Terms &
Conditions

Desmios Inc. is a technology company incorporated under the Business Corporations Act (Ontario), Ontario Corporation Number 1001555130, HST Registration Number 726792831 RT 0001, with its registered office at 228 Kingknoll Drive, Brampton, Ontario L6Y 4X4. We provide AI-powered phone ordering services to businesses under the product name Jarvis by Desmios.

You may contact us at: privacy@desmios.ca | 942-688-8997 | desmios.ca

By accessing or using the website at desmios.ca (the "Website"), you confirm that you have read, understood, and agree to be bound by these Terms and Conditions (the "Terms") and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to these Terms, please do not access or use the Website.

The Website is intended for use by persons who are 18 years of age or older. By accessing or using the Website, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into these Terms.

The Website is not directed to children, and we do not knowingly collect personal information from individuals under the age of 18 through the Website.

Subject to your compliance with these Terms, Desmios Inc. grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and use the Website for its intended purpose.

This licence does not grant you any right to download (other than ordinary page caching), copy, modify, distribute, sell, or lease any part of the Website or its content, and may be suspended or revoked by Desmios Inc. at any time in the event of a breach of these Terms.

You may use the Website for lawful purposes only. You agree not to:

• Use the Website in any way that violates applicable federal, provincial, or local laws or regulations

• Transmit any unsolicited or unauthorized advertising or promotional material

• Attempt to gain unauthorized access to any part of the Website or its related systems or networks

• Engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Website

• Use automated tools, bots, scrapers, or similar technologies to access or collect data from the Website without our prior written consent

• Impersonate Desmios Inc. or any other person or entity, or misrepresent your affiliation with any person or entity

• Upload, post, or transmit any malicious code, viruses, worms, or other harmful software

• Circumvent, disable, or otherwise interfere with any technical or security measures used to protect the Website

• Use the Website to facilitate any fraudulent, deceptive, or unlawful activity

• Use the Website for any purpose that competes with the business of Desmios Inc., including the systematic collection of competitor intelligence

Desmios Inc. reserves the right, in its sole discretion, to terminate or restrict your access to the Website, and to pursue any remedies available at law or in equity, in the event of a breach or suspected breach of these Terms.

All content on the Website — including but not limited to text, graphics, logos, images, product names, software, and the Jarvis by Desmios brand — is the exclusive property of Desmios Inc. or its licensors and is protected by applicable Canadian intellectual property laws.

You may not reproduce, distribute, modify, publicly display, or create derivative works from any content on the Website without the prior written consent of Desmios Inc.

Trademarks. "Desmios", "Jarvis by Desmios", and any associated names, logos, and slogans are trademarks or pending trademarks of Desmios Inc. They may not be copied, imitated, or used, in whole or in part, without the prior written permission of Desmios Inc. All other trademarks appearing on the Website are the property of their respective owners.

If you submit any feedback, suggestions, ideas, reviews, testimonials, or other materials to Desmios Inc. through the Website or otherwise (collectively, "Submissions"), such Submissions are provided on a non-confidential and non-proprietary basis.

You hereby assign to Desmios Inc. all right, title, and interest in and to your Submissions and, to the fullest extent permitted by applicable law, waive any moral rights you may have in them. Desmios Inc. is free to use, reproduce, modify, publish, and exploit any Submissions for any purpose, without restriction, attribution, or compensation to you.

The content on the Website is provided for general informational purposes only. Nothing on the Website constitutes legal, financial, technical, or business advice. You should not rely on Website content as a substitute for professional advice tailored to your specific circumstances.

The Website and all content are provided on an "as is" and "as available" basis without warranties of any kind, express or implied. Desmios Inc. does not warrant that:

• The Website will be uninterrupted, error-free, or secure

• Any information on the Website is accurate, complete, or current

• The Website will be free of viruses or other harmful components

• The Website will function on, or be compatible with, any particular device, browser, operating system, or configuration

Descriptions of the capabilities of Jarvis by Desmios and other AI-related features displayed on the Website are provided for general illustrative purposes only. They may not reflect the precise performance, accuracy, or output of the service in any specific client context, and should not be relied upon as a guarantee of any particular result.

To the fullest extent permitted by applicable law, Desmios Inc. disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

To the fullest extent permitted by applicable law, Desmios Inc. and its directors, officers, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of or inability to use the Website, even if advised of the possibility of such damages.

In no event shall Desmios Inc.'s total liability to you for all claims arising from your use of the Website exceed one hundred Canadian dollars ($100.00 CAD).

Nothing in these Terms excludes or limits the liability of Desmios Inc. for fraud, fraudulent misrepresentation, gross negligence, or willful misconduct, or for any other liability that cannot be excluded or limited under applicable law.

You agree to indemnify, defend, and hold harmless Desmios Inc. and its directors, officers, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms; (b) your misuse of the Website; (c) your violation of any applicable law or regulation through your use of the Website; or (d) your infringement or violation of any rights of any third party.

This obligation survives the termination of these Terms and your use of the Website.

The Website may contain links to third-party websites. These links are provided for convenience only. Desmios Inc. does not endorse, control, or assume any responsibility for the content, privacy practices, or terms of any third-party websites. Accessing third-party links is at your own risk.

You may link to the home page of the Website provided you do so in a way that is fair and lawful and does not damage or take advantage of the reputation of Desmios Inc.

You must not frame, mirror, scrape, or otherwise reproduce any part of the Website on any other website or in any other medium, or establish a link in any manner that suggests any form of association, approval, or endorsement by Desmios Inc. where none exists, without our prior written consent. Desmios Inc. reserves the right to withdraw linking permission at any time.

