Engagement & exhibits

Provider shall deliver the Capture package for both Client brands: dual websites, admin hub, voice AI / phone workflow, social takeover, maps & local SEO (Google, Apple, Bing), research agents, video/content sprint, paid ads management (spend approved separately), top-40 outreach support, documentation, monthly reporting on request, free Month-1 deep research pack, and a 24-month ownership path for the custom system (software, data, codebase path, on-site hardware path), as described in the Capture proposal (Exhibit A) and this Agreement.

The Mutual NDA (ON-NDA-PROSHIELD-2026) is incorporated by reference. If conflict on commercial terms (fees, scope, ownership, payment), this Agreement controls.

Fees (tax included) · CAD

Phone line / handset remain Client’s cost. GST is included in package fees stated above. Provider will issue invoices as required under the Excise Tax Act (Canada) for GST/HST.

Free Month-1 research · privacy

At no extra fee, in the first month after kickoff Provider delivers a deep research pack for Edmonton condo market development from public and commercial sources. Client shall use research only for lawful business development and shall comply with PIPA and, for electronic messages, Canada’s Anti-Spam Legislation (CASL) where applicable. Not a guarantee of complete private data on every individual.

Term · ownership · ongoing management

4.1 Ownership path

Minimum term for the ownership path is 24 months of quarterly setup paydown (or earlier if balance is paid in full). After full payment of the $30,601.60 setup (tax included), Client owns the custom Capture system delivered under this SOW — software, data in Client’s environment, and codebase rights as defined in any IP schedule — with rights to run, sell, and duplicate into other cities, and to expand under separate work orders.

4.2 Indicative value

Indicative market-value band for planning: $240,000 – $450,000 CAD (software + data + codebase). Not an appraisal, not a guaranteed sale price, and not a valuation opinion under Canadian securities or appraisal standards.

4.3 Monthly after ownership

If, after ownership transfer, Provider continues to manage the website, updates, content ops, and/or ads, the monthly service fee of $667.49 CAD (tax included) continues on the same terms unless the Parties agree otherwise in writing. Ads media spend remains separate and Client-approved. Client may end ongoing management on thirty (30) days’ written notice after month three (3) of service; amounts already due remain payable.

Payment · late fees · stop work · website offline

5.1 How to pay

Pay by e-transfer, wire, or pre-authorized debit to Opcelerate Neural Inc. (RBC details above). Memo: invoice reference or “ProShield Capture”.

5.2 Late fee (monthly and quarterly)

If any monthly service or quarterly setup installment is not paid in full by its due date, Provider may apply a late fee equal to ten percent (10%) of that unpaid installment, minimum seventy-five dollars ($75.00) CAD (tax included), once the installment is more than thirty (30) days past due. Late fees are in addition to any interest permitted under the Judgment Interest Act, R.S.A. 2000, c. J-1 (or successor), or 1.5% per month (18% per year), whichever is lower and lawful.

5.3 Stop work (after late fee window)

If an installment remains unpaid thirty (30) days after the late fee under 5.2 applies (approximately sixty (60) days past the original due date), Provider may, after written notice, suspend all active services (including build, content, ads management, and support) until all overdue amounts, late fees, and accrued interest are paid in full.

5.4 Website offline — quarterly

If a quarterly setup payment remains unpaid for sixty (60) days after its due date, and Provider has sent at least three (3) written reminders, Provider may take Client website(s) and related hosted systems offline until the overdue quarterly, late fees, and interest are paid. Data is retained for a reasonable period for restoration after payment, subject to hosting limits.

5.5 Website offline — monthly

If two (2) monthly service payments are missed (not paid within thirty (30) days of each due date), Provider may, after written notice, take Client website(s) and related hosted systems offline until the missed monthly amounts, late fees, and interest are paid.

5.6 Cure

Upon full payment of all overdue amounts and applicable fees, Provider shall restore services and websites within a commercially reasonable time (target: five (5) business days), except where termination or pause under Article 9 has already completed handoff.

