Momiji Subscription Agreement

Version 1.0, draft of September 9, 2026. Not yet in force. Nothing below binds anyone until counsel has reviewed it and a version is published with an effective date.

This agreement is between Momiji AI Inc., a corporation under the laws of Canada with its registered office at 2408 Guildstone Crescent, Oakville, Ontario L6M 3Y6 ("Momiji", "we", "us"), and the organization that accepts it ("Customer", "you"). It governs every use of the Momiji service. You accept it by clicking to accept when you create an organization, by signing an Order Form that refers to it, or by using the Service after we publish it to you. The person who accepts confirms that they have authority to bind the Customer.

If a signed Order Form and this agreement conflict, the Order Form wins for that order only. The Data Processing Addendum and the Service Level Schedule form part of this agreement.

1. Definitions

Service means the Momiji web application at app.mymomiji.com, the Momiji mobile application, the modules and add-ons listed on your Order Form or plan, and the related documentation. Modules are MomijiHRIS, MomijiTime, MomijiExpenses, MomijiPay, MomijiComply, MomijiPerform and any module we add later. Order Form means a document, signed or accepted online, that names the plan, term, fees and any special terms. Customer Data means everything you or your Users enter into or upload to the Service, including Personal Information about your employees and contractors. Personal Information has the meaning given in the Personal Information Protection and Electronic Documents Act (Canada) and equivalent provincial law. User means a person you authorize to use the Service, including administrators, managers and employees. Documentation means the help centre inside the product and the pages at mymomiji.com describing the Service. Usage Data means information about how the Service is used that does not identify a person or the Customer.

2. The Service

2.1 Subscription. During the Term we grant you a non-exclusive, non-transferable right to let your Users use the Service for your internal business as an employer, within the plan, employee count, sites and provinces on your Order Form.

2.2 Plans and modules. The plan sets which Modules are on. Add-ons are granted per organization. Moving between plans takes effect on the next billing period unless the Order Form says otherwise.

2.3 Changes. We improve the Service continuously. We will not materially reduce the core function of a Module during a paid term. Features marked beta, preview or early access may change or be withdrawn and carry no warranty or service level.

2.4 Assistant and extraction features. Some features use a large language model, including Akiko (the help assistant) and document extraction during setup and expense capture. Outputs are suggestions that a person confirms. They are not legal, tax or accounting advice. We do not use your Customer Data to train any model, and our model provider is contractually barred from doing so.

2.5 Mobile application. The mobile application is licensed to your Users under the app store terms that apply to it, in addition to this agreement.

2.6 Support. We provide support by email at hello@mymomiji.com on business days in Ontario, and through the help centre. Response targets are in the Service Level Schedule.

3. Your account and responsibilities

3.1 Administrators. You appoint at least one owner. Owners and administrators control who can see and do what. You are responsible for every action taken under your Users' credentials.

3.2 Credentials and two-factor sign-in. Users must keep credentials confidential. Two-factor sign-in is available to every User and is required for owners and administrators unless an owner turns the requirement off, which is your decision and your risk.

3.3 Accuracy. You are responsible for the accuracy and completeness of Customer Data, including employee details, pay rates, tax elections, hours, leave and opening balances. The Service calculates from what it is given.

3.4 Employer obligations. You remain the employer. Every obligation under employment standards, human rights, privacy, tax and payroll law stays with you. The Service helps you meet those obligations; it does not assume them.

3.5 Acceptable use. You will not: use the Service to process data you have no right to process; attempt to access another organization's data; reverse engineer, scrape or probe the Service except as part of a security assessment we have agreed to in writing; resell the Service without a partner agreement; or use it to build a competing product.

3.6 Your privacy compliance. You will give your employees the notices, and obtain any consents, that privacy law requires for the processing the Service performs on your behalf, including the transfer of Personal Information to the subprocessors named in the Data Processing Addendum.

4. Payroll terms (MomijiPay)

4.1 What the payroll module does. MomijiPay calculates statutory deductions and net pay using the Canada Revenue Agency and Revenu Québec tables in force for the pay period, produces registers, pay statements, remittance summaries and year-end slips, and stamps every figure with the engine version and table edition that produced it.

4.2 What it does not do. Momiji does not hold, move or remit funds. You pay your employees and remit to the tax authorities through your own bank or payment provider. Momiji is not a payment service provider, a payroll service bureau in the sense of holding funds, or an agent for any tax authority.

