1) Introduction and Acceptance

1.1 Acceptance of Terms.

By accessing or using any DashScene services, software, websites, hardware, or related offerings (collectively, the “Services”), you agree to be bound by these Terms and by any policies incorporated by reference (including the Privacy Policy, the Acceptable Use Policy (AUP), the Service Level Agreement (SLA), and, where applicable, the Data Processing Addendum (DPA)). If you do not agree, you must discontinue use immediately.

1.2 Scope.

These Terms apply to all customers, users, administrators, and entities that subscribe to or otherwise interact with the Services. If you use the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization, and “Customer” refers to that organization.

1.3 Eligibility (Adults; Authority).

The Services are intended for, and may be used only by, individuals who are at least eighteen (18) years old (or the age of majority in their jurisdiction) and capable of entering into a binding contract. Accounts for residential or commercial use must be registered and maintained by an adult responsible for payment and compliance with these Terms.

1.4 Children.

The Services are not directed to children. DashScene does not knowingly collect personal information from individuals under eighteen (18). If you believe a minor has provided personal information, please notify us so we can delete it.

1.5 Consumers and Business Customers.

Certain dispute-resolution terms and statutory protections may apply differently to individual consumers than to business customers. Nothing in these Terms limits any non-waivable consumer rights under applicable law. See §16 (Dispute Resolution) for details.

1.6 Territory; Trade Compliance (Pointer).

The Services are offered and operated primarily in Canada and are subject to applicable trade, export, and sanctions laws. See §14 (Export & Sanctions Compliance) for additional requirements.

1.7 Plan-Specific Features.

From time to time, these Terms, the Documentation, the DashScene website, or other materials may describe features, modules, integrations, analytics, or service levels that are available only in certain subscription tiers, add-ons, beta programs, or regions. The availability of any particular feature or functionality for Customer depends on the subscription tier, add-ons, and configuration selected in the applicable Order Form or within Customer’s account.

For clarity, DashScene is not obligated to provide any feature, module, integration, or service level that is not included in Customer’s then-current plan or Order Form, even if it is described in these Terms, the Documentation, or other DashScene materials.

1.8 Québec Availability (Current Limitation).

At this time, DashScene does not offer the Services to Customers whose usual place of residence or establishment is in the Province of Québec, or for deployments that are primarily directed at consumers in Québec. DashScene may decline, suspend, or terminate accounts or Orders that would bring the Services within the scope of Québec-specific consumer-protection or language-of-commerce requirements until a Québec-compliant version of the Services is made available.

2) Definitions

Defined terms used in these Terms have the meanings set out below. Capitalized terms used only in Schedule 1 (SLA) or Schedule 2 (Data Processing Addendum) have the meanings given in those schedules.

“Affiliate”

means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting interests or the ability to direct management.

“API Key”

means credentials issued by DashScene to authenticate and authorize access to the Services (including any future API), which are intended for use by a single Dash Instance at any given time as described in §6.6.

“Aggregated Data”

means data or information created by or for DashScene from Customer Data and/or Service Data (or other data derived from the operation of the Services) that has been combined and/or de-identified so it does not identify any individual or specific Customer, and that DashScene may use to operate, analyze, maintain, improve, and market the Services, as further described in DashScene’s Privacy Policy.

“AUP“

means DashScene’s Acceptable Use Policy, as updated from time to time and incorporated by reference into these Terms. The current version is made available on the DashScene website at https://dashscene.com/legal/aup/.

“Authorized User“

means an individual (such as Customer’s employee, contractor, or other personnel) whom Customer authorizes to access and use the Services under Customer’s account. Authorized Users act on Customer’s behalf and are not Customer End Users, who merely view Dash Instances or scan QR Codes without administrative access to the Services.

“Beta Feature“

means any preview, pilot, or experimental functionality that DashScene identifies as alpha, beta, preview, evaluation, or similar.

“Business Customer“

means a Customer that uses the Services for business purposes and is not a Consumer.

“CASL“

means Canada’s Anti-Spam Legislation, S.C. 2010, c. 23, and its associated regulations.

“Commercial Electronic Message“ or “CEM“

means a “commercial electronic message” within the meaning of CASL, including emails or other electronic messages that, having regard to their content or hyperlinks, encourage participation in a commercial activity. “CEMs” refers to more than one Commercial Electronic Message.

“Consumer“

means an individual Customer acting for personal, family, or household purposes to whom applicable consumer-protection laws apply.

“Confidential Information“

means non-public information disclosed by a party (Discloser) to the other (Recipient) that is marked confidential or would reasonably be understood as confidential (including roadmaps, pricing, designs, security, and customer lists), excluding information that:

1. is or becomes public without breach;
2. was known to Recipient free of obligation;
3. is independently developed without use of Discloser’s information; or
4. is rightfully received from a third party without duty of confidentiality.

“Customer“

means the individual or legal entity that enters into these Terms with DashScene to use the Services, whether as a Business Customer or a Consumer, and includes any Authorized Users acting on its behalf as permitted under these Terms.

“Customer Data“

means data submitted to or collected in the Services by or for Customer, including User Content and Customer Personal Information.

“Customer End User“

means an individual (other than Customer’s own personnel) whose Personal Information is collected, observed, or otherwise processed by Customer through its use of the Services — for example, viewers, riders, shoppers, or other members of Customer’s audience who see or interact with Customer’s content, advertisements, or QR Destinations.

“Customer Personal Information“

means Personal Information relating to identified or identifiable individuals (including Customer End Users) that Customer uploads to, stores in, submits to, or otherwise processes through the Services, or configures the Services to collect, generate, or process, for processing by DashScene on Customer’s behalf in accordance with Customer’s Documented Instructions.

“Dash Instance“

means a single display endpoint or device session running DashScene software that renders real-time information and/or advertisements on a connected display. Each Dash Instance is associated with one API Key and one Device at a time and is distinct from the broader DashScene platform.

“DashScene Manager“

means DashScene’s web-based administration portal that Customers use to purchase subscriptions, configure Dash Instances, manage content and advertisements, and access certain account and billing features.

“DashScene Materials“

means the Services, software, interfaces, Documentation, templates, sample creatives, designs, logos, and other materials provided by or on behalf of DashScene (but excluding Customer Data).

“Device“

means any hardware used to operate Dash Instances, whether provided by DashScene or third parties.

“Documentation“

means user manuals, admin guides, API/SDK references (if any), system-requirements and supported-configuration information (e.g., minimum and recommended Device specifications), and other technical documentation DashScene makes generally available for the Services (for example, via the DashScene Manager portal or online help centre), as updated from time to time.

“Documented Instructions“

means Customer’s instructions to DashScene regarding the processing of Customer Personal Information, as and only to the extent:

1. described in these Terms, the DPA (Schedule 2), or any applicable Order Form;
2. expressed through Customer’s configuration and use of the Services (for example, settings, options, and fields selected in DashScene Manager or similar interfaces) within the standard functionality of the Services; or
3. otherwise agreed in writing by DashScene (such as in a support ticket or email) to the extent DashScene expressly accepts such instructions.

Documented Instructions do not require DashScene to follow any instruction that is inconsistent with these Terms, the DPA, the standard functionality of the Services, or applicable law.

“DPA“

means the Data Processing Addendum in Schedule 2, as updated.

“Emergency Maintenance“

means maintenance required to address security, stability, or other urgent risks to the Services, and which may occur without prior notice.

“Force Majeure Event“

means an event or circumstance beyond a party’s reasonable control (including natural disasters, acts of government, labor disputes, power or Internet outages, and similar events) that prevents performance.

“High-Risk Activities“

means uses where failure of the Services could lead to death, personal injury, or severe environmental/critical-infrastructure harm (e.g., life support, emergency services, aviation, nuclear facilities).

“Order Form“

means a DashScene ordering document (including online checkout or quote) setting out pricing, quantities, term, and the Services purchased.

“Personal Information“

means information about an identifiable individual, as defined under applicable privacy and data-protection laws (including PIPEDA and any applicable provincial privacy laws), such as name, email address, IP address, device identifiers, and similar data, as further described in DashScene’s Privacy Policy.

“PIPEDA“

means the Personal Information Protection and Electronic Documents Act (Canada), S.C. 2000, c. 5, and its associated regulations.

“Privacy Policy“

means DashScene’s Privacy Policy available at https://dashscene.com/legal/privacy/, as updated from time to time.

“QR Code“

means a two-dimensional barcode displayed through a Dash Instance that encodes a QR Destination.

“QR Destination“

means the URL, resource, or action configured by Customer to be reached via a QR Code.

“Scheduled Maintenance“

means planned maintenance windows for updates or changes to the Services for which DashScene provides prior notice where practicable.

“Security Incident“

means a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Information in DashScene’s possession or control; unsuccessful attempts or incidents solely attributable to Customer’s failure to secure its accounts, credentials, networks, or Devices are excluded.

“Service(s)“

means the hosted services, software, and related tools and features provided by DashScene, including DashScene websites, the DashScene platform (such as DashScene Manager, DashServer, and Dash Instances), related hosting infrastructure and hardware integrations, any associated interfaces, APIs, or SDKs, and support services that DashScene provides to Customer, but excluding Third-Party Services that are not provided by DashScene.

“Service Data“

means operational and technical data generated by or in connection with the use or operation of the Services that DashScene collects and uses to operate, provide, maintain, secure, and improve the Services. Service Data includes, for example, account registration details, subscription and billing information, telemetry and performance metrics, security and access logs, and support- or ticket-related records.

“SLA“

means the Service Level Agreement in Schedule 1, as updated.

“Subprocessor“

means a third party engaged by DashScene to process Customer Personal Information in connection with the Services on DashScene’s behalf, subject to contractual safeguards that are no less protective than those set out in the DPA.

“Third-Party Services“

means products or services not provided by DashScene that interoperate with or are used in connection with the Services (including Customer-selected integrations and marketing-site analytics).

