TERMS & CONDITIONS – API-BASED AUTOMATED CONTENT MODERATION SERVICES Last Updated: 2026-02-03 These Terms & Conditions (“Terms”) govern the access to and use of the automated, API-based content moderation services, proprietary technology, documentation, software, and related materials (“Services”) provided by DigiRegs Systems Inc. (“Company,” “we,” “us,” or “our”). By creating an account, accessing API keys, or using the Services, the Client (“Client,” “you”) agrees to be bound by these Terms. 1. Nature of the API Services 1.1 The Company provides automated, API-driven content analysis, scoring, and classification based on parameters configured or submitted by the Client. 1.2 The Services operate programmatically. There is no human review unless expressly agreed in writing. 1.3 The Services provide probabilistic outputs. They do not guarantee detection of all harmful, illegal, or policy-violating content. 1.4 The Services do not constitute: a. legal advice; b. compliance certification; c. assurance of accuracy, completeness, or error-free moderation; or d. binding enforcement action. 1.5 No Implied Relationship from Account Creation or Trial Use a. The Client acknowledges that these Terms are binding upon creation of an account, access to the dashboard, issuance of API keys, or receipt of access credentials. However, such actions do not, by themselves, establish any service relationship, contractual obligation to perform Services, partnership, agency, fiduciary relationship, or duty of care on the part of the Company. b. No moderation, analysis, review, reporting, or other Services are deemed to have been provided unless and until the Client actively submits content to the API or otherwise uses the Services in a paid, production capacity expressly authorized by the Company. c. The Company assumes no responsibility or liability for any claims, representations, or actions based on the Client’s mere possession of an account, API keys, or access credentials, including situations where: i. the Client registers an account but never uses the API; ii. the Client claims or implies use of the Services without actually submitting content; or iii. third parties assume that Services were provided solely because an account exists or access was granted. d. For greater certainty, any free, trial, test, demo, evaluation, promotional, credit-based, sandbox, experimental, or non-paid use of the Services—whether continuous, intermittent, or sporadic—does not create or imply a commercial relationship, contractual obligation, warranty, representation, or duty of performance. e. The Client acknowledges and agrees that results obtained from any trial or free use of the Services may be incomplete, inaccurate, non-representative, or subject to change, and the Client expressly agrees not to rely on such results for any purpose. f. No commercial relationship, enforceable obligation, or entitlement to compensation arises unless and until the Client enters into a paid service arrangement expressly accepted by the Company. Any reliance by the Client or by third parties on trial, free, or credit-based use of the Services is unreasonable and expressly disclaimed. g. The Client waives any claim arising from reliance on trial or free use to the maximum extent permitted under applicable Canadian law. 2. Client Responsibilities 2.1 The Client is solely responsible for: a. proper integration of the API; b. setting moderation rules, thresholds, and workflows; c. decisions made based on the API outputs; d. enforcing the Client’s own policies; e. ensuring legality of the data submitted to the API; and f. maintaining security of API keys and systems. 2.2 All moderation decisions remain the Client’s exclusive responsibility. 2.3 The Client assumes all risk associated with reliance on the Services. 3. No Liability for User or Third-Party Conduct 3.1 The Company is not responsible for: a. actions or omissions of the Client’s users, employees, contractors, or customers; b. content submitted, uploaded, generated, or published by third parties; c. third-party violations of the Client’s rules or policies; or d. harm, damages, or legal issues arising from third-party behaviour. 3.2 The Company bears no responsibility for reputational, regulatory, or legal consequences resulting from Client operations or third-party actions. 4. No Warranty; Automated Limitations 4.1 The Services are provided on an “AS IS” and “AS AVAILABLE” basis. 4.2 The Company does not warrant that: a. the API will detect all harmful, illegal, or prohibited content; b. outputs will be accurate, complete, or timely; c. the Service will operate without interruption or error; or d. results will satisfy any compliance or regulatory requirement. 4.3 The Client acknowledges that automated systems may produce false positives and false negatives. 5. Misuse, Non-Use, or Misrepresentation of the Service 5.1 The Company bears no liability in situations where the Client: a. fails to integrate, activate, or correctly configure the API; b. ceases usage, intentionally or due to missed payments; c. does not submit content to the API despite creating an account; d. uses incorrect, expired, or disabled API keys; or e. bypasses or circumvents the Service. 5.2 The Company bears no liability if the Client claims to third parties or regulators that the Company: a. reviewed, moderated, or approved content that was never submitted to the API; b. provided compliance assurance when no API usage occurred; or c. was responsible for moderation outcomes that did not occur. 