4.3 Your verification duty. You will review each prepared run before approving it. Material variances are surfaced and must be annotated before approval; an approval is your confirmation that the run is correct on the information you supplied.

4.4 Corrections. A committed run is immutable. Corrections are made by a reversing or adjusting run, never by editing history.

4.5 Opening balances and prior providers. If you adopt MomijiPay part way through a year, you will supply opening year-to-date balances and prior remittances. Year-end slips depend on them.

4.6 Filing. Unless your Order Form includes a managed service, you file slips and returns with the tax authorities yourself using the files the Service produces.

5. Fees and payment

5.1 Fees. Fees are on your Order Form or, for online plans, on the pricing page at the time you subscribe. All fees are in Canadian dollars and exclude taxes.

5.2 Usage. Plans include a number of employees, sites and provinces. Usage above the included amounts is measured on the last day of each month and billed for that month at the rates on your Order Form or the pricing page.

5.3 Invoicing. Annual plans are invoiced in advance. Monthly plans and usage are invoiced monthly. Invoices are due 15 days from the invoice date. Momiji may invoice through its billing agent, Greystone Strategic Partners Inc., and payment to the billing agent discharges the debt.

5.4 Late payment. Overdue amounts bear interest at 1.5 percent per month (19.56 percent per year). If an invoice is more than 15 days overdue and we have given you at least 10 days written notice, we may suspend the Service until it is paid. Suspension does not shorten the Term or reduce fees.

5.5 Taxes. You pay all applicable taxes other than taxes on our income.

5.6 Price changes. We may change fees at renewal with at least 45 days written notice before the renewal date. Any increase is capped at the greater of 7 percent and the change in the Consumer Price Index for Canada over the prior 12 months.

5.7 No refunds. Fees are non-refundable except where this agreement or the Service Level Schedule says otherwise.

6. Term and termination

6.1 Term. The initial term is on your Order Form (for online plans, one year for annual billing and one month for monthly billing). The agreement renews for successive terms of the same length unless either party gives written notice of non-renewal at least 30 days before the renewal date.

6.2 Termination for cause. Either party may terminate on 30 days written notice if the other materially breaches this agreement and does not cure within that period. We may terminate immediately if you breach section 3.5 or if you become insolvent.

6.3 Effect. On termination or expiry: your right to use the Service ends; fees accrued remain payable; for 60 days you may export Customer Data in the standard formats the Service provides; after 90 days we delete Customer Data from live systems, and from backups on their rotation, except records that law requires either party to keep, which we retain for the statutory period on your behalf and return or delete on request when it ends.

6.4 Survival. Sections 5, 6.3, 7 through 13 and 16 survive.

7. Customer Data and privacy

7.1 Ownership. Customer Data is yours. You grant us a licence to host, process, transmit, display and back up Customer Data solely to provide the Service, prevent and address problems, and comply with law.

7.2 Data Processing Addendum. We process Personal Information as your service provider under the Data Processing Addendum, which is part of this agreement.

7.3 Employee requests. Requests from your employees to access or correct their records are yours to answer. We will assist as the Addendum describes.

7.4 Usage Data. We may collect and use Usage Data, and aggregated and de-identified data derived from Customer Data, to operate, secure, improve and benchmark the Service, provided it never identifies you, your Users or your employees and cannot reasonably be re-identified. We own Usage Data.

7.5 Where data is kept. Primary storage and compute are in Canada (Montreal). Backups and named subprocessors may be in the United States. The Addendum lists every subprocessor and its location.

8. Security

8.1 We maintain the technical and organizational measures in the Addendum, including tenant isolation enforced in the database, encryption in transit and at rest, an append-only audit log, immutable payroll and training records, two-factor sign-in, daily backups and restore testing.

8.2 We will notify you without undue delay, and no later than 72 hours after confirming it, of any breach of security safeguards affecting your Customer Data, with the information the Addendum describes.

8.3 When we hold an independent assurance report (for example SOC 2 or CSAE 3416), we will provide it under confidentiality on request.

9. Intellectual property

9.1 We own the Service, the Documentation, the training library content, and every improvement, including improvements suggested by you. Nothing transfers ownership to you.

9.2 If you give us feedback, we may use it without restriction or payment.

9.3 You own your name, marks and Customer Data. We may identify you as a customer, by name and logo, in customer lists only if your Order Form says so or you agree in writing. Case studies and quotations always need your written approval of the text.

