Last Updated: October 1, 2025
These Terms of Service (“Terms”) govern the provision of Othersphere diligence assessments (“Reports”) by Othersphere Systems Inc. (“Provider”) to any purchasing organization or individual (“Customer”).
Each order, request, or written confirmation for a Report (collectively, an “Order Form”) incorporates these Terms by reference. By accepting delivery of a Report, Customer agrees to be bound by these Terms.
1.1. Reports. Reports are written research and analysis documents providing insights into infrastructure, energy, and related markets.
1.2. Order Form by Reference. Each confirmed order identifies the specific Report(s), price, and delivery details. The Order Form forms part of these Terms.
1.3. Effective Moment. These Terms become binding upon acceptance in writing of the Order Form and remain in effect thereafter with respect to that Report and related payment obligations.
2.1. Preparation and Delivery. Provider will prepare and deliver the Report described in the applicable Order Form. Delivery will be electronic-by email or through a secure document-delivery portal.
2.2. Purpose and Limitations. Reports are for informational purposes only. They do not constitute investment, financial, engineering, or legal advice. Reports may include analyses or outputs generated using artificial intelligence or automated modeling systems, which may contain inaccuracies or omissions. All information, assumptions, and results are provided on a best-effort basis. Customer is solely responsible for verifying all information and for any decisions or actions taken in reliance upon the Report.
2.3. Corrections. Provider may correct factual or typographical errors reported by Customer within twenty (20) business days of delivery. Any new analysis or revision requires a new Order Form.
2.4. Feedback. Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback “as is”. Provider may use all Feedback freely without any compensation, notice, restriction or obligation.
3.1. Fees. Fees for Report(s) are as stated in the applicable Order Form, invoice, or payment link. Except as otherwise expressly specified in writing, all fees are non-refundable.
3.2. Payment Period. Payment is due within 15 business days of delivery of the Report unless otherwise agreed in writing (within invoices or other written communications).
3.3. Invoices and Currency. Invoices may be issued concurrently with delivery. Fees are payable in U.S. dollars unless otherwise stated.
3.4. Taxes. Report prices are stated in U.S. dollars and include applicable Canadian GST/HST where required by law. No such taxes apply to customers located outside Canada. For non-Canadian customers, the Report price is exclusive of any value-added, sales, or similar taxes that may apply in the customer’s jurisdiction; where required under reverse-charge or equivalent rules, the customer is responsible for self-assessment and remittance of such taxes. If the customer provides a valid VAT or business tax identification number, Othersphere will treat the supply as a business-to-business (B2B) transaction for tax purposes.
3.5. Late Payment. Overdue amounts accrue interest at 1.5 % per month (or the maximum permitted by law).
3.6. Payment Dispute. If Customer has a good-faith disagreement about the amounts charged on an order form or invoice, Customer must notify Provider about the dispute during the Payment Period and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days after the end of the Payment Period. If no resolution is agreed, each party may pursue any remedies available under these Terms.
4.1. Intellectual Property. All rights, title, and interest in and to the Reports, underlying data models, methodologies, and related intellectual property remain exclusively with Provider and its licensors.
4.2. License to Use. Upon full payment, Customer receives a non-exclusive, non-transferable license to use the Report internally for its own business purposes. External disclosure of any Report, in whole or in part, beyond Customer, or controlled affiliates, contractors, or consultants who are under written confidentiality obligations no less protective than these Terms, requires Provider's prior written consent, which will not be unreasonably withheld for customary uses.
4.3. Attribution and Disclosure. Distribution beyond the original recipient organization is discouraged and requires written approval. Any permitted sharing must attribute Provider as the source.
4.4. Third-Party Data and Licenses. Reports may include or rely upon data, models, or content licensed from third-party providers. All such material remains the property of its respective owner and is used under applicable license terms. Customer will not copy, redistribute, or use any portion of such data except as expressly permitted by Provider.
5.1. Obligations. Each party will keep confidential all non-public information received from the other in connection with a Report and use it only for purposes of this engagement. For avoidance of doubt, this includes any target locations and asset configurations provided by the Customer through the Order Form.
5.2. Exclusions. These obligations do not apply to information that (a) is or becomes public through no fault of the recipient; (b) was lawfully known prior to disclosure; (c) is independently developed without reference to the other's information; or (d) must be disclosed under law, provided prompt notice is given.
5.3. Duration. Confidentiality obligations survive indefinitely after delivery. Public release or distribution of a Report or substantial excerpt without Provider's written approval is prohibited.
5.4. Precedence of Prior Agreements. If Provider and Customer have entered into a separate, mutually executed non-disclosure agreement (“Prior NDA”) that encompasses the exchange of information under these Terms, the Prior NDA will govern the parties' confidentiality obligations. In the event of any conflict between the terms of the Prior NDA and this Section 5, the terms of the Prior NDA will supersede and control.
6.1. Authority. Each party represents that it has the authority to enter into these Terms.
6.2. Standard of Care. Provider warrants that each Report will be prepared with reasonable professional skill and care consistent with industry standards.
6.3. Disclaimer. Except as expressly stated, all Reports are provided "as is" and "as available." Provider disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy, or non-infringement. This Section 6.3 should be read together with Section 8 (Limitation of Liability).
7.1. Each party ("Indemnifying Party") will indemnify and hold harmless the other ("Indemnified Party") from third-party claims, losses, or expenses arising from the Indemnifying Party's gross negligence, willful misconduct, or material breach, provided prompt written notice and reasonable cooperation are given.
8.1. To the maximum extent permitted by law, Provider is not liable for any loss, damage, or other consequence arising from the use, misuse, or reliance upon any Report or its contents, even if such loss or damage was foreseeable or results from negligence.
8.2. In all cases, Provider's total cumulative liability relating to a Report will not exceed the amount paid for that Report.
8.3. Neither party will be liable for indirect, incidental, consequential, special, or punitive damages, or for loss of profits, data, or goodwill. These limitations apply to all legal theories, including contract, tort, and statutory claims.
9.1. Neither party will be liable for failure or delay (except payment) caused by events beyond reasonable control, including natural disasters, war, acts of government, or network disruptions. The affected party must notify the other and resume performance promptly.
10.1. Provider may identify Customer by name and logo as a purchaser of Reports in its marketing materials unless Customer requests in writing not to be listed.
11.1. These Terms are governed by the laws of British Columbia and the federal laws of Canada applicable therein (“Applicable Laws”).
11.2. The parties submit to the exclusive jurisdiction of the courts of British Columbia.
12.1. Independent Contractors. The parties are independent contractors.
12.2. Assignment. Customer may not assign these Terms without Provider's written consent, except to a successor acquiring substantially all of its assets.
12.3. Notices. Notices must be sent to legal@othersphere.io or to the address in the Order Form and are deemed received upon confirmation of transmission.
12.4. Severability. If any provision is held invalid, the remainder remains in effect.
12.5. Amendments. Provider may update these Terms by posting a revised version on its website. Updates apply only to future orders.
12.6. Entire Agreement. These Terms and the applicable Order Form constitute the entire agreement regarding Reports and supersede all prior communications, with the exception of any mutually executed confidentiality or non-disclosure agreement currently in effect between the parties, which shall remain in full force and effect.
12.7. Survival. Sections 4 through 8 and 10-12 survive any termination or expiration.
