes, allocates, rotates, changes, and retires Agent Setups, Test Suites, Tests, weights, methods, models, providers, and tooling in its discretion, subject to Section 5.6 for billing changes. Customer selects only the choices the Service exposes. Individual Tests, expected answers, grading methods, and internal mechanisms are never customer-selectable and need not be disclosed.

3.5 Deliverables do not include the test bank, expected answers, reproduction tooling, or instructions for self-running the Lab's Tests. Verification of a change requires a new Release through the Service.

3.6 The Lab may modify or discontinue any part of the Service. A purchase is not contingent on future functionality, a roadmap, continued availability of any model or provider, or any particular internal implementation.

3.7 The Service may use third-party infrastructure and probabilistic AI systems. Customer authorizes the Lab to transmit Customer Content and Private CI Results to affiliates, contractors, and service providers as reasonably needed for the purposes permitted by Sections 8 and 9. Those recipients may process data in Canada or other countries and will be subject to contractual or other legally appropriate protections. Third-party systems may be unavailable, delayed, inaccurate, incomplete, or produce unexpected results.

4. Delivery and corrections

4.1 The Lab uses commercially reasonable efforts to deliver a report after a Release completes. Completion time depends on the selected Environments, Customer's systems, third-party systems, capacity, and review requirements. No completion or delivery time is guaranteed.

4.2 If a completed Release contains items awaiting correction, the Lab may deliver a Preliminary Report before delivering a Final Report. If no items await correction, the Lab may deliver the Final Report immediately without a separate Preliminary Report. No correction or delivery time is guaranteed.

4.3 Customer must dispute a specific reported result within seven days after delivery and provide information reasonably requested for review. The Lab will review a timely dispute in good faith. After seven days, review or correction is in the Lab's discretion. To the fullest extent permitted by law, the Lab's correction or re-performance of the affected Test is Customer's sole and exclusive remedy for an inaccurate, incomplete, non-repeatable, or disputed result.

4.4 Usage remains billable, and the Lab owes no correction or re-performance under Section 4.3, when failure, delay, or unusable results arise from Customer or Customer-controlled systems, including an unavailable, slow, or misconfigured endpoint; invalid, expired, revoked, or under-scoped credentials; a blank, malformed, incomplete, rate-limited, or error response; Customer changes during testing; failure to follow documentation; or Customer's product rejecting or failing to retain writes. The Lab may stop the remainder of a Release when continuing would waste resources or produce unreliable results.

4.5 Provider availability. If a Provider is unavailable during a Release, the Lab may identify the affected Environments in a Preliminary Report, rerun them, and include their completed results in the Final Report. Those Environments remain part of the Release's usage, and the rerun does not create additional usage or charges.

4.6 Subject to Section 14 and to the fullest extent permitted by law, the Lab has no liability for delay, failure, loss, or inaccurate results caused by Customer, a third party, a Provider, network conditions, force majeure, or any event outside the Lab's reasonable control.

5. Charges and payment

5.1 Subscription and renewal. The subscription starts, and the recurring plan price is charged, when Customer completes the subscription step during onboarding. The subscription automatically renews for successive Billing Periods until Customer cancels under Section 5.10. The Order or checkout flow will state the Billing Period, renewal date, recurring price, included usage, and applicable taxes or tax treatment. Unless an Order states otherwise, the base plan is USD $22 per Billing Period and includes 40 Environments. The wiring-check Release is unbilled.

5.2 Included Environments. Included Environments are limited, non-transferable rights to receive Service usage during the applicable Billing Period. They are consumed before overage, have no cash or redemption value, are not a deposit, stored-value balance, prepaid purchase card, or property of Customer, and expire at the end of that Billing Period without refund, credit, or rollover.

5.3 Usage calculation. For ordinary Release testing, Environment usage equals the Test Suite weight multiplied by the Release Agent Setup weight. For Activation, Environment usage equals the Test Suite weight multiplied by the applicable Activation Agent Setup weight, including any Test Suite-specific override. Onboarding does not require Activation. Linear over-budget usage is then added, and the Release total is rounded up to the next whole Environment. Schedule A states the current weights. The Order or a pricing page may add higher tiers, expansions, or customer-specific terms.