10. Confidentiality

Each party will protect the other's confidential information with at least the care it uses for its own, use it only under this agreement, and disclose it only to people who need it and are bound to protect it, or as law requires after notice where lawful. Customer Data is your confidential information. The Service, its non-public features, pricing not on the public site and any assurance report are ours. These obligations last five years after the agreement ends, and for Personal Information and trade secrets for as long as the law protects them.

11. Warranties and disclaimers

11.1 Service warranty. We warrant that the Service will perform materially as described in the Documentation. Your remedy for breach is that we correct the failure, and if we cannot within 30 days of notice, you may terminate the affected Module and receive a pro-rated refund of prepaid fees for it.

11.2 Payroll warranty. We warrant that MomijiPay applies the statutory tables in force for the period, as stamped on the run. We do not warrant results that depend on data you supplied, elections you made, or on rules that changed without the authority publishing them in time.

11.3 No advice. The Service, the Documentation, the assistant and the training library provide information and tools. They are not legal, tax, accounting or safety advice. Where your circumstances need judgment, get advice from a professional.

11.4 Disclaimer. Except as stated in this section, the Service is provided as is, and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, to the extent the law allows.

12. Indemnities

12.1 By Momiji. We will defend you against a third-party claim that the Service, used under this agreement, infringes a Canadian or United States patent, copyright or trademark, and pay the resulting damages and costs awarded or agreed in settlement. We may modify or replace the Service to avoid infringement, or terminate the affected Module and refund prepaid fees for it. This does not apply to claims arising from Customer Data, your combination of the Service with something not supplied by us, or use after we told you to stop.

12.2 By Customer. You will defend us against a third-party claim arising from Customer Data, your breach of section 3, or your obligations as an employer, and pay the resulting damages and costs.

12.3 Process. The indemnified party gives prompt notice, allows the indemnifying party to control the defence and settlement (with no admission on the other's behalf without consent), and cooperates at the indemnifying party's cost.

13. Limitation of liability

13.1 Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if advised of their possibility.

13.2 Each party's total liability under this agreement in any 12-month period is limited to the fees paid or payable by you for the Service in the 12 months before the event giving rise to the claim.

13.3 The exclusions and cap do not apply to a party's indemnity obligations, a breach of section 10, or damages caused by a party's gross negligence or wilful misconduct, and do not limit liability that the law does not allow to be limited.

14. Service levels

The Service Level Schedule sets availability commitments, maintenance windows, support response targets and service credits. Service credits are your sole remedy for availability failures.

15. Changes to this agreement

We may update this agreement for a new term by giving at least 30 days written notice before renewal. If you do not accept the change, you may give notice of non-renewal. For online plans, continued use after the effective date of a published version is acceptance. Every version carries a number and an effective date, and the version you accepted is recorded in your organization's settings.

16. General

16.1 Assignment. You may not assign this agreement without our written consent, not to be unreasonably withheld. We may assign it to an affiliate or to a successor in a merger, acquisition or sale of substantially all of the assets of the Momiji business, on notice to you.

16.2 Notices. Notices to us go to hello@mymomiji.com with a copy by mail to the registered office. Notices to you go to your owner's email on file. Notice is effective on the business day after sending.

16.3 Governing law. This agreement is governed by the laws of Ontario and the federal laws of Canada applicable there. The courts of Ontario sitting in Toronto have exclusive jurisdiction, and each party attorns to them. Nothing prevents either party seeking an injunction anywhere to protect confidential information or intellectual property.

16.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

16.5 Entire agreement. This agreement, the Order Form, the Data Processing Addendum and the Service Level Schedule are the whole agreement and replace every prior discussion and proposal. Purchase order terms do not apply. If any provision is unenforceable, the rest stands.

16.6 Language. The parties have required this agreement to be drawn up in English. A French version is available on request, and where the law of Quebec requires that a French version be provided, the French version governs for that Customer. Les parties ont exigé que la présente entente soit rédigée en anglais; une version française est disponible sur demande.

16.7 Electronic acceptance. Clicking to accept, or signing electronically, has the same effect as a handwritten signature under the Electronic Commerce Act, 2000 (Ontario) and equivalent laws.

16.8 Independent parties. The parties are independent contractors. Nothing creates a partnership, agency or employment relationship.

16.9 Waiver. A failure to enforce a provision is not a waiver of it.

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Momiji AI Inc. · Registered office 2408 Guildstone Crescent, Oakville, Ontario L6M 3Y6 · hello@mymomiji.com · Federal corporation 1814753-1