SUBSCRIPTION TERMS OF SERVICE

1. Scope and application

1.1 These Terms govern the term, expiry, data retention and reactivation of every TerraFlow software subscription, whether sold by TerraFlow directly or through an authorized reseller.

1.2 These Terms form part of, and are incorporated by reference into, the TerraFlow End User Licence Agreement and every quotation, order and invoice issued for a TerraFlow subscription.

1.3 Where these Terms conflict with a quotation, purchase order, or any statement made by a reseller, these Terms govern.

2. Definitions

3. Subscription term and renewal

3.1 Fixed term, no automatic renewal. Subscriptions run for the stated Subscription Term and expire on the Expiry Date. They do not renew automatically. Renewal requires a new order.

3.2 Renewal notice. TerraFlow will issue expiry notification at ninety (90), sixty (60), thirty (30) and seven (7) days before the Expiry Date. Where the subscription was sold through a Reseller, notice is issued to the Reseller, who is responsible for notifying the Client.

3.3 Contact of record. The Client is responsible for maintaining a current billing contact and technical contact with TerraFlow or its Reseller. Staff turnover at the Client does not extend any period set out in these Terms.

3.4 Renewal before expiry. A renewal order placed and accepted on or before the Expiry Date continues the subscription without interruption. The new Subscription Term begins the day following the Expiry Date.

3.5 Rate at renewal. The rate in effect on the date the renewal order is placed applies. Rates are reviewed annually.

4. Expiry

4.1 Access ends. At 23:59 on the Expiry Date all Licences are deactivated. The mobile application will not synchronise, and no data collection, editing, publishing or export is available through the platform.

4.2 Data is retained, not deleted. Client Data remains intact in TerraFlow's hosted environment for the full sixty (60) days of the Grace Period.

4.3 Export on request. Once during the Grace Period the Client may request a complete export of its Client Data in a standard interchange format. TerraFlow will deliver the export within ten (10) business days at no charge. Client Data belongs to the Client and TerraFlow will not withhold it as leverage in a renewal negotiation.

5. Grace period and permanent deletion

5.1 Sixty days. The Grace Period is sixty (60) calendar days from the Expiry Date. It is not extendable.

5.2 Deletion notice. On or about day thirty (30) of the Grace Period, TerraFlow will issue written notice of the scheduled deletion date to the contact of record and, where applicable, to the Reseller.

5.3 Permanent deletion. On the day following the end of the Grace Period, TerraFlow will permanently and irreversibly delete all Client Data from its production systems. Backup media age out on their normal cycle and are not restored for a former Client's benefit.

5.4 No liability. TerraFlow bears no liability for Client Data deleted in accordance with this section, whether or not the Client received or acted upon the notices in sections 3.2 and 5.2.

6. Reactivation within the grace period

6.1 A Client may reactivate at any time during the Grace Period. On reactivation, all retained Client Data is restored in full.

6.2 Reactivation requires (a) a new subscription order at the then-current rate for the number of Licences being reactivated, and (b) a one-time Reactivation Fee per Licence reactivated.

6.3 Reactivation Fee. A single flat fee per Licence applies regardless of where in the Grace Period reactivation occurs, as set out in the Client's quotation. From day 61 onward no fee applies: the data has been purged and the Client starts fresh.

6.4 Partial reactivation. The Client is not required to reactivate the same number of Licences previously held. All retained Client Data is restored regardless of the number of Licences reactivated.

6.5 The Subscription Term begins on the date the reactivation order is accepted. It is not back-dated.

6.6 The Reactivation Fee is non-refundable and payable in full before data access is restored.

7. No charge for lapsed periods

7.1 TerraFlow does not bill for time during which a subscription was not active. Neither TerraFlow nor any Reseller acting in connection with TerraFlow software will invoice or quote a Client for the period between an Expiry Date and a subsequent reactivation or new subscription.

7.2 A quotation that back-dates a Subscription Term to cover a lapsed period is not authorized under these Terms and will not be honoured by TerraFlow.

7.3 The Reactivation Fee in section 6.3 is the only charge attributable to a lapse. It is consideration for retaining and restoring Client Data, not for use of the Software during the lapse.

8. Resubscription after the grace period

8.1 After deletion, a former Client may subscribe again at any time. The engagement is treated as a new deployment.

8.2 No Reactivation Fee applies. No prior Client Data will be available.

8.3 Mandatory implementation and training services apply as they would for any new client.

9. Data ownership and storage

9.1 The Client owns its Client Data. TerraFlow holds a limited licence to host, process, back up and transmit that data solely to deliver the service.

9.2 Data storage charges are billed quarterly and cease on the Expiry Date. No storage charge accrues during the Grace Period.

9.3 TerraFlow will not use, sell, license or disclose Client Data to any third party except as required to deliver the service or as required by law.

10. Suspension for non-payment

10.1 Suspension for non-payment is distinct from expiry. Where an invoice remains unpaid thirty (30) days past its due date, TerraFlow may suspend access on ten (10) days' written notice.

10.2 Suspension does not start the Grace Period. The Subscription Term and Expiry Date are unchanged, and access is restored on payment.

11. Amendment and transition

11.1 Amendment. TerraFlow may amend these Terms on sixty (60) days' written notice. Amendments apply to Subscription Terms beginning after the notice period and do not shorten a Grace Period already running.

11.2 Transition from the prior policy. Subscriptions that expired before 1 September 2026 were subject to a six (6) month retention window. Client Data still retained under that policy as at 1 September 2026 will be held until 31 December 2026 and then permanently deleted unless the subscription is reactivated. No lapsed period will be back-billed under either policy.

11.3 Enquiries. Kieren Tinning, President, TerraFlow Geomatics Inc. (ktinning@terraflow.ca)

Schedule 1: Expiry timeline at a glance