OPTIMA - TERMS OF USE, SOFTWARE LICENSE AND SUBSCRIPTION

1. Contractual Structure, Order of Priority and Incorporated Documents

These Terms govern access to and use of the OPTIMA software, cloud services, web interfaces, mobile applications, APIs, documentation, updates, patches, additional features and any related services provided by M-itech (collectively, the "Service"). The Client acknowledges that certain features, offerings, modules or service levels may be subject to particular terms, offer descriptions, special conditions, service level agreements, annexes, quotes, purchase orders or specific purchasing conditions (collectively, the "Special Conditions"). In the event of a conflict between these Terms and Special Conditions applicable to a specific offering, the Special Conditions shall prevail solely for that offering, and these Terms shall remain applicable for everything else. References to published policies (including the Acceptable Use Policy, Privacy Policy, subscription and renewal terms, and any applicable policy) are incorporated by reference, to the extent permitted by law, as if reproduced herein.

2. Definitions

For the purposes of these Terms, the following terms have the meanings set out below. "OPTIMA" means the software and platform provided by M-itech, including any software component, interface, mobile application, module, feature, algorithm, model, calculation engine, API, script, update, patch or improvement. "Subscription" means the right to access the Service for a specified period, according to the plan selected and paid for. "Subscription Term" means the period during which the Subscription is in effect. "Authorized Users" means the Client's employees, officers, subcontractors or consultants who are authorized to access the Service on behalf of the Client, within the limits of the rights granted; each Authorized User corresponds to an individual and nominative license exclusively assigned to them. "Client Data" means data, information, files, statements, invoices, photos, metadata, parameters, content and entries that the Client or its Authorized Users submit, upload, import, configure or store in OPTIMA, including data related to buildings, equipment, systems, measurements and configurations. "Results" means reports, analyses, estimates, visualizations, dashboards, recommendations, indicators, scores, predictions or any output generated by OPTIMA. "Documentation" means any technical or functional documentation provided by M-itech regarding OPTIMA. "Confidentiality" or "Confidential Information" has the meaning set out in Section 17. "Applicable Laws" means all applicable laws and regulations, including Canadian and Quebec laws, and, where applicable, any foreign law applicable to the Client's use of the Service. "Fees" means all subscription fees, module fees, add-on fees, capacity fees, professional service fees, support fees, consumption fees, overage fees or applicable taxes. "M-itech Content" means the Service, Documentation, models, templates, interfaces, texts, graphic elements, trademarks, logos, and all content provided by M-itech, excluding Client Data. "Grace Period" means the thirty (30) day period following termination or expiration of the Subscription during which the Client may request the export of their Client Data. "Derived Data" means all data, analyses, statistics, models, insights, metrics, benchmarks, indicators or information created, generated or derived by M-itech from Client Data, Results or use of the Service, including in aggregated, anonymized or de-identified form. Derived Data is the exclusive property of M-itech. "Raw Client Data" means Client Data in its original form as submitted, uploaded or imported by the Client, before any processing, transformation, analysis or enrichment by M-itech or the Service.

3. License Grant and Right of Access

Subject to compliance with these Terms and full payment of the Fees, M-itech grants the Client a limited, non-exclusive, non-transferable, non-assignable and revocable right to access and use the Service during the Subscription Term, solely for the Client's internal professional purposes and in accordance with the Documentation. Each license or right of access is assigned to a unique and nominative Authorized User; a license may not be shared, lent or used by more than one person. Unless expressly stated otherwise, no rights are granted to the source code. The Client acknowledges that OPTIMA is licensed and not sold. All rights not expressly granted to the Client are reserved by M-itech.

4. Plans, Usage Metrics and Limits

The Service may be offered under plans that limit or determine usage rights based on parameters such as the number of Authorized Users, the number of buildings or sites, the number of assets/equipment, computing capacity, data volume, API consumption, or any other metric described at the time of purchase or in the Client's account. Each license is assigned to a single Authorized User and may not be shared among multiple persons. The Client agrees to comply with these limits. In the event of an overage, M-itech may, at its discretion and as permitted, charge additional Fees, restrict certain features, or require a plan upgrade. The Client remains responsible for managing its Authorized Users and assigning access.