“User Content“

means any content, data, advertisements, images, video, audio, text, QR codes, URLs, and other materials provided, uploaded, or made available by or for Customer through the Services.

3) Interpretation

3.1 Headings.

Headings are for convenience only and do not affect interpretation.

3.2 Rules of Construction.

Unless the context requires otherwise:

1. words in the singular include the plural and vice versa;
2. “or” is inclusive;
3. “including” and “e.g.” mean “including without limitation”;
4. references to laws include amendments, re-enactments, and replacements;
5. references to “days” mean calendar days unless expressly stated as “business days”; and
6. references to “written” or “in writing” include email and notices displayed in the DashScene Manager dashboard except where these Terms expressly require formal notice under §20 (Contact & Support).

3.3 Language Priority.

If these Terms are translated, the English version controls in the event of any conflict or inconsistency.

3.4 Confidentiality.

Each party (the “Recipient”) will

1. use the other party’s (“Discloser”) Confidential Information only to perform or receive the Services under these Terms;
2. not disclose it to any third party except to its employees, Affiliates, and service providers (including Subprocessors) who need to know it and are bound by confidentiality obligations no less protective; and
3. protect it using reasonable measures.

Recipient may disclose Confidential Information to the extent legally required, provided Recipient gives prompt notice (if lawful) and cooperates to seek protective treatment, and discloses only what is legally required. Upon Discloser’s written request or termination/expiration, Recipient will return or destroy Discloser’s Confidential Information, subject to Recipient’s standard backup retention, archival copies kept for legal or compliance purposes, and any deletion/return obligations set out in Schedule 2 (Data Processing Addendum). Either party may seek injunctive or other equitable relief for actual or threatened breaches of this §3.4. These obligations survive for three (3) years after termination (trade secrets for so long as they remain trade secrets).

4) Payment and Service Duration

4.1 Billing Model; Prepaid Terms.

Unless an Order Form states otherwise, all Services are prepaid and renew for the next term on the last day of the current service window. Cancellation does not trigger a refund; service continues until the end of the prepaid term.

4.2 Payment Authorization & Methods.

Customer authorizes DashScene to charge all fees to Customer’s designated payment method. The default and preferred method is automatic credit card charge. Payment by invoice may be offered at DashScene’s sole discretion.

4.3 Third-Party Processor (Helcim).

DashScene uses a trusted third-party payment processor (currently Helcim) to collect and store billing information. Customer must review and accept the processor’s terms and comply with its policies. The processor is responsible for its own services, systems, and security controls; DashScene is not responsible for the processor’s independent service levels, errors, or downtime, and any responsibility DashScene has in connection with the processor’s acts or omissions is subject to §8 (Data and Privacy) and the limitations of liability in §11.

4.4 Fraud Prevention.

DashScene may verify billing information or require payment pre-authorization prior to activation or renewal.

4.5 Currency & Taxes.

All amounts are in Canadian dollars (CAD) and are exclusive of taxes. Customer is responsible for applicable taxes, duties, and similar charges (excluding taxes based on DashScene’s income). Tax-exempt Customers must provide valid exemption certificates.

4.6 Invoiced Services (Net 15).

For Services billed by invoice rather than auto-pay, payment is due within fifteen (15) days of the invoice date. For invoiced recurring subscriptions, if payment is not received within five to ten (5–10) days after the due date, DashScene may suspend Service after notice. If payment remains outstanding after an additional grace period, DashScene may terminate the account; reinstatement may be offered at DashScene’s discretion and may require reactivation fees.

4.7 Failed Payments; Grace; Suspension.

If a charge fails, DashScene may reattempt up to three (3) times (typically every 24 hours). A grace period of five (5) days may be provided to update payment details before suspension. DashScene may suspend or terminate Services for unpaid or repeatedly failed transactions.

4.8 Late Fees & Collections.

Overdue amounts may accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower, plus reasonable costs of collection (including legal fees).

4.9 Invoice Disputes.

To dispute an invoice in good faith, Customer must notify DashScene within 15 days of the invoice date with reasonable details. The parties will work in good faith to resolve disputes. Customer must pay all undisputed amounts when due.

4.10 Price Changes.

DashScene may change prices for subscriptions or add-ons with at least thirty (30) days’ advance notice. Unless otherwise stated, changes take effect on the next renewal term.

4.11 Non-Transferability.

Fees, subscriptions, and service credits are non-transferable and may not be assigned without DashScene’s prior written consent.

4.12 Money-Back Guarantee (New Services).

New Services include a 30-day satisfaction guarantee. If not satisfied, Customer may request a refund within 30 days of initial activation (hardware excluded).

4.13 Refund Exceptions.

Outside the 30-day guarantee and where permitted by law, refunds may be issued only for limited cases such as accidental duplicate charges or billing errors and will be processed to the original payment method.

4.14 Refund Scope.

Unless expressly stated (e.g., §4.12) or required by law, refunds exclude hardware, shipping, taxes, and third-party fees. Any approved refund is issued only to the original payment method.

4.15 Billing Notifications.

DashScene may send billing-related communications (e.g., upcoming invoices, payment confirmations, failed-payment notices) via email or the notices displayed in the DashScene Manager dashboard.

4.16 Hardware Warranty (Cross-Reference).

Warranty terms for DashScene-sold hardware (including the 60-day limited warranty and RMA/return shipping responsibilities) are set out in §7 (Hardware & Equipment).

5) Service Delivery

5.1 Service Scope.

DashScene provides display software, content management via DashScene Manager, cloud hosting and related infrastructure, and optional hardware (collectively, the “Services”).

5.2 Availability & SLA.

DashScene uses commercially reasonable efforts to maintain high availability but does not guarantee 100% uptime. The Services have a monthly 95.0% Availability target as described in Schedule 1 (SLA). During outages or maintenance, Dash Instances will continue to operate locally with existing information and may collect advertisement analytics; new updates will resume, and analytics will populate, when service is restored. Credits for Availability issues are minute-for-minute upon Customer request, are non-cash (term extension), and are the sole and exclusive remedy for Availability shortfalls, all as set out in the SLA (including exclusions and request windows).

5.3 Maintenance Windows.

DashScene may perform Scheduled Maintenance (advance notice where practicable) and Emergency Maintenance (without prior notice where necessary for security or stability). Maintenance is excluded from Downtime under the SLA. Scheduled and Emergency Maintenance notices are provided as described in Schedule 1 (SLA) §5 (Maintenance).

5.4 Third-Party Data & Dependencies.

The Services may rely on third-party data providers (e.g., weather, transit) and networks outside DashScene’s control. DashScene is not responsible for outages, inaccuracies, or interruptions from these external providers or networks, and such issues are excluded from Downtime as set out in the SLA.

5.5 Customer Environment & Limits.

Customer is responsible for providing a stable high-speed Internet connection, proper configuration, and Devices that meet DashScene’s recommended specifications. DashScene is not liable for delays, degraded performance, or interruptions caused by Customer networks, insufficient Device performance, or improper configuration.

5.6 Recommended Specifications.

When using Customer-provided hardware, Customer should ensure Devices meet the minimum and recommended processing power, memory, and operating system compatibility set out in the Documentation (for example, in any “System Requirements” or “Supported Devices” materials). Performance or feature limitations on under-spec Devices are not DashScene’s responsibility.

5.7 Service Changes; Beta Features.

DashScene may modify, improve, or discontinue features to enhance functionality, security, or comply with law/market conditions. DashScene may offer beta or experimental features on an as-is basis with no commitments regarding performance, support, or continued availability.

5.8 Fitness for Purpose.

Customer is solely responsible for determining the suitability of the Services for its intended purposes and outcomes.

5.9 Business Continuity.

DashScene maintains commercially reasonable business continuity and disaster-recovery practices appropriate to the scale of the Services. This is not a guarantee of results and remains subject to the SLA and force-majeure provisions.

5.10 Accessibility.

The core product involves non-interactive public displays and may not include features such as audio description or assistive navigation. Customer is responsible for ensuring that the deployment context and content comply with applicable accessibility requirements (e.g., local signage/communications laws). This does not limit DashScene’s commitment to reasonable accessibility for the DashScene Manager web interface where applicable.

5.11 Hardware Setup (Cross-Reference).

Unless Customer purchases DashScene-provided hardware, Customer is responsible for Device setup and configuration. Any third-party setup documentation is provided as a courtesy only. If Customer purchases a DashScene Device, Customer must supply a compatible display (a Dash Instance cannot operate without a display). See §7 (Hardware & Equipment) for installation disclaimers, shipping/title/risk, RMA, and warranty terms.

5.12 Display Technology and Screen Burn-In.

DashScene does not control the manufacturing, panel technology, or wear characteristics of Customer-provided displays (or any other third-party displays used with the Services). Customer is solely responsible for selecting appropriate displays and configuring content, brightness, and playback schedules to reduce the risk of display degradation, including image retention, ghosting, or screen burn-in. Without limiting §7.10 and §12, DashScene is not responsible for display-side artifacts or degradation (including image retention, ghosting, or screen burn-in), even where such effects occur in connection with Customer’s use of the Services.

6) Use of Service

6.1 Acceptable Use; Incorporated Policies.

Customer will comply with the Acceptable Use Policy (AUP) and all policies incorporated into these Terms (including the Privacy Policy, SLA, and—where applicable—the DPA). DashScene may update the AUP from time to time to reflect evolving threats and legal requirements. Material updates will be posted and become effective upon posting. If a material update materially and adversely affects Customer’s legitimate use, Customer may notify DashScene; the parties will work in good faith to address the concern.

6.2 Accounts, Authorized Users & Security.

Customer is responsible for:

1. maintaining the confidentiality of account credentials;
2. all activities under its accounts;
3. promptly notifying DashScene of any unauthorized access or suspected breach; and
4. limiting access to Authorized Users with least-privilege.

DashScene is not liable for losses resulting from failure to safeguard credentials. If Customer authorizes third parties to access the Services, Customer remains responsible for their compliance with these Terms and the AUP.