5.3 If third parties assert claims against the Company based on the Client’s: a. misrepresentation; b. misuse or non-use of the Service; c. failure to integrate the API; d. deception about moderation practices; or e. non-payment or account inactivity; the Client acknowledges that the Company holds no liability and agrees to indemnify the Company pursuant to Section 12. 5.4 The Company has no obligation to verify whether the Client is actively using the API. 6. Proprietary Technology and Intellectual Property Rights 6.1 All rights, title, and interest in the Services—including software, models, algorithms, scoring systems, schema, data structures, documentation, infrastructure, and all enhancements—remain the exclusive property of the Company. No ownership rights are transferred to the Client. 6.2 Subject to payment and compliance, the Company grants a limited, revocable, non-exclusive, non-transferable license to: a. access and use the API; b. submit data through the API; and c. use resulting outputs for internal business purposes. 6.3 The Client shall not: a. reverse engineer, decompile, or attempt to reproduce the Services; b. modify, copy, or create derivative works; c. use the Services to build a competing product or model; d. publish benchmarks or testing results without written permission; e. sublicense, resell, or redistribute the Service; or f. use the Services in violation of applicable laws. 6.4 Any suggestions, enhancements, feedback, or ideas provided by the Client become the sole property of the Company. 7. Work Product Ownership 7.1 All API outputs, indicators, scores, reports, classifications, and analytics (“Work Product”) are owned by the Company and licensed to the Client. 7.2 The Company grants the Client a limited license to use Work Product: a. solely for internal business operations; b. not for resale or redistribution; and c. not as a standalone commercial product. 8. Payment Terms and Non-Payment Consequences 8.1 Fees are specified on the Company website or in an applicable order form. All fees are payable in the required currency. 8.2 Invoices must be paid within thirty (30) days unless otherwise stated. 8.3 In the event of late payment, the Company may: a. apply interest at 1.5% per month or the maximum permitted rate; b. suspend or throttle API access; c. disable API keys; d. refuse support services; or e. terminate the Client’s account. 8.4 Suspension does not excuse the Client’s obligation to pay outstanding or accruing fees. 8.5 The Client remains liable for all amounts owed even if they: a. discontinue API usage; b. fail to integrate the API; c. fail to activate the Service; or d. represent that they did not intend to use the Service. 8.6 All fees are non-refundable unless required by law. 9. Confidentiality 9.1 “Confidential Information” includes any non-public business, technical, financial, or operational information disclosed by either party. 9.2 Each party agrees to: a. use Confidential Information solely to perform obligations under these Terms; b. protect Confidential Information using reasonable safeguards; and c. disclose Confidential Information only to authorized personnel or as required by law. 9.3 Confidential Information excludes information that: a. becomes public without breach; b. is independently developed; c. is lawfully obtained from a third party; or d. must be disclosed due to legal requirements. 10. Data Protection and Privacy 10.1 The Client is solely responsible for ensuring lawful collection and submission of any personal information sent to the API. 10.2 The Company processes such data as a service provider and does not assume the Client’s legal obligations. 10.3 Data processing practices are governed by the Company’s Privacy Policy. 11. Limitation of Liability 11.1 To the maximum extent permitted by law, the Company is not liable for: a. indirect, incidental, special, punitive, exemplary, or consequential damages; b. loss of profits, revenue, business, or data; or c. claims arising from Client misuse, non-use, or misrepresentation of the Service. 11.2 The Company’s total cumulative liability is limited to the fees paid by the Client in the three (3) months preceding the event giving rise to the claim. 12. Indemnification The Client agrees to indemnify, defend, and hold the Company harmless from claims, liabilities, damages, and expenses arising from: a. misuse, non-use, or misconfiguration of the API; b. Client content or third-party content; c. misrepresentation of the Company’s involvement; d. violation of intellectual property rights; e. breach of confidentiality or privacy obligations; or f. non-payment or failure to comply with these Terms. 13. Export Controls and Compliance The Client agrees not to export or use the Services in any jurisdiction where such activity is restricted or prohibited. 14. Service Interruptions The Company is not liable for downtime, outages, delays, data loss, or interruptions in Service availability. 15. Governing Law These Terms are governed exclusively by the laws of the Province of British Columbia, Canada, and the Client irrevocably submits to the jurisdiction of the courts of British Columbia. 16. Modifications The Company may modify these Terms at any time. Continued use of the Services constitutes acceptance of the updated Terms. 17. Termination 17.1 Either party may terminate the Services with written notice. 17.2 Upon termination: a. all licenses immediately end; b. API access will be disabled; c. all outstanding fees become immediately payable; and d. confidentiality, indemnification, payment, IP rights, and liability limitations survive termination.