5.4 Overage. Environments beyond the included amount cost USD $0.715 each unless an Order states another rate, including Environments used for Activation. Activation consumes included Environments first. Overage accrues on Customer's account and is charged to the saved Payment Method when the accrued balance equals or exceeds USD $22, at renewal, and when cancellation or termination becomes effective. There is no customer-set monthly usage or spending cap unless an Order expressly provides one.

5.5 Recurring-charge and saved-payment authorization. Customer authorizes the Lab and its payment processor to save the Payment Method and charge it, including when Customer is not actively using the Service, for recurring subscription fees, applicable taxes, accrued overage charges, and other amounts payable under these Terms. If a payment fails or additional authentication is required and is not completed, the Lab may hold or suspend new Releases until payment clears.

5.6 Changes to prices and billing inputs. The Lab may change prices, included amounts, weights, usage budgets, charging thresholds, or billing mechanics on at least 30 days' notice. A change takes effect no earlier than Customer's next renewal after the notice and applies prospectively. It does not change the rate or weight for a Release already submitted. Continued subscription after the effective date constitutes acceptance, subject to Section 16.

5.7 Charge disputes; no setoff. Customer must dispute a charge in good faith within 30 days after the invoice or receipt is made available and must provide reasonable supporting detail. Undisputed amounts remain payable. Customer may not withhold or set off amounts it claims the Lab owes against amounts payable to the Lab. A chargeback does not extinguish the underlying payment obligation.

5.8 No refunds. Except for an express remedy in an Order or as required by law, amounts charged for the current or a completed Billing Period and all accrued usage are non-refundable and non-cancelable. Cancellation prevents future renewal charges but does not cancel amounts already incurred. A guarantee offered by an employee is binding only if stated in an Order or another writing accepted by an authorized representative of the Lab.

5.9 Taxes. Prices exclude applicable sales, use, value-added, withholding, and similar taxes and government charges. Customer is responsible for those amounts, other than taxes based on the Lab's net income. Customer must provide valid exemption documentation before a charge if it claims an exemption.

5.10 Cancellation. Customer may cancel through the account interface or another cancellation method the Lab makes reasonably available. Cancellation is effective at the end of the current Billing Period. Customer remains responsible for accrued overage, taxes, and other amounts payable, which may be charged when cancellation becomes effective. Except as required by law or stated in an Order, there is no prorated refund or credit for cancellation.

5.11 Failed or late payment. If payment fails, is reversed, or is late, the Lab may retry the Payment Method, use payment-processor account-updater services, immediately hold new Releases, suspend access, and exercise its other remedies. Customer is responsible for reasonable collection costs, including legal fees, to the extent permitted by law.

5.12 Billing records. The Lab will make an electronic invoice or receipt reasonably available after each charge. Customer must keep its billing, tax, contact, and Payment Method information current. The Lab may rely on records produced by its systems and payment processor absent manifest error.

6. Independence and Published Benchmarks

6.1 Payment buys private CI testing only. It does not buy or affect public standing, score, rank, inclusion, methodology, endorsement, or any statement by the Lab.

6.2 Private CI Results do not enter or affect Published Benchmarks. The Lab will not identify Customer or Customer's product in connection with Private CI Results used in a Published Benchmark unless Customer separately agrees in writing or participates under separate benchmark terms. Nothing in these Terms gives Customer control over the Lab's independent benchmark coverage, methods, findings, commentary, or publication.

6.3 The Lab may factually disclose that Customer uses or has purchased the Service. The Lab may independently test, name, evaluate, and publish about Customer or its products through Published Benchmarks without Customer's consent using public, independently obtained, or separately authorized materials, provided the Lab does not disclose Customer Content or present Customer's Private CI Results as public benchmark results.

6.4 Customer may not state or imply that the Service, payment, a Deliverable, or a relationship with the Lab is an endorsement, certification, award, public score, or public rank.

7. Customer responsibilities and restrictions

7.1 Customer is responsible for all activity under its account, integration, API key, credentials, and authorized users. Customer must protect credentials, apply least-privilege access, and promptly report suspected unauthorized use.

7.2 Customer will provide only scoped, revocable, non-production credentials and will keep the designated test deployments available and correctly configured. Customer represents and warrants that it has every right, consent, and authorization needed for the Lab and its affiliates, contractors, and service providers to access and process Customer Content as contemplated by these Terms.