6.3 Permitted Use & Prohibited Conduct (general).

Customer will not use the Services for illegal, harmful, abusive, fraudulent, or infringing purposes, and will not:

1. access systems or data without authorization;
2. probe, scan, or test vulnerabilities;
3. hack, decompile, disassemble, reverse engineer, or otherwise attempt to derive source code (except to the extent such restriction is prohibited by law);
4. interfere with or disrupt the Services.

6.4 User Content: Ownership, License, and No Pre-Screening.

Customer retains ownership of User Content and grants DashScene a worldwide, non-exclusive, royalty-free license to host, store, reproduce, and display User Content solely as necessary to operate the Services (including technical formatting). DashScene does not monitor or pre-screen User Content; Customer is solely responsible for all materials it uploads or displays, including compliance with laws and advertising standards. No Endorsement: DashScene does not endorse User Content or third-party QR Code Destinations accessed via the Services.

6.5 Advertisements, QR Codes & Destinations.

Customer will not display misleading, deceptive, unlawful, or infringing advertisements. Customer is solely responsible for the accuracy, safety, and integrity of QR Codes and the QR Destinations they link to, including keeping URLs active and malware-free, and providing any legally required notices/consents where personal information is collected. DashScene may remove or disable access to content that violates these Terms or poses a risk.

6.6 API Keys, Instance Limits & Rate Limits (one key, one Dash Instance).

One key, one Dash Instance. Each API Key may be used only for a single Dash Instance at any given time. Customer must not reuse a single API Key across multiple Dash Instances (whether running on the same Device or across multiple Devices), or implement workarounds that have the effect of hiding or circumventing per-instance licensing or analytics. Each Dash Instance must authenticate using a single API Key; Customer must not modify the software or deployment to attach multiple API Keys to a single Dash Instance.

The system may automatically block or throttle attempts to violate these limits. Each additional Dash Instance requires its own subscription and setup via DashScene Manager. Customer will respect all documented rate limits, quotas, and concurrency caps and will not script or modify the software to increase refresh frequency or create functionally equivalent extra polling.

Customer may operate multiple Dash Instances on the same Device only where each Dash Instance uses its own valid API Key and subscription; such configurations may result in degraded performance and may be excluded from SLA coverage as described in Schedule 1.

6.7 Temporary Suspension & Enforcement.

DashScene may temporarily suspend or restrict access for maintenance, updates, security concerns, or policy violations. Where practicable, DashScene will provide notice and a reasonable opportunity to cure; immediate action may be taken for security, safety, legal, or operational emergencies. DashScene may remove or block content, rotate/revoke credentials, require configuration changes, or suspend affected use pending remediation.

6.8 High-Risk Activities.

The Services are not designed for hazardous or mission-critical environments requiring fail-safe performance (including life-support, medical devices, emergency services, air traffic control, nuclear facilities, or safety-critical navigation/communications). Customer must not use the Services for High-Risk Activities; DashScene disclaims liability arising from such use.

6.9 User Representations & Warranties.

Customer represents and warrants that it has authority to enter into these Terms; its use of the Services will comply with applicable laws, the AUP, and these Terms; and its User Content and QR Destinations do not infringe or violate third-party rights.

6.10 Monitoring & Audit for Abuse.

DashScene may monitor usage (including automated checks) to detect abuse, policy violations, or circumvention of limits (e.g., reuse of a single API Key across multiple Dash Instances). Where appropriate, DashScene may request cooperation, audit usage logs and configurations with reasonable prior notice (not more than once every twelve (12) months, except for suspected abuse or security issues), and may suspend affected use pending remediation.

6.11 API (Future Availability).

If DashScene makes any API available, use will require a valid API Key, be subject to rate limits, and may be modified or deprecated with at least ninety (90) days’ notice (except for security/emergency changes). Keys are confidential and must not be shared. Reverse engineering of API protocols, scraping, or exceeding documented limits is prohibited.

6.12 Copyright Complaints (Canada).

DashScene follows Canada’s Notice-and-Notice regime. Procedures appear in Appendix B (Canadian Notice-and-Notice Procedure) and apply to alleged infringement associated with User Content or QR-linked destinations. U.S. DMCA procedures do not apply.

6.13 Screen Mirroring & Display Replication.

Customer may use signal-distribution or mirroring technologies (e.g., HDMI splitters, matrix switchers, daisy-chained displays) with Dash Instances, provided such use does not:

1. increase API calls or polling frequency beyond documented limits, or
2. circumvent the “one key, one Dash Instance” rule in §6.6.

Analytics are measured per Dash Instance: mirrored screens driven by the same Dash Instance count as one for impression counts, playback duration, uptime, and similar metrics; QR code scans are attributed to the originating Dash Instance. Customer is responsible for any quality loss, latency, compatibility (e.g., HDCP/EDID), or cabling issues introduced by such equipment.

7) Hardware and Equipment

7.1 Scope and Key Terms.

This Section applies to all Devices used with the Services, whether provided by DashScene, the Customer, or third parties. For clarity in this Section only:

• DashScene Hardware means hardware sold, loaned, or otherwise provided by DashScene.
• Customer Hardware means any Device not provided by DashScene.

Ownership/title, shipping/risk of loss, warranty, and RMA/returns (see §7.8–§7.11) apply only to DashScene Hardware. All other provisions in this Section apply to all Devices. Nothing in this Section creates any warranty, return, or service obligation for Customer Hardware.

7.2 Customer Environment & Physical Security (all Devices).

Customer is responsible for providing and paying for all necessary utilities (including adequate and reliable power and high-speed Internet connectivity), proper ventilation and mounting, and physical security for Devices and any connected displays it owns or operates. DashScene is not liable for performance issues or damage to such Devices or displays arising from site conditions, utilities, cabling, mounting, environmental conditions, or tampering. (See also §5.5 and §5.12.)

7.3 Software Currency & Supported Configuration (all Devices).

Customer will keep Device operating systems, firmware, drivers, and security updates reasonably current and use supported versions. DashScene may require minimum versions of the DashScene client and/or OS to address security or stability risks. Devices running unsupported or materially outdated software may be restricted or suspended under §10.2 until remediated. DashScene is not responsible for incidents or degraded performance attributable to unpatched, end-of-life, or modified software on Customer-managed Devices. Downtime from such causes is excluded from SLA credits (see Schedule 1 (SLA) §3).

7.4 Legal Compliance (all Devices).

Customer is responsible for ensuring it has the legal right to operate Dash Instances at each location and for obtaining and maintaining any permits, licenses, approvals, or site consents required for installation and operation.

7.5 Installation & Third-Party Installers (all Devices).

DashScene does not provide installation or mounting services. If Customer engages a third-party installer, that contractor acts independently of DashScene; DashScene is not responsible for their services, workmanship, safety practices, or compliance with site rules. A Dash Instance requires a compatible display and network infrastructure; Customer must supply and maintain both.

No implied installation warranty: issues arising from Customer or third-party installation, mounting, cabling, site preparation, or environmental conditions are Customer’s responsibility and are excluded from the limited hardware warranty in §7.10. DashScene may pre-configure DashScene Hardware prior to shipment for a plug-and-play experience; pre-configuration is not installation and does not include on-site services.

7.6 Device Usage Restrictions (all Devices).

Devices must not be modified, rooted, reverse-engineered, or used outside the intended DashScene software environment. Unsupported modifications or third-party firmware may void any applicable warranty on DashScene Hardware. Use of signal-distribution/mirroring hardware (e.g., HDMI splitters, matrix switchers, daisy-chained displays) is permitted so long as it does not:

1. increase API calls or polling frequency, or
2. circumvent the “one key, one Dash Instance” rule in §6.6.

For analytics implications, see §6.13.

7.7 Compatibility & Required Display (all Devices).

Devices must be used with compatible displays and network infrastructure as specified in the Documentation. A Dash Instance cannot operate without a connected display.

7.8 Ownership; Title (DashScene Hardware only).

Unless expressly sold to Customer, DashScene Hardware remains DashScene’s property. For hardware that is sold, title transfers to Customer upon shipment and full payment. Loaned, demo, or evaluation units remain DashScene property and must be returned on request or at the end of the agreed period; unreturned units may be invoiced at the then-current replacement value.

7.9 Shipping, Delivery Terms & Risk of Loss (DashScene Hardware only).

Unless stated otherwise in an Order Form, DashScene Hardware ships FOB Origin (shipping point); risk of loss and damage transfers to Customer when DashScene delivers the hardware to the carrier at DashScene’s shipping location (without affecting title transfer under §7.8). Customer is responsible for freight charges, customs, duties, taxes, and cargo insurance. Customer must inspect shipments upon receipt and notify DashScene of any visible damage or shortage within five (5) business days and concealed damage within ten (10) business days to enable carrier claims.

7.10 Limited Hardware Warranty (DashScene Hardware only).

DashScene-sold hardware includes a 60-day limited warranty from shipment that the hardware will be free from defects in materials and workmanship under normal use and installation. Exclusive Remedies: At DashScene’s option, DashScene will repair or replace defective hardware returned under an RMA within the warranty period, or refund the purchase price less reasonable depreciation if repair/replacement is not feasible. This warranty does not cover:

1. damage from accident, abuse, misuse, neglect, improper storage/installation, liquids, or environmental conditions outside specifications;
2. cosmetic damage not affecting functionality;
3. Devices altered or serviced by anyone other than DashScene or its authorized providers;
4. software, configurations, or third-party peripherals;
5. normal wear and tear; or
6. display-side artifacts or degradation, including image retention, ghosting, or screen burn-in, even where occurring in connection with Customer’s use of the Services.

THIS LIMITED WARRANTY IS IN ADDITION TO, AND SUBJECT TO, THE DISCLAIMERS IN §12.

7.11 RMA & Returns (DashScene Hardware only).

All returns require an RMA and adherence to RMA instructions. Customer is responsible for freight costs to and from DashScene, as well as customs, duties, taxes, and insurance. Customer must package units in original or equivalent protective packaging, include all accessories, and insure for replacement value. Risk of loss during return transit remains with Customer until received by DashScene.

