ProOps Ads Tracker - Services Agreement

Version: November 2025

Last updated: June 18, 2026

These Terms of Service (the "Terms" or "Agreement") govern your access to and use of the ProOps Ads Tracker service provided by 1000961632 Ontario Inc. o/a ProOps Consulting, an Ontario corporation ("Provider"). By checking the "I agree to the Terms of Service" box during signup, you (the "Customer" or "you") agree to be bound by these Terms. The terms "Customer" or "you" refer to the entity on whose behalf you are accepting these Terms. By accepting, you represent that you have the authority to bind your organization to these Terms.

Your use of the Services is also governed by the ProOps Ads Tracker Privacy Policy, available at https://www.proopsconsulting.ca/ads-tracker-privacy-policy, which is incorporated into this Agreement by reference.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.

(a) "Ads Tracker HQ" means the cloud-based software platform operated by Provider that powers the Services, including the data ingestion, baseline comparison, alert generation, reporting, and user-management infrastructure that delivers the daily ad operations monitoring functionality described in Exhibit A.

(b) "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.

(c) "Chrome Extension" means the browser extension component of the Services, distributed via the Google Chrome Web Store, which acts as the primary user interface for Authorized Users to access daily alerts, reports, and other outputs generated by Ads Tracker HQ.

(d) "Confidential Information" has the meaning set forth in Section 6.

(e) "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.

(f) "Effective Date" means the date Customer first accepts these Terms via the signup process (including by checking the "I agree to the Terms of Service" box during signup).

(g) "Fees" has the meaning set forth in Section 5(a) and Exhibit A.

(h) "Initial Term" has the meaning set forth in Section 11(a).

(i) "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, provincial, territorial, municipal, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

(j) "Losses" has the meaning set forth in Section 9(a)(i).

(k) "Notice" has the meaning set forth in Section 12(c).

(l) "Privacy Policy" means the ProOps Ads Tracker Privacy Policy, available at https://www.proopsconsulting.ca/ads-tracker-privacy-policy, as updated from time to time.

(m) "Provider IP" means the Services, the Documentation, Ads Tracker HQ, the Chrome Extension, the Troubleshoot Assistant, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP does not include Customer Data.

(n) "Referral Credit" has the meaning set forth in Section 5(c).

(o) "Renewal Term" has the meaning set forth in Section 11(a).

(p) "Service Suspension" has the meaning set forth in Section 2(d).

(q) "Services" means the software-as-a-service offering described in Exhibit A, comprising Ads Tracker HQ, the Chrome Extension, and any included features such as the Troubleshoot Assistant.

(r) "Term" has the meaning set forth in Section 11(a).

(s) "Third-Party Claim" has the meaning set forth in Section 9(a)(i).

(t) "Third-Party Products" means any third-party products provided with or incorporated into the Services.

(u) "Trial Period" has the meaning set forth in Exhibit A, Section D.

(v) "Troubleshoot Assistant" means the opt-in artificial intelligence feature within the Services that provides automated root-cause analysis and recommendations on alerts flagged by Ads Tracker HQ.

2. Access and Use.

(a) Provision of Access. Subject to and conditioned on Customer's payment of Fees and compliance with all other terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 12(j)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use. Provider shall provide to Customer the necessary credentials, network connections, and access to the Chrome Extension and Ads Tracker HQ to allow Customer to access the Services. The total number of Authorized Users will not exceed the number set forth in Exhibit A, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.

(b) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

(c) Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.

(d) Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP, (B) Customer's or any Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider, (C) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities, (D) subject to applicable Law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (E) Provider's provision of the Services to Customer or any Authorized User is prohibited by applicable law; or (F) Customer or any Authorized User has connected, or attempted to connect, to the Services any advertisement server or Google Ad Manager Network ID that Customer does not own or lawfully control or is not otherwise authorized to connect, in breach of Section 3(b)(ii); (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a) (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer (which may be prior notice where practicable, or prompt notice if immediate suspension is required for security or legal reasons) and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension or Customer's failure to provide advertisement server access pursuant to Section 3(b)(i), below.

3. Customer Responsibilities.

(a) General. Customer is responsible and liable for all uses of the Services resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use all reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.

(b) Advertisement Server Access.

(i) Forthwith upon acceptance of this Agreement, Customer shall provide Provider with credentials for a read-only service account at Customer's Google Ad Manager network (or other advertisement server, where applicable) with the minimum permissions necessary to enable Ads Tracker HQ to access the advertisement server. Customer acknowledges that the Services depend on continuous read-only access to Customer's advertisement server, and that Provider has no liability for any failure or delay in the Services arising from Customer's failure to provide or maintain such access.

