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1. Scope of Application
These Terms of Service ("Terms") apply to all services, software distribution, and consulting activities performed by Xcelerated Prototyping Inc. ("XPI") for its business clients.

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2. Services Provided
XPI offers simulation, modeling, and analysis services, as well as the distribution of third-party simulation software (notably SimulationX by Keysight Technologies). The scope of services will be outlined in individual quotations or project agreements.

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3. Acceptance of Terms
By engaging XPI or using its services, the client agrees to these Terms unless otherwise agreed in writing.

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4. Prices and Payment
All fees are in Canadian dollars (CAD), unless otherwise specified, and are exclusive of applicable taxes. Invoices are payable within 30 calendar days from the invoice date unless otherwise specified. Late payments may be subject to interest at 1.5% per month (18% per annum).

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5. Intellectual Property
Unless otherwise agreed in writing, XPI retains all intellectual property rights to pre-existing materials and reusable methodologies. The client receives a non-exclusive, perpetual license to use any deliverables (such as models, reports, or documentation) created specifically under this engagement, for internal business purposes. For distributed software, the client’s rights are governed by the software provider’s end-user license agreement (EULA).

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6. Software Licensing
XPI resells and supports third-party software (e.g. SimulationX). All use of such software is subject exclusively to the original software provider’s licensing terms. XPI does not grant or modify those rights. See Keysight End-User-License-Agreement (EULA) for SimulationX.

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7. Confidentiality
Each party agrees to maintain the confidentiality of all non-public information exchanged in connection with the engagement. This obligation survives the termination of the business relationship.

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8. Warranty Disclaimer
XPI provides its services and deliverables on an "as-is" basis. No warranties are provided except as explicitly stated in writing. XPI is not responsible for any indirect or consequential damages arising from its services or deliverables.

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9. Limitation of Liability
XPI's total liability for any claim arising under these Terms shall not exceed the total fees paid by the client to XPI under the specific project or contract giving rise to the claim. Liability for loss of profits or data is excluded.

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10. Governing Law and Jurisdiction
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any disputes shall be subject to the exclusive jurisdiction of the courts of Ontario.

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11. Amendments
XPI reserves the right to amend these Terms from time to time. The most recent version will be made available on request and shall apply to all future engagements.

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12. Entire Agreement
These Terms, together with any signed agreement or proposal, constitute the entire agreement between the parties and supersede all prior communications or understandings.

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May 28, 2025