Process highlights:

1. obtain an RMA before shipping;
2. label the package with the RMA number;
3. ship within the RMA window;
4. units received without an RMA or not matching the RMA may be rejected or returned at Customer’s expense.

Advance replacement may be offered at DashScene’s discretion; if provided, Customer must return the replaced unit by the stated deadline or be invoiced for the replacement value.

Non-defect returns (if accepted at DashScene’s discretion) must be unused and in resalable condition with all original packaging and may be subject to a restocking fee at then-current rates.

7.12 Customer-Installed Software on Devices.

Where Customer receives a Device with DashScene software pre-installed, Customer may install additional third-party software on that Device at its own discretion, subject to this Agreement and the AUP. Customer is solely responsible for:

1. selecting, licensing, and paying for any such third-party software;
2. complying with all applicable license terms and legal requirements relating to that software; and
3. any security, stability, performance, or compatibility issues arising from that software.

Additional software that Customer installs is not part of the “Services” and is not supported by DashScene unless expressly agreed in an Order Form. For clarity, Customer’s installation or combination of additional software on a Device does not expand DashScene’s obligations under any open-source license beyond those that apply to the DashScene software as originally provided by DashScene with the Device.

8) Data and Privacy

8.1 Overview; Incorporated Documents.

This Section summarizes key data-handling terms. DashScene’s collection, use, and disclosure of Personal Information when acting as a PIPEDA “organization” is described in the Privacy Policy available on the DashScene website. DashScene’s processing of Customer Personal Information in accordance with the Customer’s Documented Instructions within the Services is additionally governed by the Data Processing Addendum (DPA, Schedule 2).

If there is a conflict on data-processing obligations for Customer Personal Information, the DPA controls; otherwise, these Terms and the Privacy Policy apply together.

8.2 Roles and Responsibilities.

1. Customer accountability for Customer Personal Information.
   As between the parties, Customer is responsible for Customer Personal Information that it or its Authorized Users submit to, or configure to be processed through, the Services (including information about Customer End Users). This includes:
   • identifying and documenting the purposes for which it collects, uses, and discloses such information about individuals;
   • providing all notices and obtaining all consents required under applicable privacy laws (including PIPEDA, applicable provincial laws, and CASL) for those collections and uses; and
   • ensuring that its instructions to DashScene (including configurations for QR Destinations and Third-Party Services) comply with applicable law and these Terms.
   For clarity, this paragraph applies primarily to Business Customers that use the Services to communicate with or advertise to Customer End Users (for example, by configuring QR Destinations, sign-up flows, or campaigns). A Customer who is a Consumer (as defined in §2) typically generates only limited Customer Personal Information, and DashScene’s handling of their own account, billing, telemetry, and QR scan metadata is described in the Privacy Policy.
2. DashScene (organization vs. service provider).
   • When DashScene processes Service Data (e.g., account, billing, telemetry, security logs) it acts as a PIPEDA “organization” as described in the Privacy Policy.
   • When DashScene processes Customer Personal Information in accordance with Customer’s Documented Instructions within the Services, it acts as a service provider / processor and will process such data only as permitted under these Terms and the DPA (Schedule 2).
3. QR Destinations and third-party sites. QR Destinations and other third-party websites or services configured by Customer are controlled by Customer or its providers and are governed by their own terms and privacy policies. Customer is solely responsible for ensuring that such destinations and services comply with applicable law and that any collection of Personal Information via those destinations is covered by an appropriate privacy policy and required notices/consents.

8.3 Data Location and Transfers.

Production systems for the DashScene platform (DashScene Manager, DashServer, and Dash Instances) are hosted in Canada. Limited ancillary processing for the marketing website, communications tools, or payment processing may occur outside Canada by trusted service providers, as described in the Privacy Policy and the Subprocessor List.

When Personal Information is accessed or processed outside Canada, DashScene will apply appropriate contractual, technical, and organizational safeguards. Personal Information processed in another country may be subject to lawful access by authorities in that jurisdiction, as described in the Privacy Policy.

8.4 Subprocessors.

Customer authorizes DashScene to use Subprocessors (third-party service providers) to provide the Services, including hosting, payment processing, and website analytics, as described in the Privacy Policy and the DPA (Schedule 2). DashScene will impose on all Subprocessors data-protection obligations that are no less protective than those set out in the DPA.

As between the parties, DashScene remains responsible for managing its Subprocessors and for their compliance with such data-protection obligations, subject to the exclusions and limitations of liability in §11 (Limitation of Liability) and the service-level exclusions in Schedule 1 (SLA). For clarity, outages, inaccuracies, or interruptions caused by Subprocessors or other third-party networks are handled under §5 (Service Delivery) and the SLA.

DashScene will maintain an up-to-date Subprocessor list at a DashScene-designated URL and will provide at least thirty (30) days’ prior notice of any material addition or replacement of a platform Subprocessor. If Customer reasonably objects on privacy or security grounds and the parties cannot resolve the objection in good faith, Customer may terminate the affected Service and receive a pro-rata refund of prepaid, unused fees for the terminated portion, as further described in the DPA and these Terms.

8.5 Security.

DashScene implements administrative, technical, and physical safeguards appropriate to the nature and sensitivity of the Personal Information it processes, as outlined in the Privacy Policy and DPA (Schedule 2). These safeguards are designed to protect against loss, theft, misuse, unauthorized access, disclosure, alteration, and destruction.

Customer remains responsible for maintaining the security of its own accounts, credentials, networks, Devices, and QR Destinations, and for applying appropriate access controls and internal policies for its administrators and Authorized Users.

8.6 Security Incidents and Breach Notification.

If DashScene confirms a Security Incident (as defined in these Terms or the DPA) involving Customer Personal Information in DashScene’s possession or control, DashScene will notify Customer without undue delay and as soon as feasible after a Security Incident and will take appropriate remedial actions, as further described in the DPA (Schedule 2) and the Privacy Policy.

Where DashScene is itself required by applicable law to notify affected individuals or privacy regulators of a breach of security safeguards that presents a real risk of significant harm, DashScene will do so in accordance with PIPEDA and applicable provincial laws. For Security Incidents involving Customer Personal Information that DashScene processes in accordance with Customer’s Documented Instructions, Customer, as the “organization” under PIPEDA, remains responsible for determining whether notification of individuals (including Customer End Users) or regulators is required and for making any such notifications. DashScene will provide reasonable cooperation as described in the DPA.

Exclusions. For purposes of this §8.6, “Security Incident” does not include:

1. unsuccessful attempts or activities that do not compromise data (for example, pings, port scans, or credential-stuffing attacks that do not result in account takeover); or
2. incidents solely attributable to Customer’s failure to secure its accounts, credentials, networks, QR Destinations, or Devices under its control.

For incidents under (ii), DashScene will, where feasible, make relevant logs available and reasonably cooperate with Customer’s investigation, but Customer is responsible for any notices it is legally required to provide as a result of its own security practices.

8.7 Aggregated and De-Identified Analytics.

DashScene may create and use Aggregated Data derived from Customer Data and/or Service Data to operate, maintain, improve, and market the Services, provided such data does not identify any individual or Customer. Aggregated Data may include further aggregation of non-identifying analytics or metrics that DashScene provides to Business Customers (for example, QR scan counts per advertisement or per Dash Instance), so long as the resulting data does not identify any individual or Customer.

Customer retains ownership of its underlying business and advertising data. DashScene owns Aggregated Data and does not “sell” Customer Personal Information. Additional information about Aggregated and de-identified analytics appears in the Privacy Policy. For clarity, DashScene’s obligations to export or delete Customer Data or Customer Personal Information do not require deletion or alteration of Aggregated Data, provided that such data does not identify any individual or Customer.

8.8 QR Scan Logs (Special Case).

For flood/abuse protection and analytics integrity, DashScene logs the IP address, timestamp, user-agent, and a QR asset identifier when a viewer scans a DashScene-generated QR Code. The QR asset identifier is used to associate the scan with a specific advertisement and Dash Instance for reporting and analytics purposes. DashScene retains QR-scan IP addresses for seven (7) days and then deletes them; aggregate counts and other non-identifying metrics derived from scans may be retained as Aggregated Data.

These advertisement-level QR analytics are available only in subscriptions that include advertising features (typically Business Customers). Consumer Customers who use the Services solely for personal, family, or household purposes do not have advertisement tracking enabled. Handling of QR scan metadata is further described in the Privacy Policy. Customer is responsible for ensuring that QR Destinations configured in the Services comply with applicable privacy, anti-spam (CASL), advertising, and consumer-protection laws.

8.9 Third-Party Services and Destinations.

Some functionality or the marketing website may involve Third-Party Services operating under their own terms and privacy practices. DashScene is not responsible for such third parties, but will take reasonable steps to limit disclosures and require appropriate safeguards where acting as an “organization” under PIPEDA, as described in the Privacy Policy.

For clarity, QR Destinations and third-party services configured by Customer are deemed Customer-controlled, and Customer is solely responsible for their compliance with law, the AUP, and these Terms.

8.10 Retention, Export, and Deletion.

DashScene retains Service Data, analytics data, and Customer Data for the duration of the applicable subscription term and thereafter only for as long as reasonably necessary to fulfill the purposes described in these Terms, the Privacy Policy, and the DPA (Schedule 2), subject to legal requirements and standard backup cycles and the defined retention schedules described in the Privacy Policy.

Upon termination or expiration of the Services, DashScene will provide post-termination data export and deletion of Customer Data as set out in §10 (Termination and Suspension) and the DPA, including self-service export (e.g., CSV) and deletion from active systems within a reasonable period. Additional details about retention and deletion practices — including for QR scan logs, Service Data, analytics data, and backups — appear in the Privacy Policy.