7.3 Customer will not provide personal information, production end-user data, regulated data, government identifiers, payment-card data, health information, or other sensitive data through a Release, test deployment, Customer Content channel, or the Service. This restriction does not apply to ordinary business contact and billing information that the Lab requests through its account or checkout systems. Customer must promptly notify the Lab and remove or revoke access if prohibited data is submitted. The Lab may delete prohibited data and suspend or stop affected processing without liability.

7.4 Customer will not, directly or indirectly, and will not permit another person to:

(a) reverse engineer, decompile, disassemble, discover, extract, scrape, monitor, copy, infer, reconstruct, approximate, distill, or derive any non-public Test, expected answer, test bank, pool, sequence, allocation, Agent Setup composition, grading method, prompt, tooling, system, or method of the Lab;

(b) use the Service, Lab Confidential Information, Private CI Results, or Deliverables to build, train, calibrate, validate, or improve a competing or substantially similar testing, evaluation, benchmarking, grading, or index product;

(c) disclose, distribute, publish, resell, sublicense, transfer, or make the Service or any Deliverable available outside Customer, except to the recipients expressly permitted by Section 10.2;

(d) perform or assist security testing of the Service without the Lab's prior written consent;

(e) bypass or interfere with security, billing, metering, access, rate, or technical controls; impose an unreasonable load; submit malicious code; or use access not expressly granted;

(f) test for a third party, use the Service as a service bureau, or use the Service or Deliverables for any product other than Customer's own identified product without the Lab's prior written consent; or

(g) violate law, sanctions, export controls, or third-party rights.

7.5 A breach or threatened breach of Sections 6.4, 7.3, 7.4, 9, 10, or 11 may cause harm that money alone cannot remedy. The Lab may immediately suspend or terminate access; seek temporary, interlocutory, permanent, injunctive, specific-performance, or other equitable relief without waiving arbitration; recover actual, statutory, and other available damages, an accounting or disgorgement where available, and reasonable investigation, enforcement, collection, and legal costs to the extent permitted by law; and pursue any other remedy available at law or equity. These remedies are cumulative. Termination is not the Lab's exclusive remedy. To the extent permitted by law, Customer waives any requirement that the Lab prove special damages or post security as a condition of equitable relief.

8. Data, telemetry, retention, privacy, and security

8.1 Customer owns Customer Content. Customer grants the Lab and its affiliates, contractors, and service providers a worldwide, non-exclusive, royalty-free licence during the term and any permitted retention period to host, copy, transmit, process, modify, and otherwise use Customer Content as reasonably needed to provide, secure, support, troubleshoot, and improve the Service; produce and correct Deliverables; exercise the rights in Section 8.2; defend disputes; and enforce these Terms.

8.2 The Lab may collect telemetry and retain Release records, Private CI Results, reports, corrections, distilled evidence, and distilled traces. The Lab may use them internally to deliver and correct the Service; provide comparisons to Customer; investigate failures; secure and operate the Service; improve Tests, graders, analytics, and security; develop generalized patterns and synthetic examples that do not identify Customer or disclose Customer Content; defend disputes; and enforce these Terms. Subject to Section 8.5, the Lab may delete raw transcripts or any stored material at any time.

8.3 Customer authorizes the Lab to create Service Data in connection with providing and operating the Service. The Lab owns Service Data and may retain, analyze, combine, disclose, and otherwise use Service Data indefinitely in connection with the Lab's business, products, services, research, and Published Benchmarks. Those rights apply only after the definition of Service Data is satisfied. Customer-linkable data remains Customer Content, Private CI Results, or Customer Confidential Information, as applicable.

8.4 The Lab will not use Customer Content or Customer-identifying Private CI Results to train a general-purpose AI model. This does not restrict the Lab's use of corrections, statistical features, failure patterns, generalized or synthetic examples, or Service Data to develop, calibrate, evaluate, improve, operate, or commercialize the Lab's testing, grading, analytics, benchmark, and other products and services.

8.5 The Lab may retain Private CI Results during the subscription and for up to two years after the subscription ends for the purposes permitted by Section 8.2. The Lab may retain particular Private CI Results for longer only as reasonably necessary to comply with law, preserve or defend claims, investigate security incidents or misuse, or enforce these Terms. The Lab has no obligation to retain Private CI Results, Customer Content, or Deliverables for any period and may delete them earlier, except while a timely correction request is actively pending or to the extent retention is required by law or legal hold. On termination, the Lab will disable stored test-deployment credentials promptly and delete them from active systems within a commercially reasonable period; residual encrypted backup copies may remain until overwritten through the Lab's ordinary backup cycle and will not be restored except for disaster recovery, legal compliance, or security investigation. Customer must revoke credentials and export Deliverables before access ends. Service Data may be retained indefinitely under Section 8.3.