Your use of the Website is also governed by our Privacy Policy, which is available at desmios.ca/privacy-policy and is incorporated into these Terms by reference. The Privacy Policy describes, in plain language, the personal information we collect through the Website (such as the information you provide through contact forms and limited technical and session data), the purposes for which it is collected, how it is used, stored, and protected, and your rights to access and correct your personal information.

We handle personal information in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and other applicable Canadian and Ontario privacy legislation, as amended or replaced from time to time. By submitting personal information through the Website, you consent to its collection, use, and disclosure for the specific purposes described in the Privacy Policy.

Where the collection involves sensitive personal information, or where express consent is otherwise required, we will obtain your express consent for that purpose. You may withdraw your consent at any time, subject to legal or contractual restrictions and reasonable notice, by contacting us using the details in Section 25.

The Website uses only essential session cookies that are necessary for basic website functionality. These cookies expire when you close your browser and do not collect personal information. Desmios Inc. does not use any third-party cookies, advertising cookies, marketing pixels, or third-party analytics or tracking technologies on desmios.ca.

You may disable cookies through your browser settings, although doing so may affect the functionality of certain Website features.

If Desmios Inc. introduces any third-party analytics or tracking technologies in the future, the Privacy Policy will be updated in advance to identify them and describe their purpose, and any consent mechanism required under applicable law will be implemented. Further detail is set out in the Privacy Policy at desmios.ca/privacy-policy.

If you submit an inquiry or contact form through the Website, you consent to Desmios Inc. contacting you in response to your inquiry. Desmios Inc. is committed to compliance with Canada's Anti-Spam Legislation (CASL) and will only send commercial electronic messages ("CEMs") where it has the recipient's express or implied consent. In particular:

• Express consent. Express consent will be obtained, and a record kept, before sending CEMs that rely on express consent

• Implied consent. Where you send an inquiry to Desmios Inc. through a contact form or by email, this gives rise to implied consent under section 10(9)(a) of CASL, permitting Desmios Inc. to send you related CEMs for a period of six (6) months from the date of your inquiry, unless you unsubscribe earlier

• Identification and unsubscribe. Every CEM sent by Desmios Inc. will clearly identify Desmios Inc., provide valid contact information, and include a functioning unsubscribe mechanism that allows you to withdraw your consent at no cost

• Withdrawal of consent. Unsubscribe requests will be given effect promptly and in any event within ten (10) business days, as required by CASL

Desmios Inc. will not add you to any marketing list or share your contact information with third parties except as permitted by law and as described in the Privacy Policy.

Desmios Inc. reserves the right to modify, suspend, or discontinue the Website, in whole or in part, at any time. We also reserve the right to update these Terms from time to time. We distinguish between non-material and material changes:

• Non-material changes. Non-material changes (such as clarifications, corrections, or minor updates) may take effect immediately upon posting of the updated Terms with a revised effective date

• Material changes. For any material change to these Terms, Desmios Inc. will provide at least thirty (30) days' advance notice before the change takes effect, by posting a prominent notice on the Website and, where we hold your email address, by sending notice to that address

The material change will take effect on the date specified in the notice. Your continued use of the Website after that effective date constitutes your acceptance of the revised Terms. If you do not agree to a material change, you must stop using the Website before the change takes effect.

These Terms are identified by version number and effective date. The version currently in force is Version 2.0, effective June 3, 2026, and it supersedes all prior versions.

Each version of these Terms bears a specific effective date stated in the header. Prior versions of these Terms are archived and available on request by contacting Desmios Inc. using the details in Section 25.

Desmios Inc. shall not be liable for any failure to perform, or delay in performing, any of its obligations, or for any interruption, unavailability, or failure of the Website, where such failure or delay results from events or circumstances beyond its reasonable control.

Such events include, without limitation, third-party service or infrastructure provider outages, cyberattacks, denial-of-service attacks, failures of the internet or telecommunications networks, power failures, natural disasters, epidemics or pandemics, labour disputes, acts of terrorism, and acts or orders of government or regulatory authorities.

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

Any disputes arising from these Terms shall be resolved exclusively in the courts of the Province of Ontario, and you irrevocably submit to the jurisdiction of those courts.

These Terms have been drafted in the English language, and the English-language version shall govern in the event of any conflict or inconsistency with any translation. Any communications and documents relating to these Terms or your use of the Website will be provided in English. It is the express wish of the parties that these Terms and all related documents be drawn up in English.

These Terms, together with the Privacy Policy incorporated by reference, constitute the entire agreement between you and Desmios Inc. with respect to your use of the Website, and supersede all prior or contemporaneous communications, understandings, and representations, whether written or oral, relating to that subject matter.

No failure or delay by Desmios Inc. in exercising any right or enforcing any provision of these Terms shall constitute a waiver of that or any other right or provision. Any waiver must be in writing and signed by an authorized representative of Desmios Inc. to be effective, and a waiver on one occasion shall not be construed as a waiver of any right or remedy on any future occasion.

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

Desmios Inc. is committed to ensuring that the Website is accessible to persons with disabilities and to meeting its obligations under the Accessibility for Ontarians with Disabilities Act, 2005 (AODA) and its Integrated Accessibility Standards Regulation.

We endeavour to design and maintain the Website in a manner consistent with the Web Content Accessibility Guidelines (WCAG) 2.0 Level AA. If you encounter any difficulty accessing any part of the Website, or require content in an accessible format, please contact us using the details in Section 25 and we will work with you to provide the information or service you require in a suitable manner.

If you have any questions about these Terms and Conditions, please contact us:

• Desmios Inc.

• 228 Kingknoll Drive, Brampton, Ontario L6Y 4X4

• privacy@desmios.ca

• 942-688-8997

• desmios.ca