9) Intellectual Property

9.1 Ownership; Reservation of Rights.

As between the parties, DashScene and its licensors own all right, title, and interest in and to the DashScene Materials (including the Services, software, interfaces, Documentation, templates, sample creatives, designs, logos, and other materials), together with all related intellectual property rights. Except for the limited rights expressly granted in these Terms, no licenses or rights are granted by implication, estoppel, or otherwise. Customer may not remove or alter proprietary notices on the DashScene Materials.

9.2 User Content; Limited License to DashScene.

Customer retains ownership of User Content. As set out in §6.4, Customer grants DashScene a worldwide, non-exclusive, royalty-free license to host, store, reproduce, and display User Content solely as necessary to operate and support the Services (including technical formatting and transmission). DashScene is not responsible for User Content uploaded or displayed by Customer.

9.3 Trademarks; Publicity.

DashScene’s names, logos, and marks are trademarks of DashScene or its licensors. Customer may not use DashScene trademarks except as permitted by these Terms or with DashScene’s prior written consent.

Publicity. Unless Customer opts out by written notice, DashScene may use Customer’s name and logo in a customary manner on websites, proposals, and customer lists. Case studies, quotes, and press releases require Customer’s prior written consent. Any use will follow Customer’s reasonable brand guidelines and does not imply endorsement.

In-Product Branding. Customer acknowledges that certain versions or tiers of the Services may include DashScene branding embedded in the DashScene software itself (for example, “Powered by DashScene” notices, logos, or similar marks displayed on Dash Instances or in default layouts). Customer must not, and must not permit any third party to, remove, obscure, or alter such branding except

1. where DashScene provides a configuration option within the Services to do so, or
2. as expressly permitted in an Order Form (for example, a paid white-label or branding-removal option).

For clarity, DashScene does not add its own branding to Customer-generated QR codes or to QR destinations configured by Customer, and this restriction does not prohibit Customer from removing or replacing any DashScene decals or labels physically affixed to Devices that Customer owns or has purchased from DashScene.

9.4 Feedback.

If Customer or its users provide ideas, suggestions, or other feedback regarding the DashScene Materials or Services (“Feedback”), DashScene may use the Feedback for any purpose without obligation, attribution, or compensation, and Customer irrevocably assigns (or, to the extent not assignable, grants a perpetual, irrevocable, worldwide, royalty-free license to) all rights in the Feedback to DashScene.

9.5 Open-Source Software.

The Services may include or interface with open-source components licensed under their own terms. To the extent required by those licenses, such terms govern Customer’s use of those components. DashScene will make required open-source notices available for any DashScene software that it distributes to Customer or that is downloaded to/run on Customer devices or browsers (for example, in an included notices file or similar), and will also provide such notices to any Customer upon written request.

9.6 DashScene IP Indemnity (narrow).

DashScene will defend Customer against any third-party claim alleging that the Services, as provided by DashScene and used by Customer in accordance with the Documentation, infringe a Canadian patent, copyright, or trademark, and will pay damages and costs finally awarded (or agreed in settlement) arising from such claim.

9.7 Exclusions.

DashScene has no obligations under §9.6 for claims to the extent they arise from:

1. User Content or Customer Data;
2. use of the Services not in accordance with the Documentation or these Terms;
3. modification not made by DashScene;
4. combination or use with items, data, software, hardware, or processes not provided by DashScene; or
5. Customer’s continued use after DashScene provides a non-infringing alternative.

9.8 Conditions.

DashScene’s obligations under §9.6 are conditioned on Customer:

1. providing prompt written notice of the claim;
2. granting DashScene sole control of the defense and settlement (provided that any settlement releasing Customer from liability and imposing no admission of wrongdoing on Customer will not require Customer’s further consent);
3. providing reasonable cooperation and assistance.

Customer may participate with its own counsel at its own expense.

9.9 Remedies.

If the Services are (or in DashScene’s opinion likely to be) enjoined, DashScene may, in its discretion:

1. modify the Services to be non-infringing;
2. replace the Services with non-infringing alternatives of materially equivalent functionality; or
3. terminate the affected Services and provide a pro-rata refund of prepaid, unused fees for the terminated portion.

9.10 Exclusive Remedy.

This §9 states Customer’s exclusive remedy for third-party claims that the Services infringe intellectual property rights.

10) Termination and Suspension

10.1 Termination by Customer.

Customer may terminate at any time; termination is effective at the end of the then-current prepaid term.

10.2 Suspension; Termination for Cause.

DashScene may suspend or terminate the Services, in whole or in part, for:

1. non-payment or repeated failed payments;
2. breach of these Terms or the AUP;
3. security, safety, legal, or operational risks (including suspected fraud, malware, or abusive traffic);
4. violation of export/sanctions or other applicable laws; or
5. use that materially interferes with the Services.

Where practicable, DashScene will provide notice and a reasonable opportunity to cure before suspension; immediate action may be taken for urgent security/safety/legal issues. Reinstatement after suspension or termination for cause may require remediation and/or reactivation fees.

10.3 DashScene-Initiated Termination (No Customer Breach).

To the extent permitted by law, DashScene may terminate the Services (in whole or in part) for business, operational, or legal reasons not arising from Customer’s breach upon at least thirty (30) days’ prior written notice. If DashScene exercises this right:

1. DashScene will provide a pro-rata refund of prepaid, unused subscription fees for the terminated Services, calculated from the effective date of termination (rounded up to the nearest full month where applicable);
2. no refunds are due for hardware purchases, shipping, taxes, or third-party fees; and
3. Customer’s sole and exclusive remedy for such termination is the refund described above.

For clarity, this right is separate from DashScene’s right to suspend or terminate for cause under §10.2. DashScene will continue to provide the post-termination data export described in §10.4 during the applicable access window.

10.4 Post-Termination Access & Data Export.

After termination (for any reason), DashScene may provide limited access (e.g., 30 days) for Customer to export available data via self-service tools in CSV format. Assets (e.g., advertisement files) can be downloaded in the format originally provided. Certain derived or ephemeral data (e.g., intermediate data used solely to generate QR codes) may not be retained or available. Upon request, DashScene may offer custom export packaging as a separate professional service at then-current rates.

10.5 Deletion of Customer Data.

Following the post-termination access window, DashScene will permanently delete Customer Data from active systems in accordance with its retention policies and Schedule 2 (DPA), subject to legal retention requirements and standard backups (which are later purged in the ordinary course). Additional details about retention and deletion practices are described in the Privacy Policy.

10.6 Outstanding Obligations; No Further Charges.

Termination does not relieve Customer of payment obligations accrued before the effective termination date; all such amounts remain due. Once an account is fully terminated and all outstanding invoices are paid, no additional charges will accrue. Any subsequent use requires a new subscription.

10.7 Refunds on Termination Events.

• By DashScene under §10.3 (DashScene-Initiated Termination (No Customer Breach)): Refunds apply as described in §10.3.
• By DashScene for cause or by Customer: No refunds of prepaid fees apply, except as otherwise required by law or expressly stated in these Terms (e.g., §4.12 money-back guarantee for new Services). For clarity, no refunds are provided for hardware.

10.8 Immediate Discontinuation for Legal/Security Reasons.

DashScene may discontinue or materially limit the Services immediately where reasonably necessary to comply with law, sanctions/export restrictions, or to address a material security or safety risk. In such cases, DashScene will provide the pro-rata refund described in §10.3 as soon as practicable and will make reasonable efforts to provide short-term access for data export under §10.4.

10.9 Effect of Termination.

Upon any termination of the Services, Customer’s rights to access and use the Services cease as of the effective termination date, subject to §10.4 (Post-Termination Access & Data Export). Provisions that by their nature should survive termination (e.g., payment obligations accrued before termination, confidentiality, IP, data/Privacy, disclaimers, limitations of liability, dispute resolution) survive as set out in §18 (Severability and Survival).

11) Limitation of Liability

11.1 Exclusion of Certain Damages.

To the maximum extent permitted by law, DashScene will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages; loss of profits or revenue; loss of data; loss of goodwill; or business interruption, even if advised of the possibility of such damages.

11.2 Liability Cap.

To the maximum extent permitted by law, DashScene’s total aggregate liability for all claims arising out of or relating to these Terms or the Services will not exceed the fees paid by Customer to DashScene for the affected Services during the twelve (12) months immediately preceding the event giving rise to liability (excluding hardware purchase amounts). For free or beta features, the cap is CAD $100. This cap is a collective limit and applies even if multiple claims are asserted or multiple parties bring claims.

11.3 Scope of Application.

The exclusions and limitations in this §11 apply to any theory of liability, whether in contract, tort (including negligence), strict liability, statute, or otherwise, and even if any remedy fails of its essential purpose.

11.4 Third-Party Claims Not Expansive.

DashScene’s liability will not be increased or extended by any third-party claims that arise from or relate to Customer’s content, acts or omissions, or use of hardware or third-party services.

11.5 Force Majeure.

DashScene is not liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including natural disasters, acts of government, labor disputes, power outages, or telecommunications/Internet disruptions.

11.6 Non-Excludable Liability.

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law.

12) Disclaimer of Warranties

12.1 As-Is / As-Available.

Except as expressly provided in these Terms (including §7.10 (Limited Hardware Warranty) and Schedule 1 (SLA)), the Services— including software, hosted components, and any DashScene-provided hardware—are provided “as is” and “as available.”

12.2 No Implied Warranties.

To the maximum extent permitted by law, DashScene disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment, and title. DashScene does not warrant that the Services will be uninterrupted, error-free, secure, or free of defects.

12.3 Information Accuracy; Third-Party Data.

DashScene makes no guarantees regarding the accuracy, completeness, or timeliness of information displayed through the Services, particularly where content or data is sourced from third-party providers or networks outside DashScene’s control (see §5 and §8).

12.4 Beta / Experimental Features.

Without limiting the foregoing, any beta, preview, or experimental features are provided as-is, may be changed or discontinued at any time, and are excluded from any warranties or commitments (including availability targets) unless expressly stated otherwise.