8.6 The Lab will maintain administrative, technical, and physical safeguards appropriate to the nature and sensitivity of information under the Lab's control and as required by applicable law. No security measure is perfect, and the Lab does not warrant that the Service or Customer Content is immune from unauthorized access, loss, corruption, or attack. Customer is responsible for appropriate credential scope, backups, and security of its systems.

8.7 If the Lab confirms a breach of security safeguards affecting Customer Content or Customer-identifying Private CI Results, the Lab will notify Customer without undue delay after confirmation, unless notice is legally prohibited. Notice is not an admission of fault or liability. Each party remains responsible for notices, reports, and records the law assigns to it.

8.8 The Lab's privacy notice describes its handling of account, billing, support, and other personal information for which it determines the purposes and means of processing. If the parties sign a data-processing addendum, that addendum controls only to the extent of a direct conflict concerning personal information processed by the Lab solely on Customer's documented instructions. Customer must not submit data requiring a data-processing addendum until one is in effect.

9. Confidentiality

9.1 Customer Confidential Information means Customer Content and Customer-identifying Private CI Results, whether or not marked confidential, and other non-public information disclosed by Customer that is marked confidential or reasonably should be understood as confidential. It excludes Service Data; the existence of the relationship as permitted by Sections 6.3 and 17.3; information lawfully known without restriction; independently developed information; information rightfully received from another source without a duty of confidentiality; and information made public without the Lab's breach.

9.2 Lab Confidential Information includes the non-public aspects of the Service; Test content and banks; expected answers; pools; sequences; allocations; Agent Setups; prompts; grading and redaction methods; tooling; systems; non-public metrics; non-public pricing, Orders, and negotiated terms; product plans; and other non-public information marked confidential or reasonably understood as confidential. Publicly posted versions of these Terms are not Lab Confidential Information.

9.3 A receiving party will use the other party's Confidential Information only to exercise rights and perform obligations under these Terms. It will disclose Confidential Information only to personnel, professional advisers, contractors, affiliates, and service providers who need it for those purposes and are bound by confidentiality obligations at least as protective as these Terms. A party may disclose information as required by law, subpoena, or court order after giving prompt notice where legally permitted and reasonably assisting the other party to seek confidential treatment at the other party's expense.

9.4 The Lab will not disclose Customer-identifying Private CI Results to another customer or present them as Published Benchmark results. The Lab may use them internally under Section 8 and may disclose them to affiliates, contractors, and service providers as needed for the permitted purposes, subject to appropriate confidentiality and data-protection obligations.

9.5 Confidentiality obligations survive for five years after each disclosure. Obligations concerning trade secrets survive while the information remains a trade secret under applicable law. Section 8.3 rights in Service Data survive indefinitely.

10. Deliverables and public use

10.1 Subject to payment and compliance with these Terms, the Lab grants Customer a perpetual, non-exclusive, non-transferable, non-sublicensable licence to retain and use a reasonable number of copies of Deliverables only for Customer's internal evaluation, debugging, and improvement of its own product. The Lab retains all copyrights and other rights in the Test descriptions, analysis, structure, and Lab materials embodied in Deliverables.

10.2 Customer may disclose a Deliverable only to its employees, officers, directors, professional advisers, and contractors who need it for Customer's internal product work and are bound by written confidentiality obligations at least as protective as these Terms. Customer may not disclose any Deliverable or derived result to any other person, including customers, prospects, investors, press, vendors, competitors, or the public, without the Lab's prior written consent. A legally compelled disclosure is permitted only under Section 9.3 and, where reasonably possible, must be limited and redacted to protect Lab Confidential Information.

10.3 Customer may not publish or make marketing, sales, fundraising, comparative-performance, score, pass-rate, ranking, certification, award, or endorsement claims based on the Service or a Deliverable without the Lab's prior written consent.