(ii) Customer represents, warrants, and covenants that, with respect to each Google Ad Manager Network ID (or other advertisement server) connected to the Services: (A) the individual accepting this Agreement and configuring the Services is an authorized user of such Network ID with sufficient permissions to grant the access contemplated by this Section; (B) Customer owns or otherwise lawfully controls such Network ID; (C) Customer has all rights, authority, and consents necessary to create, add, and maintain the read-only service account described in subclause (i) above, and to grant Provider access through it, without violating the Google Ad Manager terms of service or other applicable Google policies, any applicable Law, or any right of any third party; and (D) Customer will ensure that such authorization, ownership or control, and access remain in effect throughout the Term. Customer is solely responsible for connecting only those Network IDs that it is authorized to connect, and Provider may rely conclusively on Customer's configuration of the Services as confirmation that the foregoing representations and warranties are true and accurate.

(c) Third-Party Products. Provider may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and their applicable flow-through provisions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.

4. Service Levels.

Subject to the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to make the Services available.

5. Fees and Payment.

(a) Fees. Customer shall pay Provider the fees ("Fees") as set forth in Exhibit A without off-set or deduction. Fees in effect on the Effective Date are guaranteed for the entire Initial Term. Provider may increase fees for any Renewal Term by giving Customer at least thirty (30) days' prior written notice (email sufficient). If Customer fails to make any payment when due, without limiting Provider's other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of five percent (5%) per annum or, if lower, the maximum amount permitted under applicable Law; (ii) Customer shall reimburse Provider for all costs incurred by Provider in collecting any late payments or interest, including reasonable legal fees, court costs, and reasonable collection agency fees; and (iii) Provider may immediately suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

(b) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.

(c) Referral Credits. Any credit earned under Exhibit B (Publisher Referral Program) ("Referral Credit") shall be applied as a reduction to the next monthly invoice following confirmation of eligibility under Exhibit B. Referral Credits: (i) apply only to the base subscription fee for Customer's existing tier of Authorized Users as set forth in Exhibit A; (ii) do not apply to additional users, overages, taxes, Third-Party Products, or any other charges; (iii) are non-transferable, non-refundable, and have no cash value; (iv) expire if not used within six (6) months of issuance; and (v) may be revoked by Provider if Customer breaches this Agreement or Exhibit B.

6. Confidential Information.

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party (unless any such notice is contrary to applicable law or a court order) and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire two (2) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

7. Intellectual Property Ownership.

(a) Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP (including without limitation Ads Tracker HQ, the Chrome Extension, and the Troubleshoot Assistant) and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

(b) Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer.

8. Warranty Disclaimer.

THE PROVIDER IP IS PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

9. Indemnification.

(a) Provider Indemnification.

(i) Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable legal fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's Canadian intellectual property rights, provided that Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim.

(ii) If such a claim is made or appears possible, Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

(iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Customer Data; or (D) Third-Party Products.

(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) breach of any representation, warranty, or covenant set forth in Section 3(b)(ii); (iii) use of the Services in a manner not authorized by this Agreement; (iv) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (v) modifications to the Services not made by Provider, provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

(c) Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

10. Limitations of Liability.

(a) Exclusion of Damages. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S OBLIGATIONS UNDER SECTION 6 (CONFIDENTIAL INFORMATION), SECTION 9 (INDEMNIFICATION), OR A BREACH OF SECTION 3 (CUSTOMER OBLIGATIONS) OR SECTION 7 (INTELLECTUAL PROPERTY), IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) COST OF REPLACEMENT GOODS OR SERVICES; OR (v) AMOUNTS FOR WHICH THE CUSTOMER IS LIABLE TO THIRD PARTIES.

(b) Foreseeability. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER THE PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) Cap on Direct Damages. IN NO EVENT WILL THE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Term and Termination.

(a) Term. The initial term of this Agreement is twelve (12) months commencing on the Effective Date (the "Initial Term"). Following the Initial Term, this Agreement will automatically renew on a month-to-month basis (each renewal month, a "Renewal Term," and together with the Initial Term, the "Term") unless terminated earlier in accordance with this Section.

(b) Pricing during Initial Term. The subscription fees in effect on the Effective Date are guaranteed for the entire Initial Term. Provider may increase fees only at the start of any Renewal Term by giving Customer at least thirty (30) days' prior written notice (email sufficient).

(c) Termination. In addition to any other express termination right set forth in this Agreement:

(i) During the Trial Period: Either party may terminate this Agreement at any time during the Trial Period in accordance with Exhibit A, Section D.

(ii) During the Initial Term (after the Trial Period): Either party may terminate this Agreement only for material breach or non-payment (with thirty (30) day cure period where applicable).