5. Accounts, Credentials and Security

The Client is responsible for maintaining the confidentiality and security of its credentials and those of its Authorized Users. The Client is responsible for all activities that occur through its account, whether authorized or not. The Client agrees to notify M-itech without delay of any unauthorized access, loss of credentials or reasonably suspected security incident. M-itech may implement security mechanisms, including multi-factor authentication or password requirements, and the Client agrees to comply with them.

6. Notification in the Event of a Security Incident

In the event of a confirmed security incident affecting Client Data and directly involving systems controlled by M-itech (excluding subcontractor systems), M-itech will:

• inform the Client as soon as reasonably practicable after confirming the incident;
• provide the Client with reasonably available information regarding the nature of the incident.

Notification of a security incident does not constitute an acknowledgment of fault or liability on the part of M-itech.

The Client agrees to promptly report to M-itech any suspected or confirmed security incident concerning its credentials, account, or use of the Service by its Authorized Users.

7. Restrictions and Prohibitions (License)

Unless expressly authorized in writing by M-itech, the Client shall not, and shall not permit anyone to, copy, reproduce, modify, translate, adapt or create derivative works of the Service or Documentation. The Client shall not reverse engineer, decompile, disassemble or attempt to extract the source code, underlying ideas, algorithms, models or data structures of the Service, except to the extent such restriction is prohibited by mandatory law. The Client shall not circumvent or attempt to circumvent any technical limitation, security measure, access control mechanism, license management or usage restriction. The Client shall not share, lend or transfer a license, account or credentials among multiple persons. In the event of sharing a license, account or credentials among multiple persons, M-itech may, without notice or demand, immediately suspend access, revoke the license and/or terminate the Subscription, without refund or compensation, and without liability on the part of M-itech. The Client shall not resell, rent, sublicense, assign, distribute, make available, or offer the Service to third parties on a service bureau, outsourcing or time-sharing basis, unless a plan or written agreement authorizes it. The Client shall not use the Service to develop, train, validate or support a competing product or service, nor to conduct public comparative analysis or published benchmarking without written authorization from M-itech.

8. General Terms of Use (Conduct, Compliance and Integrity)

The Client agrees to use the Service in accordance with Applicable Laws, the Documentation, and these Terms. The Client agrees not to compromise the integrity, performance or availability of the Service. The Client agrees to cooperate in good faith with M-itech in the event of a reasonable investigation into a security incident, fraud, abuse, or alleged violation of these Terms. The Client acknowledges that M-itech may, to protect the Service, implement traffic controls, abuse prevention mechanisms, request limits and protection measures against unauthorized automated extraction.

9. Acceptable Use Policy (AUP, Integrated and Enforceable)

Access to and use of OPTIMA is conditional upon compliance with this Acceptable Use Policy. The Client agrees not to use the Service for illegal, fraudulent, deceptive activities or activities that infringe on the rights of third parties. The Client agrees not to upload, transmit or store in OPTIMA any content that is malicious or that contains viruses, worms, Trojan horses, spyware or any harmful code. The Client agrees not to attempt to access unauthorized systems, accounts, data or networks, or to conduct penetration tests, scans, vulnerability probes or similar activities without prior written authorization from M-itech. The Client agrees not to disrupt the Service, including through overloading, denial of service attacks, sending excessive requests, scraping, crawling, unauthorized automated collection, or use of bots. The Client agrees not to use the Service in a manner that compromises the confidentiality or security of other parties' Client Data, or to attempt to identify aggregated or anonymized data. In the event of a violation or reasonable risk of violation, M-itech may take any protective measure, including immediate suspension, feature limitation, or termination, without liability, to the extent permitted by law.

10. Client Data, Content Responsibility and Client Obligations

The Client remains solely responsible for the legality, accuracy, quality, integrity and reliability of its Client Data. The Client represents and warrants that it holds all rights, consents and authorizations necessary to submit and process Client Data in OPTIMA, including, where applicable, any required consent from data subjects, employees, suppliers, building owners, or the Client's end clients. The Client agrees not to submit to the Service any data whose collection, use or disclosure would violate Applicable Laws. The Client acknowledges that the Service is not designed to store special categories of highly sensitive data, unless M-itech expressly authorizes it in writing and appropriate contractual and technical measures are in place.