10.4 Deliverables describe one tested Release in selected Environments at a point in time. Tests and probabilistic judgments can fail, miss defects, produce false positives or false negatives, or disagree with real-world behavior. Customer must independently review results and remains solely responsible for its product and release decisions.

11. Intellectual property and feedback

11.1 The Lab and its licensors own all rights in the Service, Tests, Test banks, pools, prompts, Test Suites, Agent Setups, methods, tooling, systems, documentation, Deliverables, Service Data, feedback, and all improvements and derivative works. No right or licence is granted except as expressly stated.

11.2 Customer owns Customer's product and Customer Content. The express licence in Section 8.1 gives the Lab the legal permission needed to process Customer Content and exercise its rights under these Terms; it does not transfer ownership. Rights in Service Data and Deliverables are governed by Sections 8.3 and 10.

11.3 Customer assigns to the Lab all right, title, and interest in feedback about the Service and waives, and will obtain waivers of, moral rights in that feedback to the extent permitted by law. If an assignment or waiver is ineffective, Customer grants the Lab a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free licence to use, modify, commercialize, and otherwise exploit that feedback for any purpose.

12. Disclaimers

12.1 EXCEPT FOR RIGHTS EXPRESSLY STATED IN THESE TERMS AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE, TESTS, DELIVERABLES, THIRD-PARTY SERVICES, AND ALL RESULTS ARE PROVIDED "AS IS" AND "AS AVAILABLE". THE LAB DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES, INCLUDING TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, AVAILABILITY, AND ANY WARRANTY OR CONDITION ARISING FROM COURSE OF DEALING, PERFORMANCE, OR USAGE OF TRADE.

12.2 THE LAB DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS; THAT ANY TEST OR DELIVERABLE WILL FIND ALL OR ANY DEFECTS; THAT A RESULT WILL BE ACCURATE, COMPLETE, OR REPEATABLE; THAT A READY VERDICT MEANS A RELEASE IS READY; THAT CUSTOMER'S PRODUCT WILL PERFORM THE SAME OUTSIDE THE TEST; OR THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR ACHIEVE A PARTICULAR OUTCOME.

12.3 Customer uses and relies on the Service and Deliverables at its own risk and has not relied on a statement, promise, forecast, or representation not expressly stated in these Terms or an Order.

13. Customer indemnity

13.1 Customer will defend, indemnify, and hold harmless the Lab, its affiliates, licensors, service providers, and each of their officers, directors, employees, contractors, and agents from any third-party claim, demand, investigation, or proceeding and all related losses, liabilities, damages, penalties, judgments, settlements, costs, and reasonable legal fees arising from or relating to: Customer Content or Customer's product; Customer's use or misuse of the Service or Deliverables; Customer's systems, authorized users, or end users; Customer's breach of these Terms; Customer's violation of law or third-party rights; or an allegation that Customer Content or Customer's product infringes, misappropriates, or violates a right.

13.2 The Lab will give reasonably prompt notice of an indemnified claim. Delay in notice relieves Customer only to the extent the delay materially prejudices the defence. Customer will control the defence with counsel reasonably acceptable to the Lab, but the Lab may participate with counsel at its own expense. The Lab may assume control with counsel of its choice at Customer's expense if Customer fails to defend promptly, a conflict of interest exists, or the claim could materially affect the Lab, the Service, or the Lab's intellectual property. Customer may not settle a claim in a way that admits fault by, imposes an obligation on, restricts, or fails to fully and unconditionally release the Lab without the Lab's prior written consent.

13.3 Customer will reimburse covered costs as incurred. The indemnity is in addition to, and does not limit, the Lab's first-party remedies or Customer's other obligations.

13.4 The Lab gives no indemnity under these Terms.

14. Limitation of liability

14.1 TO THE FULLEST EXTENT PERMITTED BY LAW, THE LAB AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, AGGRAVATED, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, BUSINESS, OPPORTUNITY, SAVINGS, GOODWILL, USE, OR DATA; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; OR DAMAGE ARISING FROM A RELEASE, DEPLOYMENT, OR RELIANCE DECISION, EVEN IF ADVISED OF THE POSSIBILITY AND WHETHER THOSE LOSSES ARE CHARACTERIZED AS DIRECT OR INDIRECT.