12.5 Use at Your Own Risk.

Customer acknowledges that use of the Services is at Customer’s own risk and that the Services may depend on Customer-controlled environments (e.g., Devices, networks, venue conditions) and third-party services or data beyond DashScene’s control.

12.6 Non-Excludable Rights.

Nothing in this §12 limits or excludes any non-waivable statutory rights or warranties that cannot be limited or excluded under applicable law (including certain consumer protections).

13) Indemnification

13.1 Customer Indemnity.

Customer will defend, indemnify, and hold harmless DashScene Systems Incorporated, its Affiliates, and their respective directors, officers, employees, contractors, and service providers (collectively, the “DashScene Indemnified Parties”) from and against any and all Claims and Losses arising out of or relating to:

1. User Content, Ads, QR Codes, and Destinations — including the content Customer uploads or displays, the safety/accuracy of QR Codes and any QR Destinations, and compliance with applicable advertising standards, public-decency rules, and venue/municipal bylaws;
2. AUP/Terms Violations & Unlawful Use — any use of the Services in violation of these Terms or the AUP, including misleading or deceptive advertising, infringement of third-party intellectual-property or publicity/privacy rights, or use in High-Risk Activities;
3. Customer Environment & Installations — Customer’s Devices, networks, site conditions, or installation/mounting performed by Customer or third-party installers (including property damage, personal injury, or non-compliance with site rules), and any modification or rooting of Devices contrary to §7;
4. Privacy/CASL/Data — Customer’s collection or processing of personal information (including via QR Destinations), failure to provide required notices/consents, sending of CEMs in violation of CASL, or other privacy/data-protection non-compliance attributable to Customer’s configuration, content, or instructions;
5. Export/Sanctions & Legal Compliance — Customer’s breach of applicable export, trade-sanctions, or other laws; and
6. Customer Breach — any other breach of these Terms or misrepresentation by Customer.

For purposes of this §13, “Claim” means any third-party claim, demand, suit, action, arbitration, governmental inquiry, regulatory proceeding, fine, or penalty, and “Losses” means all damages, settlements, judgments, penalties, fines, costs, and reasonable legal and professional fees.

13.2 Procedure.

DashScene will:

1. provide prompt written notice of any Claim (a delay relieves Customer only to the extent materially prejudiced);
2. grant Customer sole control of the defense and settlement (provided any settlement fully releases the DashScene Indemnified Parties and imposes no admission of wrongdoing or non-monetary obligations on them without their consent); and
3. provide reasonable cooperation at Customer’s expense.

13.3 No Duplicative Obligations; Relationship to §9.

This §13 addresses Customer’s indemnity obligations. DashScene’s indemnity obligations (for IP claims alleging the Services themselves infringe) are set out exclusively in §9 (Intellectual Property) and are subject to the exclusions and remedies stated there.

13.4 Interim Relief.

Nothing in this §13 limits the right of any party to seek injunctive or other equitable relief to prevent or curtail imminent harm.

14) Export Compliance and Jurisdiction Limits

14.1 Territorial Availability; Local Law.

The Services are offered and operated primarily in Canada. DashScene makes no representation that the Services are appropriate or available for use outside Canada. If Customer accesses or deploys the Services from outside Canada, Customer does so at its own risk and is responsible for compliance with all applicable local laws and regulations in the deployment location.

For clarity, as of the Effective Date, the Services are not offered in the Province of Québec, and DashScene may decline accounts or deployments that would require compliance with Québec-specific consumer-protection or language-of-commerce requirements until DashScene supports such use.

The fact that certain features, feeds, data sets, or content within the Services may reference, include, or display information relating to locations, routes, agencies, or services outside Canada does not constitute an offer of the Services in those other jurisdictions, nor a representation that the Services are supported, suitable for, or compliant with local legal, regulatory, or operational requirements in those locations.

14.2 Export, Trade Controls & Sanctions.

Customer represents and warrants that it and its Authorized Users are not:

1. subject to Canadian or other applicable sanctions, export, or trade restrictions;
2. located in, organized under the laws of, or ordinarily resident in a prohibited or embargoed jurisdiction; or
3. restricted parties under applicable laws.

Customer will not use, export, re-export, transfer, or provide access to the Services (including any software, technology, or DashScene-provided hardware) in violation of Canadian export, trade-control, or sanctions laws or any other applicable laws.

14.3 Prohibited End Uses; Restricted Parties.

Customer will not permit access to, or use of, the Services by any restricted party, in any prohibited destination, or for any prohibited end use under applicable law. Customer is responsible for obtaining any required government authorizations for its deployments and for screening its users and counterparties as required by law.

14.4 Enforcement; Immediate Measures.

Where reasonably necessary to comply with applicable sanctions, export, or trade-control laws—or upon becoming aware of restricted-party involvement, prohibited destinations, or prohibited end uses—DashScene may suspend or discontinue the Services in whole or in part. See §10.8 (Immediate Discontinuation for Legal/Security Reasons) and §10.3 (DashScene-Initiated Termination (No Customer Breach)) for refund and data-export terms.

14.5 Ongoing Compliance.

Upon DashScene’s reasonable request, Customer will provide information or attestations reasonably necessary to verify compliance with this §14. Failure to provide such information may result in suspension under §10.2.

15) Change of Ownership and Assignment

15.1 Change of Ownership (DashScene).

In the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all of DashScene’s assets or voting securities (a “Change of Ownership”), these Terms (together with all related rights and obligations) will automatically transfer to the applicable successor or acquiring entity and remain binding on Customer. Where practicable, DashScene will provide notice of a Change of Ownership via the dashboard or email. The successor remains bound by these Terms (including §8 Data & Privacy and any DPA/SLA in effect).

15.2 Assignment.

1. By DashScene. DashScene may assign or delegate these Terms, in whole or in part, to any Affiliate or to a successor in connection with a Change of Ownership, without prior notice.
2. By Customer. Customer may assign these Terms, in whole or in part, to:
   1. an Affiliate; or
   2. a successor in connection with a merger, acquisition, or sale of all or substantially all of Customer’s business or assets;
   provided that the assignee or successor is not a prohibited or restricted party under §14. If Customer has been approved for payment by invoice or other post-paid terms under §4, any such assignment that changes the legal entity responsible for payment requires DashScene’s prior written consent (which will not be unreasonably withheld, conditioned, or delayed). DashScene may condition such consent on the successor entering into updated payment or credit terms, including reverting the account to prepaid credit-card billing unless and until the successor is separately approved for invoice or other post-paid terms under §4. Any other assignment, delegation, or transfer of these Terms by Customer is void.
3. Continued Performance. Subject to §10 (Termination and Suspension), Customer remains responsible for all obligations that accrued before the effective date of any permitted assignment. From that date onward, the assignee is deemed to be the “Customer” under these Terms, and its access to or use of the Services constitutes its agreement to be bound by these Terms.

15.3 Independent Relationship.

The parties are independent contracting parties. Nothing in these Terms creates a partnership, joint venture, employment, fiduciary, or agency relationship.

15.4 No Third-Party Beneficiaries.

There are no third-party beneficiaries to these Terms; rights and obligations are solely between DashScene and Customer.

15.5 Subcontracting.

DashScene may subcontract performance of the Services (including to service providers). As between the parties, DashScene remains responsible for managing its subcontractors and for their performance under these Terms, subject to the exclusions and limitations of liability in §11 (Limitation of Liability) and the service-level exclusions in Schedule 1 (SLA). Subprocessing of Customer Personal Information by any subcontractor is additionally governed by §8 (Data & Privacy) and the DPA (Schedule 2).

15.6 Successors and Assigns.

Subject to the restrictions in §15.2, these Terms are binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

16) Dispute Resolution

16.1 Informal Resolution.

Before commencing arbitration, court proceedings, or small-claims actions, the parties will attempt in good faith to resolve disputes informally. Either party may initiate this process by sending a written notice describing the dispute; the parties will meet (virtually or in person) within 30 days of notice.

16.2 Agreement to Arbitrate (Business Customers; to the extent permitted by law).

Except for claims that may be brought in small claims court or for injunctive relief, any dispute, controversy, or claim between DashScene and a Customer that is not a Consumer will be resolved by private, confidential, and binding arbitration in Ontario under the Ontario Arbitration Act, 1991 (SO 1991, c 17).

• The arbitration will be conducted by a single arbitrator agreed by the parties, or failing agreement, appointed by a judge of competent jurisdiction in Ontario.
• The seat/place of arbitration is Ontario, the language is English, and the proceedings and award are confidential, except to the extent disclosure is reasonably necessary to enforce or challenge the award in court, comply with law or a court order, or obtain professional advice subject to confidentiality.
• The arbitrator may award monetary damages and equitable relief consistent with these Terms. Judgment on the award may be entered in any court of competent jurisdiction.

16.3 Consumers (arbitration optional).

If Customer is a Consumer, any term requiring disputes to be submitted only to arbitration is not binding on that Consumer to the extent prohibited by applicable consumer-protection laws (including, where applicable, the Consumer Protection Act, 2002 (Ontario)). A Consumer may bring claims in court or, if both parties agree after the dispute arises, by arbitration. Nothing in these Terms limits any non-waivable Consumer rights.

16.4 Class and Representative Actions Waiver (to the extent permitted by law).

To the extent permitted by law, the parties waive any right to have disputes heard as a class, collective, or representative action. This waiver does not apply to Consumers where prohibited by law. If a court finds this waiver unenforceable with respect to a particular dispute or party, the waiver will be severed only as to that dispute or party, and the remainder of this §16 will continue in effect.

16.5 Small-Claims and Injunctive Relief.

Notwithstanding anything to the contrary in this §16, either party may:

1. bring an individual action in an Ontario small-claims court, and/or
2. seek temporary, preliminary, or permanent injunctive relief in the courts of Ontario, Canada, to protect its confidential information, intellectual property, or the security of the Services.

16.6 Governing Law; Venue.

These Terms are governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict-of-law rules. For permitted court proceedings, the exclusive venue is the courts of Ontario, Canada.