11. Retention and Deletion of Client Data

During the Subscription Term, M-itech retains Client Data in accordance with these Terms and applicable security practices.

Upon termination or expiration of the Subscription:

• Access to the Service is deactivated on the effective termination date.
• Client Data is retained during the thirty (30) day Grace Period, during which the Client may request the export of its data in accordance with Section 12.
• Upon expiration of the Grace Period, Client Data is deleted from M-itech's production systems within a reasonable timeframe, generally within the following thirty (30) days.
• Backup copies containing Client Data may be retained in accordance with M-itech's backup retention cycles, but will not be actively processed and will be deleted during normal backup rotation.

M-itech retains a perpetual and irrevocable license over all Derived Data created from Client Data, without time restriction or deletion obligation. Such Derived Data remains the exclusive property of M-itech.

M-itech may also retain data to the extent required by Applicable Laws, including for accounting, tax or compliance purposes.

12. Export of Client Data

During the Subscription Term, the Client may request the export of its Client Data by submitting a written request to M-itech. Reasonable processing fees may apply.

Upon termination or expiration of the Subscription, the Client has the thirty (30) day Grace Period to submit a written export request to M-itech.

Upon written request received during the Grace Period, M-itech will endeavor to provide the Client with a copy of its Client Data in a structured and commonly used format (such as CSV, JSON or any other reasonably available format). Reasonable processing fees may apply if the export requires significant manual work.

After expiration of the Grace Period, M-itech has no obligation to retain or provide Client Data.

13. License Granted to M-itech over Client Data

The Client grants M-itech a worldwide, non-exclusive, perpetual and irrevocable license to host, reproduce, process, transmit, display and use Client Data in order to provide the Service, perform features, ensure security, prevent abuse, provide support, and improve the Service. The Client also grants M-itech, to the extent permitted by law, the perpetual and irrevocable right to create, retain, use, exploit and commercialize Derived Data for purposes of analysis, statistics, improvement, research, development, market intelligence and any other commercial purpose, including after termination or expiration of the Subscription.

14. Analytics, Models, Automation and No-Reliance

The Client expressly acknowledges that OPTIMA provides Results that constitute estimates, analyses or recommendations generated based on models, assumptions, parameters and Client Data, and that these Results are provided for decision-support purposes only. The Client acknowledges that Results may vary depending on the quality of Client Data, assumptions, operating conditions, configurations, sampling methods, software versions, and other factors. The Client acknowledges that OPTIMA does not constitute an engineering service, professional audit, certification, regulatory compliance, nor financial, legal or technical advice. The Client agrees to have independently verified by qualified professionals any decision, modification, investment, intervention, equipment purchase, programming, recommendation or action based on the Results. The Client acknowledges that no guarantee is given as to energy savings, performance, payback period, compliance, emission reduction, comfort improvement or operational performance. The Client agrees that they shall not rely exclusively on the Results, and that any use of the Results is at their own risk.

15. Manufacturer Data and No Guarantee of On-Site Performance

The Client acknowledges that the Service generates its Results, simulations, recommendations and performance estimates based, in whole or in part, on technical data provided by third-party manufacturers, including engineering guides, technical sheets, performance curves, nominal specifications and any other official documentation provided by them (collectively, "Manufacturer Data").

M-itech does not independently verify the accuracy, completeness, reliability or validity of Manufacturer Data and relies exclusively on information provided by manufacturers, without assuming responsibility therefor, including with respect to errors in the transcription or entry of such data by M-itech into the Service. Results generated by the Service from Manufacturer Data constitute theoretical estimates based on standard or nominal conditions as described by the manufacturers and do not in any way constitute a guarantee, representation or commitment as to the actual performance of equipment once installed, configured, integrated or operated on site. Actual performance may vary depending on, among other things, installation conditions, operation, maintenance, environment, power supply quality, system integration, age and any other factor beyond M-itech's control. Accordingly, M-itech shall not be held liable for any discrepancy, divergence or difference between the Results generated by the Service and the actual on-site performance of equipment, nor for any damage, loss or prejudice arising therefrom. The Client acknowledges that the final validation of equipment selection, verification of their suitability to actual site conditions and confirmation of their performance are the Client's sole responsibility, including any technical verification, engineering validation or consultation required directly with the manufacturer or qualified professionals.

