VMDL Technologies Inc.

1. Services Provided

VMDL Technologies Inc. will provide IT consulting services as outlined in the agreed-upon scope of work. The scope, timeline, and deliverables will be detailed in a separate Service Agreement or Statement of Work (SOW).

2. Payment

Clients are responsible for the agreed-upon payment as outlined in the Service Agreement or SOW. Payment terms, methods, and schedules will be specified in the agreement.

3. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary, sensitive, or confidential information shared during the course of the engagement. This includes, but is not limited to, business strategies, intellectual property, and technical data.

4. Intellectual Property

Any intellectual property developed during the engagement will be owned by the client, unless otherwise specified in the Service Agreement or SOW.

5. Limitation of Liability

VMDL Technologies Inc. will make every effort to provide accurate and effective services. However, we are not liable for any direct, indirect, incidental, or consequential damages resulting from the use or inability to use our services.

6. Indemnification

Clients agree to indemnify and hold harmless VMDL Technologies Inc. from any claims, liabilities, costs, or expenses arising from the client's use of our services.

7. Termination

Either party may terminate the engagement with written notice if the other party breaches these Terms or the Service Agreement/SOW. Upon termination, clients are responsible for any outstanding payments for services rendered.

8. Governing Law

These Terms are governed by the laws of Ontario, Canada. Any disputes arising from these Terms will be subject to the exclusive jurisdiction of the courts in Ontario, Canada.

9. Amendments

VMDL Technologies Inc. reserves the right to update or modify these Terms at any time. Clients will be notified of any changes, and continued use of our services constitutes acceptance of the updated Terms.