14.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE LAB'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR DELIVERABLES WILL NOT EXCEED THE GREATER OF CAD $100 OR THE AMOUNTS CUSTOMER PAID TO THE LAB FOR THE SERVICE DURING THE SIX MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM. All claims arising from the same or related events are treated as one claim arising when the first event occurred.

14.3 Sections 14.1 and 14.2 limit only the Lab Parties identified in Section 14.1. They do not limit Customer's payment obligations, indemnity obligations, or liability for breach of Sections 6.4, 7, 9, 10, or 11; infringement or misappropriation of the Lab's or another person's rights; fraud; gross negligence; wilful misconduct; unauthorized access, use, disclosure, extraction, reconstruction, or distillation; or amounts recoverable by the Lab under Section 7.5. Customer's obligations to stop prohibited conduct and comply with injunctive or equitable relief are not subject to a monetary cap.

14.4 The exclusions and limitations apply under every legal, statutory, equitable, contract, tort, negligence, restitution, and other theory; apply even if a limited or exclusive remedy fails of its essential purpose; are independent and severable; and are an essential basis of the bargain and pricing. Nothing in these Terms excludes or limits liability to the extent it cannot lawfully be excluded or limited.

15. Term, suspension, and termination

15.1 These Terms start at clickwrap acceptance and continue while Customer has access to the Service or any amount remains payable.

15.2 Customer may cancel under Section 5.10. The Lab may terminate for convenience at any time on notice and will make termination effective no earlier than the end of the paid Billing Period unless immediate termination is permitted below.

15.3 The Lab may immediately suspend, limit, or terminate access, with or without prior notice, if it reasonably believes in good faith that Customer has breached these Terms; presents a security, legal, reputational, operational, or financial risk; has not paid; may harm the Service, Lab, Test bank, another customer, or a third party; or has engaged in fraud, misuse, distillation, extraction, unauthorized disclosure, or illegal activity. A good-faith suspension or limitation under this Section does not create liability, pause charges already incurred, extend a Billing Period, or waive the Lab's remedies.

15.4 For an ordinary material breach that does not fall under Section 15.3, either party may terminate if the breach is not cured within 30 days after detailed written notice. The cure period preserves the contract for fixable mistakes; it does not restrict the Lab's immediate suspension, termination, or remedies under Sections 7.5 and 15.3.

15.5 On termination, access ends; accrued amounts remain payable; Customer must stop using the Service; and Customer must delete Lab Confidential Information and unauthorized copies of Deliverables. Customer may retain Deliverables authorized by Section 10.1, subject permanently to all applicable licence conditions, confidentiality duties, disclosure limits, public-claims restrictions, and other restrictions. Sections 5.7 through 5.12, 6, 7.4, 7.5, 8.2 through 8.8, 9 through 14, 15.5, and 17 survive to the extent applicable. All restrictions and conditions applicable to Deliverables, Private CI Results, and Lab Confidential Information survive for as long as Customer retains, accesses, uses, or discloses them. Except as required by law or expressly stated in an Order, termination does not entitle Customer to a refund.

16. Changes to these Terms

16.1 The Lab may update these Terms by email to the account or Order address, may also display notice in the account, and will make the updated version reasonably available for download or printing. The notice will identify the effective date and summarize material changes. Except as Section 16.2 permits, a material change takes effect no earlier than 30 days after notice and at Customer's next renewal. A change does not apply retroactively to a dispute, Release, charge, or event that arose before its effective date.

16.2 A change reasonably required to comply with law, respond to a security threat, prevent abuse, or enable a new feature may take effect sooner on notice, but only to the extent reasonably necessary. A new feature may be subject to additional terms before Customer enables or uses it.

16.3 Customer must affirmatively accept a material change that expands the Lab's rights or Customer's obligations concerning arbitration or dispute resolution, recurring-payment authorization, use or disclosure of Customer Content or Private CI Results, intellectual property, publicity, indemnity, or limitation of liability. Other properly noticed changes may be accepted by continued subscription or use after the effective date. The Lab will retain evidence of the applicable version, notice, and acceptance.

16.4 If Customer does not accept a change, its sole remedy is to cancel before the change takes effect, without affecting amounts already incurred or other accrued rights.

17. Disputes and general terms

17.1 Governing law. These Terms are governed by Ontario law and the federal laws of Canada applicable there, without regard to conflict-of-law rules.