16. Service Modifications, Updates and Continuity

M-itech may modify, update, improve, correct or otherwise change the Service, including adding or removing features, at any time. The Client acknowledges that changes may be necessary for security, compliance, technological evolution or improvement reasons. M-itech may temporarily interrupt access for planned or emergency maintenance. The Client acknowledges that perfect and uninterrupted availability is not guaranteed.

17. Confidentiality

The Client acknowledges that the Service, non-public Documentation, technical information, non-public pricing, product plans and any other non-public information disclosed by M-itech constitute confidential information of M-itech ("Confidential Information"). The Client agrees to protect Confidential Information with a reasonable degree of care, at least equivalent to the care it uses to protect its own confidential information, and to use it only to perform these Terms. Confidentiality obligations do not apply to information that is legally obtained without confidentiality obligation, that is already known without fault, or that becomes public without breach. Disclosure may be made if required by law, a court or a competent authority, provided that, to the extent permitted, the other party is notified so that it may seek a protective measure.

18. Support, Professional Services and Service Levels

Unless otherwise agreed in writing, standard support is offered separately and billed according to the terms described at the time of purchase or in the account portal. Professional services, training, integrations, configuration, migration or accompaniment may be provided on the basis of a separate agreement, quote or statement of work. Any service level commitment, availability, response time or service credits is applicable only if expressly provided for in a signed SLA annex or published as Special Conditions applicable to the Client's plan.

19. Protection of Personal Information

To the extent that M-itech processes personal information to provide the Service, such processing is governed by applicable privacy laws and M-itech's Privacy Policy. The Client remains responsible for determining its compliance and obtaining the necessary consents. If the Service involves processing of personal information that requires a data processing agreement (DPA) or additional clauses, these may be provided as Special Conditions.

20. Intellectual Property; Feedback and Suggestions

The Service, M-itech Content, Results and Documentation are and remain the exclusive property of M-itech and/or its licensors. Results are licensed to the Client for the Subscription Term only. The Client retains rights to its Raw Client Data as submitted, subject to the licenses granted to M-itech herein, including the license on Derived Data provided in Section 13. If the Client provides suggestions, ideas, comments or feedback regarding OPTIMA, the Client grants M-itech a worldwide, perpetual, irrevocable, transferable and royalty-free right to use such feedback to improve or develop the Service, without confidentiality obligation or compensation, to the extent permitted by law.

21. Subcontractors and Hosting

The Client acknowledges and accepts that M-itech uses third-party subcontractors to provide certain aspects of the Service, including for hosting, infrastructure, payment processing and other technical services. M-itech may, at its discretion, communicate an indicative list of its main subcontractors, without obligation to update or provide an exhaustive list.

The Client acknowledges that:

• the choice of subcontractors is at M-itech's sole discretion;
• M-itech will exercise commercially reasonable care in selecting its subcontractors and will enter into agreements with them that include appropriate security and confidentiality obligations;
• subcontractors are independent entities subject to their own terms of use and policies;
• M-itech's liability with respect to the acts, omissions, failures, security breaches, data losses or other harm caused by its subcontractors is limited in accordance with Section 34 of these Terms, to the fullest extent permitted by law.

By using the Service, the Client expressly accepts that its data may be processed by third-party subcontractors. M-itech's liability with respect to the acts or omissions of its subcontractors is subject to the limitations set out in Section 34 of these Terms.

M-itech may change its subcontractors at any time without notice.

22. Third-Party Services, Integrations and External Links

The Service may allow integration with third-party services or the use of third-party content. The use of such third-party services is subject to the terms of those third parties. M-itech is not responsible for third-party services, their availability, their practices, or their compliance. The Client acknowledges that interruptions, changes or withdrawals of third-party services may affect certain features, without liability on the part of M-itech.

23. Online Purchases, Orders, Delivery and Access

When a Client purchases a Subscription, option, module or service, the order is deemed accepted when M-itech confirms the purchase or activates access. The Service is delivered by online availability, account activation, key, access right or authorization in the Client's portal. The Client is responsible for verifying the compatibility of its technical environment, browsers and connectivity.

