Terms of Service

Effective Date: September 28, 2026

These Terms of Service ("Terms") govern access to and use of websites, software, platforms, applications, APIs, subscription services, support services, and other services provided by 10505471 Canada Inc., operating as Rabbithole Labs ("Rabbithole Labs", "we", "us", or "our").

By accessing or using a Rabbithole Labs service, you agree to these Terms unless your use is governed by a separate written agreement with Rabbithole Labs.

If you use the Services on behalf of a company or other organization, you represent that you have authority to accept these Terms on its behalf.

1. Services

Rabbithole Labs provides technology products and services that may include:

• the Rabbithole Labs Monitoring Platform;
• the Sprockit Platform and related software and services;
• APIs and supported programmatic interfaces;
• monitoring, reporting, alerting, and integration functionality;
• software configuration and deployment;
• technical integration with supported third-party systems;
• custom development and project-based services;
• technical support; and
• other technology services agreed to with customers.

Specific features, deliverables, service levels, pricing, implementation requirements, or other commercial terms may be defined in an Order Form, Statement of Work ("SOW"), proposal, subscription agreement, End-User License Agreement ("EULA"), or another written agreement.

Where a separate written agreement applies, that agreement will control to the extent of any conflict with these Terms.

2. Subscription Services and Right to Use

Certain Rabbithole Labs products and services are provided on a subscription or licensed-use basis.

Subject to compliance with these Terms and payment of applicable fees, Rabbithole Labs grants the customer a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the applicable Services during the applicable subscription term for authorized business purposes.

Access to or payment for a Service does not transfer ownership of the underlying software, source code, platform, infrastructure, intellectual property, or technology to the customer.

3. Authorized Users and Account Security

Customers may permit their employees, contractors, agents, or other authorized personnel to use the Services where permitted by the applicable Service or agreement.

Customers are responsible for:

• ensuring that authorized users comply with applicable terms and service instructions;
• maintaining appropriate control over accounts and credentials;
• restricting access to authorized personnel;
• protecting passwords, API credentials, access keys, and other authentication information; and
• promptly notifying Rabbithole Labs if unauthorized access or credential compromise is suspected.

Shared operational or monitoring accounts may be permitted where supported by the applicable Service and appropriate for the intended business workflow.

4. Acceptable and Prohibited Use

Customers and users must use the Services only for lawful and authorized purposes.

Unless expressly authorized in writing by Rabbithole Labs, users may not:

• copy, reproduce, redistribute, sell, rent, lease, sublicense, or transfer Rabbithole Labs software or Services;
• reverse engineer, decompile, disassemble, or attempt to derive source code or proprietary technology;
• modify or create derivative works from Rabbithole Labs software except where expressly permitted;
• remove proprietary notices or ownership markings;
• attempt to gain unauthorized access to Rabbithole Labs systems, accounts, networks, APIs, or resources;
• interfere with, disrupt, or intentionally degrade the operation or security of the Services;
• introduce malicious code or intentionally harmful content;
• use the Services in violation of applicable law; or
• allow unauthorized third parties to access or use the Services.

5. Customer Responsibilities

Customers are responsible for providing reasonable cooperation, information, access, resources, and approvals required for Rabbithole Labs to provide the applicable Services.

Depending on the Service or project, this may include:

• providing accurate technical and business requirements;
• providing authorized access to customer-managed systems, APIs, accounts, equipment, or environments;
• supplying required credentials through an agreed secure method;
• maintaining required hardware, network connectivity, power, cabling, infrastructure, or third-party services;
• obtaining required permissions from third-party technology providers;
• providing approved content, assets, or project materials;
• designating appropriate technical or project contacts;
• providing timely feedback and approvals;
• testing completed functionality where customer testing is required; and
• participating in applicable acceptance or sign-off procedures.

Rabbithole Labs is not responsible for delays or service limitations resulting from unavailable customer information, systems, infrastructure, approvals, or third-party dependencies.

6. Fees and Payment

Fees for paid Services are established through the applicable Order Form, SOW, proposal, invoice, subscription arrangement, or other written commercial agreement.

Unless otherwise specified in an applicable agreement or invoice, invoices are due within 30 days of the invoice date.

Applicable taxes are the responsibility of the customer, excluding taxes based on Rabbithole Labs' net income.

Amounts not paid when due may be subject to interest or other remedies permitted under the applicable agreement and applicable law.