(iii) During any Renewal Term: Either party may terminate this Agreement at any time with thirty (30) days' written notice.

(d) Effect of Expiration or Termination. Upon expiration or termination, Customer shall immediately cease using the Services. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund (except as expressly provided in Exhibit A, Section D with respect to cancellation during the Trial Period). Surviving provisions include Sections 1, 5, 6, 7, 8, 9, 10, 11(d), and 12.

12. Miscellaneous.

(a) Entire Agreement. This Agreement, together with the Privacy Policy and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

(b) Order of Precedence. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.

(c) Notices. Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (other than routine communications having no legal effect) (each, a "Notice") in writing and addressed to the other Party at the email address on file with Customer's account or, in the case of Provider, to adstracker@proopsconsulting.ca (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). Notices sent in accordance with this Section will be conclusively deemed validly and effectively given: (a) on the date of receipt, if delivered by personal delivery, or by a nationally recognized same day or overnight courier (with all fees prepaid); (b) upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "read receipt" function, as available, return email or other form of written acknowledgment), if delivered by email; or (c) on the tenth day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid.

(d) Force Majeure. In no event shall Provider be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Provider's reasonable control, including but not limited to acts of God, epidemics, pandemics, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

(e) Amendments and Modifications. Provider may modify these Terms from time to time by posting an updated version on its website. Provider shall provide Customer with reasonable notice of material changes (which may be by email to the address on file with Customer's account, or by in-product notification) at least thirty (30) days before such material changes take effect. Customer's continued use of the Services after the effective date of such changes constitutes acceptance of the modified Terms. If Customer does not agree to the modified Terms, Customer must terminate this Agreement before the effective date of such changes in accordance with Section 11(c).

(f) Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(g) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(h) Governing Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.

(i) Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario, and each Party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Service of process, summons, notice, or other document by mail to such Party's address set forth herein shall be effective service of process for any suit, action, litigation, or other proceeding brought in any such court. Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

(j) Assignment. Customer may not assign or otherwise transfer any of its rights or delegate or otherwise transfer any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. Any purported assignment, transfer, or delegation in violation of this Section will be null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

(k) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(b), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

(l) Electronic Acceptance and Counterparts. Customer's acceptance of these Terms by checking the "I agree to the Terms of Service" box during signup constitutes valid and binding acceptance of this Agreement. Such electronic acceptance has the same legal effect as a manually executed signature. To the extent this Agreement is reduced to writing and executed in counterparts, each counterpart is deemed an original, but all of which together are deemed to be one and the same agreement.

EXHIBIT A - Services, Fees, Authorized Users

Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement.

A. DESCRIPTION OF SERVICES:

The ProOps Ads Tracker is an ad operations monitoring solution comprising three integrated components:

(i) Ads Tracker HQ - the cloud-based platform that ingests Customer's Google Ad Manager data via read-only API access, generates daily baseline comparisons, produces red and orange severity alerts across campaigns, revenue, and inventory, manages user accounts and self-managed alert filters, and handles VAST-specific monitoring for video inventory.

(ii) The Chrome Extension - the primary user interface, delivered as a browser extension from the Google Chrome Web Store, providing Authorized Users with daily access to alerts, downloadable Excel reports, and Ads Tracker HQ outputs alongside their Google Ad Manager session.

(iii) The Troubleshoot Assistant - an opt-in artificial intelligence feature that, on Customer request via the Chrome Extension, performs automated root-cause analysis on flagged alerts and provides recommended next steps.

Provider may, from time to time and in its sole discretion, add new features, capabilities, or integrations to Ads Tracker HQ, the Chrome Extension, or the Troubleshoot Assistant at no additional cost to Customer.

B. FEES: USD $249 per month per Google Ad Manager Network ID for the authorized number of users specified in Section C below, payable each month during the Term. For additional Authorized Users beyond the included tier, upon Customer's written request, a fee of USD $49 per additional user per month will be added to the monthly charge. Multi-network pricing for Customers managing more than one Google Ad Manager Network ID is available by separate written addendum or quote - contact adstracker@proopsconsulting.ca.

C. AUTHORIZED NUMBER OF USERS: 3 (three) Authorized Users included in the base subscription fee set forth in Section B above.

D. PROMOTIONAL OFFERS - 30-DAY FREE TRIAL:

Customer shall be entitled to a thirty (30) day free trial period commencing on the Effective Date (the "Trial Period"). The Trial Period is governed by the following terms:

(i) Credit Card Required. Customer is required to provide valid credit card or bank-account payment information at the time of signup to initiate the Trial Period. The provided payment method will be securely stored by Provider's third-party payment processor (Stripe) for the purpose of billing the monthly subscription fee at the end of the Trial Period, unless this Agreement is terminated pursuant to subclause (iii) below.