17.2 Dispute resolution and arbitration. This Section applies to every dispute, claim, or controversy arising out of or relating to these Terms, an Order, the Service, or Deliverables, whether based in contract, tort, statute, fraud, misrepresentation, restitution, equity, or another legal theory (a "Dispute").

17.2.1 Notice and informal resolution. Before starting arbitration, a party must give the other a written Notice of Dispute that identifies the Customer account and parties, describes the facts and legal basis, and states the relief sought. Notice to the Lab must be sent to legal@verginglabs.com, or to any successor legal-notice email identified in the Service or Order. Notice to Customer may be sent under Section 17.7. The parties will attempt in good faith to resolve the Dispute for 30 days after receipt. This step does not prevent a party from seeking urgent interim relief or taking action required to preserve a limitation period.

17.2.2 Institution, rules, seat, and language. Except for a claim permitted by Section 17.2.6, a Dispute not resolved under Section 17.2.1 will be finally resolved by confidential, binding arbitration administered by the ADR Institute of Canada, Inc. ("ADRIC") under the ADRIC Arbitration Rules in effect when the arbitration begins, as modified by these Terms. The Arbitration Act, 1991 (Ontario) governs. The legal seat is Toronto, Ontario. The arbitration will be conducted in English by one arbitrator.

17.2.3 Appointment. The parties will try to agree on the arbitrator within 21 days after the respondent receives the Notice to Arbitrate. If they do not agree, ADRIC will appoint the arbitrator under its Rules. An arbitrator must be independent and impartial and have material experience in commercial technology disputes or commercial contract law.

17.2.4 Procedure and remedies. The arbitrator may determine jurisdiction and arbitrability and may order interim, conservatory, injunctive, equitable, legal, and monetary relief available to an Ontario court, subject to these Terms. The arbitrator will apply these Terms and applicable law. The award must be reasoned and in writing. The arbitrator may use documents-only, remote, expedited, or other proportionate procedures, taking account of the amount and complexity of the Dispute. The existence of the arbitration, submissions, evidence, hearing, and award are Confidential Information, except as required to obtain legal advice, comply with law, or recognize, enforce, or challenge an award.

17.2.5 Fees and costs. Each party will initially bear its own legal fees. ADRIC administration fees, arbitrator fees, and deposits will be paid as ADRIC or the arbitrator directs and, absent a direction, initially in equal shares. The arbitrator may allocate all arbitration costs and reasonable legal fees in an interim or final award, including under Sections 7.5 and 13 and based on success, conduct, proportionality, and settlement offers. A party's failure to pay a required share does not prevent the other party from advancing that amount and seeking recovery in the award.

17.2.6 Small Claims Court. Either party may bring an individual claim in the Ontario Small Claims Court if the claim is within that court's monetary and subject-matter jurisdiction and remains an individual claim. A claim properly filed there may remain there. If the court transfers or dismisses the claim for lack of jurisdiction, the claim must be resolved under this Section 17.2.

17.2.7 Individual proceedings and waiver. EACH PARTY WILL BRING A DISPUTE ONLY IN ITS INDIVIDUAL CAPACITY. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY MAY BRING, JOIN, ADMINISTER, OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, COORDINATED, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION OR ARBITRATION, AND AN ARBITRATOR MAY NOT COMBINE THE CLAIMS OF DIFFERENT CUSTOMERS OR AWARD RELIEF FOR OR AGAINST A PERSON WHO IS NOT A PARTY, UNLESS ALL AFFECTED PARTIES AGREE IN WRITING. If this waiver is finally held unenforceable for a particular claim or remedy, only that claim or remedy will proceed in the courts located in Toronto, Ontario, and the remaining Disputes will be arbitrated. The court proceeding will be stayed to the extent permitted until the arbitration is complete.

17.2.8 Court relief and enforcement. Either party may seek urgent temporary, interim, or interlocutory relief from the Ontario Superior Court of Justice in Toronto to protect confidential information, intellectual property, security, access rights, evidence, or the status quo, including for misuse, extraction, reconstruction, or distillation. Seeking that relief does not waive arbitration. Judgment on an award may be entered and enforced in any court of competent jurisdiction.

17.2.9 Finality and statutory rights. To the fullest extent permitted by law, there is no appeal from an award on a question of law, fact, or mixed fact and law. Nothing eliminates a non-waivable statutory right to apply to set aside, recognize, or enforce an award.