7. Customer Data

"Customer Data" means electronic data, information, content, records, files, operational information, or other materials provided by a customer to Rabbithole Labs or processed by Rabbithole Labs on the customer's behalf in connection with the Services.

Customers retain their rights and ownership interests in Customer Data.

Rabbithole Labs may access, collect, store, transmit, or otherwise process Customer Data only as reasonably necessary to:

• provide and operate the Services;
• perform requested integrations or processing;
• provide customer support and troubleshooting;
• maintain, secure, and monitor the Services;
• fulfill contractual obligations;
• comply with applicable legal requirements; and
• perform other activities authorized by the customer.

Rabbithole Labs does not sell Customer Data.

Rabbithole Labs may generate and retain system logs, diagnostic information, performance records, security records, and similar technical information reasonably required to operate, secure, troubleshoot, maintain, and improve the Services.

8. Privacy

Where Customer Data includes information relating to an identified or identifiable individual ("Personal Data"), Rabbithole Labs will process such information in accordance with applicable contractual requirements and applicable privacy and data-protection laws.

Customers are responsible for ensuring that they have the authority and lawful basis necessary to provide Personal Data to Rabbithole Labs for processing.

Where required, Rabbithole Labs and a customer may enter into a separate data-processing or privacy agreement.

Additional information regarding Rabbithole Labs' privacy practices is available in our Privacy Policy.

9. Confidentiality

Information disclosed in connection with the Services that is designated as confidential or reasonably should be understood to be confidential must be protected against unauthorized use or disclosure.

Each party will:

• use confidential information only as reasonably necessary in connection with the Services;
• restrict access to persons or authorized service providers with a legitimate need to know;
• take reasonable measures to protect confidential information; and
• not disclose confidential information to third parties except where authorized, permitted by an applicable agreement, or required by law.

Confidential information does not include information that is publicly available through no breach of an obligation, lawfully known without confidentiality restrictions, independently developed, or lawfully received from another source without confidentiality restrictions.

10. Information Security

Rabbithole Labs maintains administrative, technical, and operational safeguards reasonably appropriate to the nature of its Services, information processed, system architecture, business requirements, and identified security risks.

Security measures may include, as applicable:

• access controls based on business need and least privilege;
• authentication controls for administrative and privileged access;
• encryption or secure transport for information transmitted over public networks;
• protected storage of application credentials and secrets;
• security logging, monitoring, alerting, and threat detection; and
• incident-response procedures.

Where a security incident involving Customer Data requires customer notification under an applicable contractual or legal obligation, Rabbithole Labs will provide notification within the applicable required timeframe.

11. Third-Party Services

Rabbithole Labs may use third-party cloud, authentication, infrastructure, communications, security, monitoring, and other technology providers to provide and secure the Services.

Third-party access to Customer Data will be limited to what is reasonably necessary for the applicable service.

Customers acknowledge that certain aspects of Rabbithole Labs Services depend on third-party systems and infrastructure and may therefore be affected by the availability, functionality, terms, or technical limitations of those providers.

Third-party products, APIs, systems, networks, hardware, or services controlled by a customer or another third party are not Rabbithole Labs Services unless expressly stated otherwise in a written agreement.

12. Intellectual Property

Rabbithole Labs retains all right, title, and interest in its software, platforms, applications, APIs, source code, object code, documentation, frameworks, libraries, connectors, tools, templates, methodologies, processes, designs, inventions, know-how, trade secrets, trademarks, service marks, domain names, improvements, updates, and other technology or intellectual property owned or controlled by Rabbithole Labs.

This includes technology underlying the Rabbithole Labs Monitoring Platform and Sprockit Platform.

Subscription Services are licensed or made available for use and are not sold.

Customers retain ownership of their own Customer Data, materials, trademarks, content, systems, software, and other intellectual property supplied to Rabbithole Labs.

Where Rabbithole Labs performs custom development, ownership and licensing rights for project-specific deliverables will be determined by the applicable SOW or other written project agreement.

13. Support and Service Availability

Support arrangements, maintenance, included support hours, response expectations, update arrangements, warranties, and service levels may be specified in an applicable Order Form, SOW, proposal, subscription agreement, support agreement, or Service Level Agreement.

Unless expressly stated in an applicable written Service Level Agreement or other written agreement, Rabbithole Labs does not guarantee a specific uptime, response time, resolution time, or availability level.

Service status, maintenance, or incident information may be made available through Rabbithole Labs' public status page or other customer communications where applicable.