16.7 Non-Waiver.

A failure or delay by either party to enforce any right or provision of these Terms will not constitute a waiver of that right or provision.

17) Modifications to Terms

17.1 How Changes Occur.

DashScene may modify or update these Terms from time to time. Updated Terms will be posted with a revised “Effective Date” and, where required by this §17, accompanied by notice to Customer.

17.2 Minor vs. Material Changes.

1. Minor Changes (e.g., clarifications, grammar/formatting, non-substantive updates, new features that do not reduce rights or add obligations) become effective upon posting.
2. Material Changes are changes that materially reduce Customer’s rights or impose new material obligations with respect to the Services. For Material Changes, DashScene will provide at least thirty (30) days’ prior notice via email to the primary admin and/or through the DashScene Manager dashboard, unless a shorter period is reasonably necessary to comply with law or to address security, safety, or operational exigencies.

17.3 Your Options for Material Changes.

If a Material Change materially and adversely affects Customer’s legitimate use of the Services during a current prepaid term, Customer may object by written notice and either:

1. work with DashScene in good faith to resolve the concern before the effective date; or
2. if unresolved, terminate the affected Services effective on the Material Change’s effective date and receive a pro-rata refund of prepaid, unused fees for the terminated portion.

This §17.3 does not apply to:

1. changes required by law,
2. security/safety updates,
3. price changes (governed by §4.10),
4. AUP updates (see §6.1), or
5. SLA adjustments handled per Schedule 1

17.4 No Retroactivity; Existing Disputes.

Changes to these Terms do not apply retroactively to events or disputes that arose before the change’s Effective Date, except where required by law.

17.5 Form of Amendments.

No oral or informal statements (including emails, support responses, or sales discussions) modify these Terms or any Order Form. Changes to these Terms occur only as described in this §17. Commercial terms such as pricing, quantities, and subscription duration may be set out or updated in an Order Form, subject to the order of precedence in §19.1.

18) Severability and Survival

18.1 Severability (Reformation).

If any provision of these Terms is held invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, that provision will be enforced to the maximum extent permitted by law and reformed as necessary to achieve, as nearly as possible, the intent of the original provision, and the remaining provisions will remain in full force and effect. For avoidance of doubt, severability in relation to class/representative actions is governed by §16.4.

18.2 Survival.

The following survive termination or expiration of the Services or these Terms, as applicable, together with any other provisions that by their nature should survive:

• Hardware & Equipment (§7), to the extent applicable to DashScene Hardware purchased or provided before termination (including ownership/title, risk of loss, limited hardware warranty, and RMA/returns);
• Payment Obligations accrued before termination, including late fees, collections, and related costs (§4, §10.6);
• Confidentiality (§3.4), for the period stated therein (and, for trade secrets, for so long as they remain trade secrets);
• Data & Privacy (§8), including retention/deletion commitments, Aggregated Data rights, and DPA obligations (Schedule 2);
• Intellectual Property (§9), including ownership, license scope/limitations, Feedback, OSS notices, and IP indemnity terms;
• Termination Mechanics (§10) to the extent applicable post-termination (e.g., data export, deletion, refunds under §10.3/10.8);
• Limitation of Liability (§11) and Disclaimer of Warranties (§12);
• Indemnification (§13);
• Export Compliance and Jurisdiction Limits (§14);
• Change of Ownership and Assignment (§15);
• Dispute Resolution (§16) and Governing Law/Venue (§16.6); and
• Schedules and Referenced Policies (including Schedule 1 (SLA) and Schedule 2 (DPA)) to the extent necessary to give effect to surviving obligations.

19) Entire Agreement

19.1 Order of Precedence.

If there is any conflict among documents, the following order controls within their respective subject matter (in descending priority): (1) the Order Form (pricing, quantities, term, and expressly stated commercial terms only); (2) Schedule 2 (Data Processing Addendum / DPA) with respect to data-protection and privacy obligations for processing Customer Personal Information; (3) Schedule 1 (Service Level Agreement / SLA) with respect to service levels, availability targets, and credits; (4) these Terms (including any Appendices attached hereto); (5) the Privacy Policy (as a standalone policy); (6) the Acceptable Use Policy (AUP) and any other policies referenced in these Terms; and (7) the Documentation (including admin/user guides and technical specifications). For avoidance of doubt, to the extent the Privacy Policy and the DPA conflict on data-processing obligations for Customer Personal Information, the DPA controls (see §8.1).

This order applies only in the event of a direct conflict. Silence in a higher-priority document is not a conflict; in that case, the next document in the hierarchy governs to the extent it addresses the topic. Where multiple documents address a subject without inconsistency, their terms apply cumulatively. Where a document states that a remedy or process is “sole and exclusive,” that exclusivity controls within its subject matter.

19.2 Entire Agreement.

These Terms, together with the Order Form, the DPA (Schedule 2), the SLA (Schedule 1), the Privacy Policy, the AUP, any Appendices to these Terms, and the Documentation expressly referenced herein, constitute the entire agreement between Customer and DashScene regarding the Services and supersede all prior or contemporaneous understandings or communications on the subject matter.

19.3 Purchase Orders and Other Terms Rejected.

Any terms contained in a Customer purchase order, vendor portal, or other Customer document that are in addition to or inconsistent with this agreement are void and of no effect, unless expressly agreed in a written amendment signed by both parties.

20) Contact and Support

20.1 Contact Consent.

By using the Services, Customer consents to receive essential service-related communications (e.g., billing notices, account updates, policy changes, and critical system notifications) via email or through the DashScene Manager dashboard. Customer may opt out of non-essential or marketing communications as described in the Privacy Policy.

20.2 Formal Notices.

1. Method. All formal or legal notices under these Terms must be sent by:
   1. email to the primary contact email address on record for the receiving party (for Customer, as set in its account or Order Form; for DashScene, as set out in §20.4); or
   2. for DashScene only, postal mail to the mailing address set out in §20.4, and for Customer only where Customer has provided a mailing address in an Order Form or its account profile.
2. Deemed Receipt. Notices sent by email are deemed received when successfully delivered (i.e., no bounce-back or delivery-failure message is generated). Notices sent by postal mail are deemed received on the tenth (10th) business day after mailing, unless actual receipt occurs earlier.
3. Address Updates. Either party may update its notice email address (and, if applicable, mailing address) by written notice in accordance with this §20.2.

20.3 Support Availability.

DashScene provides support during regular business hours (Monday to Friday, 9:00 a.m. to 5:00 p.m. Eastern Time, excluding Canadian statutory holidays) through email and, where available, in-product support tools within the DashScene Manager dashboard. Support requests may be submitted via:

• Email: support@dashscene.com
• Any in-product or online support tools DashScene makes available from time to time.

20.4 Mailing Address and Legal Contact.

DashScene Systems Incorporated
10-1338 Wellington Street West
c/o Wellington Cowork
Ottawa, ON K1Y 3B7
Canada

Email for legal correspondence: legal@dashscene.com

Email for privacy matters: privacy@dashscene.com

20.5 CASL Compliance.

DashScene may send Customer CEMs consistent with CASL. Customer may withdraw consent to CEMs at any time using the unsubscribe mechanisms included in each message. DashScene may continue to send transactional or service-related messages necessary to provide the Services.

20.6 General Inquiries.

For general questions about the Services, Terms, or policies, please contact info@dashscene.com or use the contact form available on our website at https://dashscene.com.

21) Acknowledgment

By accessing or using the Services, the Customer acknowledges that it has read, understood, and agrees to be bound by these Terms, including all Schedules (SLA and DPA) and referenced policies (the Privacy Policy, the Acceptable Use Policy, and any other applicable DashScene policies).

If the Customer uses the Services on behalf of an organization, the individual accepting these Terms represents and warrants that they have the authority to bind that organization, and that the organization accepts these Terms as the Customer.

Continued access to or use of the Services after any updates take effect constitutes the Customer’s acknowledgment and acceptance of the updated Terms.

1) Overview

This Service Level Agreement (“SLA”) forms part of the DashScene Terms of Service (the “Terms”) and applies to DashScene’s production Services (the “Services”). It defines DashScene’s Availability target, measurement method, and the sole and exclusive remedy available to Customer for unplanned downtime.

2) Availability Target

DashScene targets 95.0 % monthly Availability for the production Service measured on a calendar-month basis.

3) Definitions

“Availability”

means, for purposes of this SLA, (Total Minutes − Downtime Minutes) ÷ Total Minutes, expressed as a percentage for the applicable calendar month.

“Total Minutes”

means the total minutes in the applicable calendar month.

“Downtime Minutes”

means minutes during which the production DashScene platform, as measured by DashScene’s monitoring tools and logs, is not able, due to DashScene-controlled issues, to successfully respond to requests from Dash Instances generally. For the purposes of this SLA, Downtime Minutes do not include:

1. Scheduled Maintenance (with ≥ 48 hours’ notice where practicable);
2. Emergency Maintenance performed to address security, stability, or legal-compliance issues;
3. issues caused by Customer’s own networks, Devices, configurations, premises conditions, or third-party data/services outside DashScene’s control (e.g., transit or weather data feeds, Internet connectivity, electrical service, DNS, or hosting providers, or running multiple Dash Instances on a single Device beyond recommended capacity);
4. outages caused by force majeure events;
5. beta or experimental features identified as such;
6. outages affecting components or services that are not part of the production Dash Instances covered by this SLA (for example, the marketing website, DashScene Manager portal and dashboard, documentation site, non-production or test environments, or other ancillary services);
7. outages or degraded performance caused by Customer-managed Devices running unsupported or materially outdated OS/firmware or missing vendor security updates; and
8. failures, malfunctions, or unavailability of Devices or displays at deployment sites, including issues arising from hardware faults, local operating systems or browsers, physical damage, loss, theft, misplacement, or inadequate physical security of such Devices or displays.