(ii) No Subscription Commitment During Trial. During the Trial Period, Customer may use the Services at no cost, subject to the terms of this Agreement. Customer is under no obligation to continue the subscription beyond the Trial Period and may terminate this Agreement at any time during the Trial Period at no cost and with no fees or charges due.

(iii) Trial Period Cancellation Methods. Customer may cancel during the Trial Period by either: (A) sending written notice of cancellation to Provider at adstracker@proopsconsulting.ca; or (B) cancelling the subscription via the Stripe customer portal (where available to Customer). Cancellation must be received by Provider, or completed via the Stripe customer portal, before expiration of the Trial Period to avoid automatic conversion to a paid subscription.

(iv) Automatic Conversion at End of Trial. Unless Customer cancels in accordance with subclause (iii) above before the expiration of the Trial Period, this Agreement will automatically continue beyond the Trial Period, and standard monthly subscription fees as set forth in Section B above will become payable beginning on the first day immediately following expiration of the Trial Period.

(v) No Refunds. No refunds or credits will be provided for the Trial Period itself. Charges applied after the Trial Period are not eligible for refund except as required by applicable Law or otherwise expressly agreed in writing by Provider.

(vi) Additional Promotional Offers. Provider may, from time to time, offer additional promotional discounts, credits, or extended trial periods. Any such additional offers will be subject to their own published terms.

EXHIBIT B - Publisher Referral Program

A. PROGRAM DESCRIPTION

The Publisher Referral Program ("Program") allows an existing Customer that is a digital publisher ("Referring Publisher") to earn one (1) month of free access to the Services in exchange for successfully referring a new publisher ("Referred Publisher") that executes a ProOps Ads Tracker Agreement with Provider and completes three (3) consecutive months of paid subscription fees.

B. ELIGIBILITY

(1) The Referring Publisher must be a current Customer in good standing under this Agreement at the time of referral and at the time the reward is issued.

(2) The Referred Publisher must:

• Be a new customer not previously registered with or in active discussions with Provider;

• Execute an Agreement for the ProOps Ads Tracker within six (6) months of the referral submission;

• Pay a base monthly fee of at least USD $249 (corresponding to the standard subscription for up to 3 Authorized Users); and

• Complete three (3) consecutive months of paid subscription fees without cancellation or non-payment.

(3) Self-referrals, referrals of affiliates, or referrals already in Provider's sales pipeline are not eligible.

C. REFERRAL PROCESS

(1) The Referring Publisher must submit the referral via email to support@proopsconsulting.ca (or such other address as Provider may designate) including: (a) Name of the Referred Publisher, and (b) Primary contact name and email.

(2) Provider will confirm in writing within five (5) business days whether the referral is accepted as valid and eligible under this Program.

(3) If multiple Referring Publishers submit the same lead, Provider will award the reward to the first valid submission, with its decision final.

D. REWARD

(1) Upon satisfaction of all eligibility conditions in Section B(2), the Referring Publisher will receive one (1) month of free access to the Services, credited against the next invoice following the Referred Publisher's third paid month.

(2) The free month applies only to the base subscription fee for the Referring Publisher's existing Authorized User tier. Additional users, overages, or add-ons are not included.

(3) The reward is non-transferable, non-assignable, and has no cash value.

(4) Provider reserves the right to revoke or withhold the reward if the Referred Publisher cancels, defaults, or breaches its SaaS Agreement during the qualifying period.

E. PROMOTIONAL RESTRICTIONS

(1) Referring Publishers may only use marketing language and materials provided or pre-approved in writing by Provider.

(2) Referring Publishers must not make representations about the Services beyond those in Provider-approved materials.

(3) Any violation of this section may result in disqualification from the Program and potential termination under Section 11 of the Agreement.

F. TERM AND TERMINATION OF PROGRAM

(1) Provider may modify or terminate the Program at any time upon thirty (30) days' prior written notice to Customer.

(2) Referrals submitted and accepted prior to termination will be honored if all eligibility conditions are met.

(3) This Exhibit B may be terminated by Provider immediately if Customer breaches any term of the Program or the Agreement.

G. GENERAL

(1) Participation in the Program does not create an agency, partnership, or employment relationship.

(2) Provider is not responsible for any taxes associated with the reward. Customer is solely responsible for reporting and paying any applicable taxes.

(3) This Program is subject to all terms of the Agreement, including but not limited to Sections 6 (Confidentiality), 7 (Intellectual Property), 9 (Indemnification), and 10 (Limitations of Liability).