14. Suspension

Rabbithole Labs may temporarily suspend access to an affected Service where reasonably necessary to:

• protect the security or integrity of the Service or Customer Data;
• address suspected unauthorized or unlawful use;
• respond to a material security risk or incident;
• comply with applicable legal requirements; or
• address material non-payment or another material breach of an applicable agreement.

Where reasonably practicable, Rabbithole Labs will communicate with the affected customer regarding a material suspension and restore access when the reason for suspension has been appropriately resolved.

15. Termination

Service terms and termination rights may be specified in an applicable Order Form, SOW, proposal, subscription agreement, or other written agreement.

Unless a separate applicable agreement establishes different terms, either party may terminate an ongoing month-to-month Service upon 30 days' written notice.

Upon termination or expiration of a Service:

• the customer's right to access the applicable Service will end;
• unpaid fees properly due remain payable;
• Rabbithole Labs may disable associated accounts, service access, or processing; and
• Customer Data will be retained, deleted, archived, returned, or otherwise managed according to applicable contractual, legal, business, operational, and security requirements.

Provisions intended by their nature to survive termination, including applicable confidentiality, intellectual-property, payment, data-protection, and liability provisions, will continue to apply.

16. Warranties and Disclaimers

Rabbithole Labs will perform agreed professional and project services in a commercially reasonable manner and substantially in accordance with applicable written project requirements.

Any specific warranty applicable to a Service or custom project will be stated in the applicable written agreement.

Except for warranties expressly stated in an applicable written agreement, the Services are provided "AS IS" and "AS AVAILABLE" to the fullest extent permitted by applicable law.

Rabbithole Labs does not warrant that:

• the Services will be uninterrupted or error-free; or
• third-party systems, infrastructure, APIs, networks, hardware, or services used with or connected to the Services will remain continuously available or operate without interruption.

No statement, advice, or information creates a warranty unless expressly included in an applicable written agreement accepted by an authorized representative of Rabbithole Labs.

17. Limitation of Liability

To the fullest extent permitted by applicable law, Rabbithole Labs will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost revenue, loss of goodwill, or business interruption arising from or relating to the Services.

Except for liability that cannot lawfully be limited, Rabbithole Labs' aggregate liability arising from an applicable Service or project will not exceed the total fees paid by the customer to Rabbithole Labs for the applicable Service or project giving rise to the claim.

These limitations apply regardless of the legal theory under which liability is asserted and whether Rabbithole Labs was advised of the possibility of such damages.

18. Indemnification

To the extent provided by an applicable agreement and applicable law, customers are responsible for third-party claims resulting from:

• unlawful or unauthorized use of the Services;
• Customer Data that infringes another party's intellectual-property or legal rights; or
• unauthorized distribution or use of Rabbithole Labs software.

Additional indemnification obligations may be established in an applicable MSA, Order Form, SOW, or other written agreement.

19. Relationship with Other Agreements

Customers may have a separate Master Services Agreement, Order Form, SOW, proposal, EULA, subscription agreement, or other written agreement with Rabbithole Labs.

Where such an agreement applies:

1. project-specific written terms control for applicable scope, deliverables, pricing, timelines, and expressly stated commercial or ownership terms;
2. an applicable EULA controls permitted use of licensed software; and
3. the applicable written agreement will control over these public Terms where there is a conflict.

Nothing in these public Terms changes an existing signed agreement except in accordance with the amendment requirements of that agreement.

20. Changes to These Terms

Rabbithole Labs may update these public Terms from time to time to reflect changes to its Services, business practices, legal requirements, or other operational considerations.

The current version will be published on the Rabbithole Labs website together with its effective date.

Changes to these public Terms do not automatically amend a separately executed customer agreement. Amendments to an existing customer agreement will be handled according to the amendment provisions of that agreement.

Continued use of Services that are governed solely by these public Terms after an updated version becomes effective constitutes acceptance of the updated Terms to the extent permitted by applicable law.

21. Governing Law

These Terms are governed by and interpreted in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflict-of-law principles.

Unless another dispute-resolution arrangement applies under a separate written agreement, disputes relating to these Terms are subject to the jurisdiction of the courts of Ontario.

22. Severability and Waiver

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in effect.

Failure by Rabbithole Labs to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

23. Contact

Questions regarding these Terms or the Rabbithole Labs Services may be submitted through the contact information available on the Rabbithole Labs website.

Formal written correspondence may be directed to:

10505471 Canada Inc. operating as Rabbithole Labs
38 Goldring Dr
Whitby, Ontario L1P 1C1
Canada