“Measurement Scope”

means that DashScene measures Downtime Minutes at the platform level using DashScene’s production monitoring tools and logs and applies the resulting Availability calculation to the Dash Instances affected by the relevant outage window. Availability is not aggregated across multiple customers.

4) Credits

4.1 Credit Formula.

If monthly Availability for the production Service falls below 95 %, DashScene will, upon Customer request, extend the active subscription term for each affected Dash Instance minute-for-minute for each minute of Downtime below the target, or apply an equivalent extension credit.

4.2 Request Window.

Customer must submit a written credit request within 30 days after the end of the month in which the Downtime occurred and must include timestamps or evidence reasonably sufficient for validation.

4.3 Cap on Credits.

Credits for any calendar month will not exceed 100 % of the monthly recurring subscription charge for the affected Dash Instance. Credits have no cash value, are non-transferable, and are non-refundable. They are the sole and exclusive remedy for failure to meet the Availability target.

4.4 Application of Credits.

Approved credits are applied to the next renewal or billing cycle for the affected Service. Credits cannot be redeemed for cash or applied to other accounts.

5) Maintenance

5.1 Scheduled Maintenance.

Scheduled Maintenance windows are typically limited to short periods (often about 15 minutes) and are performed during off-peak hours where practicable. DashScene will provide advance notice through the DashScene Manager dashboard or email.

5.2 Emergency Maintenance.

Emergency Maintenance may occur without prior notice when required to maintain security, stability, or compliance. DashScene will make reasonable efforts to notify Customer promptly after such maintenance.

6) Limitations

6.1 No Credits During Suspension.

Credits will not accrue during periods where Customer’s account is suspended for non-payment or other reasons under §10 of the Terms.

6.2 Measurement and Calculation

Measurement and calculations under this SLA are performed using DashScene’s monitoring tools and logs, which will be conclusive absent manifest error.

6.3 Scope of the SLA

This SLA does not apply to beta/preview Services, free tiers, or any environment not designated as production.

6.4 Relationship to Other Terms

Credits do not affect or limit DashScene’s disclaimers of warranties (§12) or limitations of liability (§11).

7) Modifications

DashScene may update this SLA from time to time under §17 of the Terms. Material changes that reduce the Availability target or materially alter credit calculations will be treated as Material Changes under §17 and will follow that notice procedure.

1) Purpose and Roles

1.1 Roles of the Parties.

Customer determines the purposes of processing Customer Personal Information (as defined in the Terms, which may include information about Customer End Users) and acts as the “organization” under PIPEDA and any applicable provincial privacy laws. DashScene acts as a service provider / processor that processes such information solely on behalf of Customer.

1.2 Scope.

This Data Processing Addendum (“DPA”) supplements and form part of the DashScene Terms of Service and apply only to processing of Customer Personal Information within the Services.

1.3 QR Destinations and External Services.

For clarity, this DPA does not apply to processing of Personal Information that occurs on QR Destinations or other external websites or services that Customer configures or selects through the Services. Such destinations and services are controlled by Customer or its providers and are governed by their own terms and privacy policies. Customer remains the “organization” under PIPEDA for any processing of Personal Information that occurs on or through those destinations.

2) Processing and Purpose Limitation

DashScene will process Customer Personal Information solely to:

1. provide, operate, maintain, secure, and support the Services as described in the Terms and this DPA;
2. act in accordance with Customer’s Documented Instructions; and
3. comply with applicable laws and lawful requests.

DashScene is not obliged to act on any instruction that is inconsistent with the Terms, this DPA, the standard functionality of the Services, or applicable law.

DashScene will not “sell,” disclose, or otherwise use Customer Personal Information for its own independent purposes.

3) Security Measures

DashScene implements administrative, technical, and physical safeguards appropriate to the sensitivity of the data, consistent with §8.5 of the Terms and the Privacy Policy.

Measures include (as appropriate): encryption in transit, access controls, vulnerability management, secure hosting within Canada, employee training, and incident-response procedures.

4) Personnel and Confidentiality

DashScene ensures that personnel who access Customer Personal Information are bound by confidentiality obligations and receive appropriate privacy and security training. Access is limited to those who need it to perform the Services.

5) Subprocessors

Customer authorizes DashScene to use Subprocessors identified in the Terms or subsequently disclosed under §8.4 (Data and Privacy). DashScene will impose on all Subprocessors data-protection obligations that are no less protective than this DPA and, as between the parties, remains responsible for managing its Subprocessors and for their compliance with those obligations, subject to the limitations of liability set out in the Terms.

6) Data Location and International Transfers

6.1 Primary Hosting.

DashScene hosts production data in Canada.

6.2 Transfers.

Where Customer Personal Information is accessed or processed outside Canada (e.g., by an authorized Subprocessor), DashScene will ensure such transfers are subject to appropriate contractual or statutory safeguards under applicable privacy laws.

7) Assistance to Customer

Taking into account the nature of processing and available information, DashScene will provide reasonable assistance to Customer in:

1. responding to requests by individuals to access, correct, or delete their personal information;
2. investigating or responding to privacy or data-protection authorities; and
3. performing security, risk, or privacy impact assessments required by law, to the extent related to DashScene’s processing activities.

8) Security Incidents

DashScene will notify Customer without undue delay and as soon as feasible after a Security Incident involving Customer Personal Information and will take appropriate remedial actions. Taking into account the nature of processing and information then reasonably available, DashScene will cooperate reasonably with Customer’s investigation and remediation and provide information to assist Customer in meeting any legal obligations it may have.

Customer, as the “organization” under PIPEDA and applicable provincial laws, is responsible for determining whether a breach of security safeguards involving Customer Personal Information presents a real risk of significant harm to any individual (including Customer End Users, as defined in the Terms) and for making any required notifications to affected individuals and to privacy regulators. In the ordinary course, DashScene does not maintain direct identifiers or contact details (such as name, email address, or phone number) for Customer End Users; DashScene’s limited collection of technical metadata (such as QR scan IP addresses retained briefly for flood/abuse protection and analytics integrity) is described in the Terms and Privacy Policy and does not provide sufficient information for DashScene to contact Customer End Users directly. Unless required by applicable law or by a binding order of a court or regulator, DashScene will not contact Customer End Users or other data subjects directly in connection with a Security Incident involving Customer Personal Information. Where DashScene is required by law to notify individuals or regulators directly, DashScene will, where legally permitted, provide prior notice to Customer and coordinate the content and timing of such notifications with Customer.

9) Data Return and Deletion

Upon termination of the Services or upon Customer’s written request, DashScene will:

1. enable self-service export of Customer Personal Information in CSV or other reasonable format; and
2. delete Customer Personal Information from active systems within a reasonable period, subject to legal retention requirements and routine backup purges.

Deletion will be confirmed upon Customer’s written request. For clarity, this §9 does not require DashScene to delete or alter Aggregated Data (as defined in the Terms), provided such data does not identify any individual or Customer. Aggregated Data is derived from Customer Data and/or Service Data in a way that is not reasonably reversible to isolate or attribute Personal Information or Customer-specific contributions.

10) Demonstrating Compliance and Audits

Upon reasonable written request, DashScene will make available information necessary to demonstrate compliance with this DPA and will cooperate with reasonable assessments or audits by Customer or its designated auditor:

• no more than once every twelve (12) months, except for suspected material non-compliance;
• during normal business hours; and
• subject to reasonable confidentiality and security restrictions.

Customer will bear its own audit costs.

11) No Sale or Targeted Advertising

DashScene does not “sell” Customer Personal Information, nor does it use such information for targeted advertising or profiling unrelated to the Services.

12) Priority

If there is any conflict between this DPA and the Terms or Privacy Policy regarding processing of Customer Personal Information, this DPA controls to the extent of that conflict.

1) Submitting Notices

Rights holders may send notices of alleged infringement to:

Email: legal@dashscene.com

Each notice should include enough detail to allow DashScene to identify the material and the Customer responsible for it, including:

1. the copyrighted or trademarked work claimed to have been infringed;
2. the allegedly infringing material or activity, such as:
   • a description of the advertisement or content (for example, visible text, logos, brand names, or slogans);
   • the business name, venue, and physical location where the display was seen (for example, store name, transit stop or station, city);
   • the date, approximate time, and time zone when the material was observed;
   • any photo or video of the display showing the infringing material, if available; and
   • if the viewer scanned a QR code or followed a link from the display, the URL or destination their browser showed.
3. the name, address, and contact information of the rights holder or authorized agent.
4. a brief statement of the claimant’s interest or right in the work or other subject-matter (for example, that they are the copyright owner or are authorized to act on the owner’s behalf).

DashScene may request additional information or documentation where reasonably necessary to understand or process a notice, but does not adjudicate the validity of claimed rights and generally forwards conforming notices as received under Canada’s Notice-and-Notice regime. Where only location, approximate time, business/venue, and a description or image of the content are available, DashScene will still make reasonable efforts to identify the responsible Customer and forward the notice.

2) Forwarding to Customer

When User Content is implicated, DashScene will forward conforming notices to the Customer responsible for that content as required by the Notice-and-Notice regime and may request prompt action or response from the Customer.

3) No Automatic Takedown

DashScene operates under a notice-forwarding (not automatic takedown) model. DashScene may, but is not obligated to, remove or disable access to material unless:

1. required by Canadian law or court order, or
2. the material clearly violates the Terms of Service, the AUP, or poses a demonstrable security or legal risk.

4) Repeat or Egregious Violations

Customers or users who repeatedly or egregiously infringe intellectual-property rights may have their accounts suspended or terminated under §10 (Termination and Suspension) of the Terms.

5) Record Retention

DashScene may preserve records and identifying information associated with alleged infringements as required by law and for the periods prescribed by the Copyright Act and related regulations.

Contact for Copyright Inquiries

DashScene Systems Incorporated
Email: legal@dashscene.com

Address:
DashScene Systems Incorporated
10-1338 Wellington Street West
c/o Wellington Cowork
Ottawa, ON K1Y 3B7
Canada