17.3 Publicity and marks. Customer may not use the Lab's name, marks, or relationship in marketing, publicity, fundraising, or customer communications without prior written consent. Customer grants the Lab a non-exclusive, worldwide, royalty-free licence during the term and for a reasonable wind-down period to use Customer's name and marks solely to identify Customer factually as a user or customer of the Service, subject to applicable brand guidelines and without implying Customer's endorsement. The Lab may also exercise the independent benchmark and publication rights in Section 6.

17.4 Assignment. Customer may not assign or transfer these Terms, an Order, or an account without the Lab's prior written consent. The Lab may assign them to an affiliate or in connection with a merger, financing, reorganization, acquisition, or sale of assets or business. An attempted assignment in violation of this Section is void.

17.5 Service providers; relationship; beneficiaries. The Lab may use affiliates, contractors, and service providers to perform the Service and exercise its rights. The parties are independent contractors and neither may bind the other. Each affiliate, licensor, service provider, officer, director, employee, contractor, and agent protected by Sections 12, 13, or 14 is an intended third-party beneficiary of those Sections and may enforce them. There are no other third-party beneficiaries.

17.6 Force majeure. Neither party is liable for delay or failure caused by an event outside its reasonable control, but this does not excuse Customer's payment obligations for amounts already incurred.

17.7 Notices. Contract, renewal, termination, and amendment notices will be sent to the email address associated with the account or Order and may also be displayed in the account. Billing, security, suspension, and operational notices may be sent by email or displayed in the account. Electronic notice is effective when it is sent and is capable of being retrieved by the recipient, unless the sender receives a notice of non-delivery. Customer must keep its account email current and monitor it. A Notice of Dispute must comply with Section 17.2.1.

17.8 Severability; waiver; remedies. If a provision is unenforceable, it will be modified to the minimum extent needed to make it enforceable and, if modification is not permitted, severed. The remainder remains effective. Failure or delay to enforce is not a waiver. Remedies are cumulative.

17.9 Entire agreement; order of precedence. These Terms, accepted Orders, and pricing terms expressly incorporated at acceptance are the entire agreement about the Service and supersede prior or contemporaneous discussions, proposals, and representations. The order of precedence is: an effective Order override under Section 1.5, these Terms, then incorporated pricing terms. Published Benchmarks and other Lab products are outside this agreement unless separate terms expressly incorporate them.

17.10 Interpretation and electronic records. Headings are for convenience only. "Including" means "including without limitation". A singular term includes the plural where the context permits. Electronic acceptance, records, notices, and copies have the same effect as originals, subject to applicable law.

Schedule A: Environment weights

For ordinary Release testing, the Environment charge for a Test Suite in an Agent Setup equals the applicable Test Suite weight multiplied by the applicable Release Agent Setup weight. For Activation, the applicable Activation Agent Setup weight replaces the Release Agent Setup weight. Storage-only testing is available only for ordinary Release testing, not for Activation or Onboarding, and uses half the otherwise applicable amount. Usage above a documented budget is charged proportionally, and a Release's total usage is rounded up to the next whole Environment.

Test Suite weights

Test Suite	Weight
Core Recall	1
Preference Adherence	1
Onboarding	1
Truth Maintenance	2
History Migration	2
Memory at Scale	3
Long-Horizon Retention	10; available only on a separately ordered tier

Release Agent Setup weights

Agent Setup	Weight
Hermes GPT-5.6 Luna	1
Hermes GPT-5.6 Terra	2
Hermes GPT-5.6 Sol	4
Claude Code Opus 5	4

Activation Agent Setup weights

These weights replace, and are not multiplied by, the Release Agent Setup weights when calculating Activation usage. Onboarding does not require Activation.

Agent Setup	Default Activation weight
Hermes GPT-5.6 Luna	2
Hermes GPT-5.6 Terra	2
Hermes GPT-5.6 Sol	4
Claude Code Opus 5	4

Activation overrides

Test Suite	Agent Setup	Activation weight
Memory at Scale	Hermes GPT-5.6 Sol	7
Memory at Scale	Claude Code Opus 5	7
Long-Horizon Retention	Hermes GPT-5.6 Sol	8
Long-Horizon Retention	Claude Code Opus 5	8

The Lab's documentation states applicable usage budgets. Over-budget usage is a billing condition, not a failed Test.