24. Pricing, Currency and Taxes (Canada)

Unless otherwise indicated, prices are quoted in Canadian dollars (CAD). Fees do not include applicable taxes, which are added in accordance with Applicable Laws. The Client is responsible for all applicable taxes, duties or levies, except for taxes based on M-itech's net income. The Client agrees to provide accurate and up-to-date billing information.

25. Payment, Payment Methods and Debit Authorization

The Client authorizes M-itech and/or its payment providers to charge the payment method provided for all Fees due, including renewals, taxes and authorized adjustments. The Client acknowledges that in the event of payment failure, M-itech may reattempt the charge, request another payment method, or suspend access. The Client remains responsible for all unpaid Fees. Interest, reasonable administrative fees or collection costs may apply to the extent permitted by law and in accordance with the terms communicated.

26. Automatic Renewal

Unless the Client disables automatic renewal in accordance with account management instructions or applicable Special Conditions, Subscriptions automatically renew at the end of the Subscription Term for an additional equivalent period. M-itech will endeavor to send the Client a renewal notice before the renewal date, by email or by notification within the Service, indicating the renewal date and the applicable amount. The Client acknowledges that the amount billed at renewal may reflect the then-current price for the renewed plan or options. The Client remains responsible for managing renewal settings and ensuring that the payment method remains valid.

27. Cancellation, Termination by the Client and No Refund

Unless otherwise required by mandatory law, the Client may cancel automatic renewal at any time, but cancellation takes effect at the end of the current Subscription Term. Unless otherwise required by law, paid Fees are not refundable and no credit is granted for partially used periods, unused features, reduced usage, changed requirements or Client error. If M-itech offers a return or refund policy for certain purchases, it applies only if expressly incorporated as Special Conditions, and only within the limits and timeframes provided by that policy.

28. Subscription Modifications, Upgrades and Downgrades

The Client may, subject to the options offered, add Authorized Users, modules, capacities or features. An upgrade may result in immediate billing or a pro rata adjustment according to the plan terms. Downgrades and capacity reductions, if permitted, generally take effect at the end of the current Subscription Term, unless otherwise indicated. Changes take effect when confirmed in the Client's account or by written confirmation.

29. Payment Default, Suspension and Protective Measures

In the event of payment default, suspected fraud, abusive use, violation of these Terms, or if M-itech reasonably believes that use of the Service creates a security, liability or harm risk for M-itech, its clients or third parties, M-itech may, without liability and to the extent permitted by law, immediately suspend access, restrict features, or terminate the Subscription. M-itech may, at its discretion, notify the Client and provide a reasonable opportunity to remedy, unless immediate action is necessary for security, compliance or abuse prevention reasons.

30. Term, Termination and Effects

These Terms come into effect on the earliest of the following dates: online acceptance, account creation, payment, or use of the Service, and remain in effect for as long as the Client uses the Service or as long as a Subscription remains active. Upon expiration or termination, the granted license terminates immediately and the Client must cease using the Service. The Client acknowledges that certain provisions survive termination, including those relating to intellectual property, the license on Derived Data (Section 13), confidentiality, disclaimer of warranties, limitation of liability, indemnification, governing law, and any obligation that by its nature must survive.

31. Export Controls, Sanctions and International Compliance

The Client agrees to comply with all applicable laws regarding export controls, economic sanctions and trade restrictions, to the extent they apply to the Service or the use of the Service. The Client represents that it does not use the Service in a manner that would violate such laws, and does not allow persons or entities subject to applicable restrictions to access the Service, to the extent prohibited.

32. Beta Environments, Pre-releases and Experimental Features

M-itech may offer certain features in beta, pre-release, experimental or preview versions. These features may be modified, withdrawn, discontinued, and may contain errors. The Client acknowledges that these features are provided "as is" without specific warranties, and that their use is at the Client's own risk. M-itech has no obligation to make a beta feature generally available. When software is designated as being in beta phase as a whole, all features of that software are considered beta features for the purposes of this section.

33. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT EXPRESS, IMPLIED OR STATUTORY WARRANTY. M-itech DISCLAIMS ALL WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OF RESULTS, ABSENCE OF ERRORS, UNINTERRUPTED AVAILABILITY, AND SECURITY OR CONFIDENTIALITY OF DATA PROCESSED BY SUBCONTRACTORS.

34. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, M-itech SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, NOR FOR LOSS OF PROFITS, REVENUE, OPPORTUNITIES, BUSINESS, DATA OR ANTICIPATED SAVINGS, EVEN IF M-itech HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, M-itech'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THESE TERMS IS LIMITED TO THE FEES ACTUALLY PAID BY THE CLIENT TO M-itech FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

WITHOUT LIMITING THE FOREGOING, M-itech SHALL IN NO EVENT BE LIABLE FOR ANY DAMAGE, LOSS OR PREJUDICE ARISING FROM THE ACTS, OMISSIONS, FAILURES OR BREACHES OF ITS SUBCONTRACTORS OR OTHER THIRD PARTIES.

The limitations set forth in this section apply regardless of the legal basis of the claim, including contract, tort, negligence, strict liability or otherwise, to the extent permitted by law.

35. Indemnification by the Client

The Client agrees to defend, indemnify and hold harmless M-itech, its directors, officers, employees, subcontractors and representatives, against any claim, demand, action, damage, loss, liability, fine, penalty, cost and expense (including reasonable attorney fees) arising from or related to the Client's or its Authorized Users' use of the Service, Client Data, a violation of these Terms, or a violation of Applicable Laws by the Client, except to the extent the claim results from M-itech's gross negligence or intentional fault.

36. Superior Force (Force Majeure)

M-itech shall not be liable for any delay or failure in performing its obligations when such delay or failure results from events beyond its reasonable control, including infrastructure failure, Internet interruption, subcontractor failure, natural disaster, labor dispute, pandemic, war, government action, or third-party provider failure.

37. Notices and Communications

Unless otherwise provided, M-itech may send the Client notices regarding the Service by email, through the account portal, or by in-app notification. The Client is responsible for keeping its contact information up to date. Notices regarding legal matters, termination or disputes may be required in writing according to the terms specified by M-itech.

38. Assignment

The Client may not assign or transfer these Terms, or its rights or obligations, without M-itech's prior written consent. Any assignment in violation of this provision is void. M-itech may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets or similar transaction.

39. Severability

If any provision of these Terms is held invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or, failing that, it shall be deemed severed, and the remaining provisions shall remain in full force and effect.

40. Waiver

M-itech's failure to exercise a right or enforce a provision does not constitute a waiver of that right or provision. Any waiver must be express and in writing.

41. Interpretation

Section headings are provided for convenience and do not affect interpretation. The terms "including", "notably" or equivalents shall be interpreted as "including, without limitation". In the event of any discrepancy between the French version of these Terms and a version in any other language (including English), the French version shall prevail, unless otherwise agreed.

42. Governing Law and Jurisdiction

These Terms are governed by the laws of the Province of Quebec and the applicable federal laws of Canada. Any dispute arising out of or relating to these Terms shall be submitted to the exclusive jurisdiction of the courts of the judicial district of Montreal, and the Client consents to the personal and territorial jurisdiction of such courts.

43. Entire Agreement

These Terms, including the Special Conditions and policies incorporated by reference, constitute the entire agreement between the parties and supersede any prior or contemporaneous agreement, communication or proposal on the same subject matter, whether written or oral.

44. Electronic Acceptance

The Client consents to the use of electronic means to enter into the contract, receive notices, and retain a copy of these Terms. The Client acknowledges that their electronic acceptance and/or continued use of the Service constitutes proof of their consent.

45. Modification of the Terms

These Terms may be modified, updated, or replaced by M-itech at any time and at its sole discretion. M-itech will use reasonable efforts to notify the Client of any substantial modification within a reasonable period before it takes effect, by email or by notification within the Service. For a paid Subscription in progress, a modification that materially affects the Client's rights takes effect upon renewal of the Subscription. Continued use of the Service after the modifications take effect constitutes acceptance of the modified Terms. It is the Client's responsibility to regularly review the Terms then in force.