SUBSCRIPTION AGREEMENT

Last Updated: February 2026

QUICK SUMMARY

This Agreement governs your use of Incleon's succession planning platform. Here's what you need to know:

  • Your data stays with you — Incleon runs in your cloud environment

  • Monthly billing — Cancel anytime with 30 days' notice

  • You're responsible for your infrastructure — We provide the software and support

  • Use it appropriately — See our Acceptable Use Policy

This summary is for convenience only. Please read the full terms below.

1. INTRODUCTION

This Subscription Agreement ("Agreement") is a legal contract between you (the organization subscribing to Incleon, referred to as "Customer," "you," or "your") and Incleon Holdings Inc., a corporation incorporated under the laws of Ontario, Canada ("Incleon," "we," "us," or "our").

By subscribing to Incleon, you confirm that you have authority to bind your organization and that you agree to these terms.

2. THE PLATFORM

Incleon is a succession planning and talent management platform delivered as containerized software (Docker) that you deploy and operate within your own cloud infrastructure ("Customer Environment").

What we provide:

  • Licensed access to the Incleon platform software

  • Updates and new features during your subscription

  • Documentation and deployment guides

  • Support according to your subscription tier

What you provide:

  • Cloud infrastructure (AWS, Azure, GCP, or equivalent)

  • System administration and maintenance of your environment

  • Data backup and security within your environment

  • User account management

3. SUBSCRIPTION TIERS

Incleon offers two platform tiers:

Priority — Up to 50 Covered Roles. Ideal for protecting your most critical positions.

Complete — Unlimited Covered Roles. Comprehensive succession coverage across your organization.

Both tiers include email support. Additional support options (SLA guarantees, phone support, dedicated success management) are available as add-ons. See your Order Form for specific pricing and selections.

4. FEES AND PAYMENT

Billing: Subscription fees are billed monthly in advance. Your first payment is due upon signing your Order Form.

Taxes: Fees do not include applicable taxes (HST, GST, or other). You are responsible for all taxes associated with your subscription.

Late Payments: Overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law). We may suspend access if payment is more than 30 days overdue.

Fee Changes: We will provide at least 60 days' notice before changing subscription fees. Changes take effect at your next renewal.

5. TERM AND CANCELLATION

Subscription Term: Your subscription begins on the Start Date in your Order Form and continues on a month-to-month basis.

Auto-Renewal: Your subscription automatically renews each month unless cancelled.

Cancellation: Either party may cancel with 30 days' written notice. Upon cancellation:

  • Your access to new platform updates will cease

  • Your data remains in your environment (we never had it)

  • No refunds for partial months

Cancellation for Cause: Either party may terminate immediately if the other materially breaches this Agreement and fails to cure within 30 days of written notice.

6. YOUR DATA

Ownership: You retain all rights to your data. We claim no ownership of any information you store in the platform.

Location: Your data resides entirely in your Customer Environment. Incleon does not host, access, or store your succession planning data.

Responsibility: You are responsible for:

  • Backing up your data

  • Securing your environment

  • Complying with privacy laws applicable to your data (PIPEDA, GDPR, etc.)

  • Managing user access and permissions

For details on information we do collect (account info, usage analytics), see our Privacy Notice.

7. ACCEPTABLE USE

You agree to use Incleon in accordance with our Acceptable Use Policy, which is incorporated into this Agreement. Key points:

  • Use the platform only for lawful purposes

  • Maintain security of your access credentials

  • Don't attempt to reverse engineer, copy, or redistribute the software

  • Don't use the platform in ways that could harm Incleon or other customers

8. INTELLECTUAL PROPERTY

Our IP: Incleon and its licensors own all rights to the platform, including software, documentation, and trademarks. Your subscription grants you a limited, non-exclusive license to use the platform — not ownership.

Your IP: You own your data and any reports or outputs generated using your data.

Feedback: If you provide suggestions or feedback about the platform, we may use it to improve our products without obligation to you.

9. INDEMNIFICATION

We indemnify you against third-party claims that the Incleon platform infringes their intellectual property rights, except where the claim arises from:

  • Your modifications to the platform

  • Combination with third-party products

  • Use outside the scope of this Agreement

  • Your continued use of an older version after we provided a non-infringing update

  • Your data or content

You indemnify us against claims arising from:

  • Your data

  • Your violation of this Agreement

  • Your violation of applicable law

  • Your Customer Environment

10. LIMITATION OF LIABILITY

Cap: Our total liability under this Agreement will not exceed the fees you paid in the 12 months before the claim arose.

Exclusions: Neither party is liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption.

Exceptions: These limitations do not apply to: (a) your payment obligations, (b) either party's indemnification obligations, (c) breach of confidentiality, or (d) gross negligence or willful misconduct.

11. WARRANTY DISCLAIMER

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the platform will be error-free, uninterrupted, or meet your specific requirements. Given that you operate the platform in your own environment, performance depends significantly on your infrastructure.

12. DISPUTE RESOLUTION

Negotiation: We prefer to resolve disputes amicably. Either party may initiate dispute resolution by providing written notice. We'll attempt to resolve the matter through good-faith negotiation for 30 days.

Mediation: If negotiation fails, we'll attempt mediation administered by the ADR Institute of Canada before pursuing other remedies.

Arbitration: If mediation fails, disputes will be resolved by binding arbitration in Toronto, Ontario, conducted in English under the ADR Institute's rules.

Exceptions: Either party may seek injunctive relief in court to protect intellectual property or confidential information.

13. GENERAL TERMS

Governing Law: This Agreement is governed by the laws of Ontario, Canada.

Entire Agreement: This Agreement, together with your Order Form and our Acceptable Use Policy, constitutes the entire agreement between us regarding your subscription.

Amendments: We may update these terms with 30 days' notice. Continued use after changes take effect constitutes acceptance.

Assignment: You may not assign this Agreement without our consent. We may assign it in connection with a merger or acquisition.

Severability: If any provision is found unenforceable, the remaining provisions continue in effect.

Waiver: Failure to enforce a provision does not waive our right to enforce it later.

14. CONTACT US

Incleon Holdings Inc.

Email: legal@incleon.com

Support: support@incleon.com

Web: www.incleon.com