Client duties

Client shall provide timely access, brand assets, approvals, accurate business information, and ad budget authority. Client is responsible for lawful use of research, outreach, and marketing materials under Alberta and Canadian law (including PIPA and CASL where applicable).

Intellectual property

Until setup is paid in full, Provider retains IP in tools, frameworks, agent patterns, and pre-existing systems. Custom Client configuration and Client data belong to Client subject to payment. Provider retains reusable methodologies and platform components not unique to Client. On full setup payment, ownership transfers as in Article 4 and any signed IP schedule. Third-party software and cloud services remain subject to their own licences.

Warranties · liability

Provider shall perform services in a professional and workmanlike manner consistent with Alberta industry practice for similar services. No guarantee of sales volume, search rankings, ad ROAS, or specific revenue. Except for fraud, gross negligence, or willful misconduct, Provider’s aggregate liability for direct damages is limited to fees paid for the three (3) months preceding the claim. Neither Party is liable for indirect, incidental, special, or consequential damages (including lost profits), whether in contract, tort, or otherwise, to the maximum extent permitted by Alberta law. Nothing limits liability that cannot be limited by law.

Termination · pause · handoff

9.1 Breach

Either Party may terminate for material breach uncured fifteen (15) days after written notice. Non-payment beyond the thresholds in Article 5 is a material breach.

9.2 Client pause or exit (wind-down)

If Client wishes to pause management or end ongoing services and begin shutoff:

1. Client gives thirty (30) days’ prior written notice;
2. Client pays two (2) months of monthly service ($667.49 × 2 = $1,334.98 CAD tax included) to cover notice, shutoff, and handoff labour;
3. During that period Provider runs the shutoff and delivery process and delivers to Client everything already paid for as of that date, including: passwords, logins, access credentials, source code / codebase as paid, documentation, and research or intelligence deliverables that have been paid for.

9.3 What is not delivered unpaid

Work, modules, or ownership rights tied to unpaid setup quarterlies or other unpaid fees do not transfer until paid. Provider may retain admin control of unpaid systems until cure or lawful termination accounting.

9.4 Effect of termination

On termination: (a) paid setup progress and paid work stay as delivered under 9.2–9.3; (b) full ownership of the Capture system transfers only if setup is fully paid; (c) Confidential Information remains subject to the NDA; (d) Articles on payment of amounts due, IP, liability limits, and governing law survive.

Governing law · venue · disputes

This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of Alberta sitting in Edmonton, including the Court of King’s Bench of Alberta. Before litigation (except urgent injunctive relief), good-faith negotiation for 30 days, then optional mediation in Edmonton; either Party may then pursue arbitration under the Arbitration Act, R.S.A. 2000, c. A-43 (seat Edmonton, language English) or court proceedings.

General

Entire agreement: this Agreement, Exhibit A (Capture proposal), NDA, and any signed IP schedule. Amendments in writing signed by the Parties.

Independent contractor: Provider is an independent contractor, not an employee, partner, or agent of Client.

Force majeure: neither Party is liable for delay caused by events beyond reasonable control (including outages of major cloud/ad platforms not caused by that Party), provided prompt notice is given and performance resumes when practicable.

Notices: in writing by delivery, courier, registered mail, or email with confirmation. Electronic signatures and PDF counterparts valid under the Electronic Transactions Act, S.A. 2001, c. E-5.5.

Severability · assignment · counterparts: unenforceable terms severed or modified minimally; assignment only with written consent except to a corporate successor that assumes this Agreement; counterparts and electronic signing permitted.

Language: The Parties have requested that this Agreement and related documents be drawn up in English. Les parties ont exigé que la présente convention et les documents qui s’y rattachent soient rédigés en anglais.

Joint Client: ProShield Leak Detection Inc. and CK Condominium Consultants LTD are jointly and severally liable for Client obligations unless a signed writing states otherwise.