Legal Framework

End User License Agreement (EULA)

Last Modified: June 18, 2026

1. Introduction

This End User License Agreement ("Agreement") constitutes a binding legal agreement between you ("User," "You," or "Your") and PMG Consulting ("PMG," "We," "Our," or "Us") governing Your access to and use of the PMG App Suite (the "Software" or "Service"), which includes all or some of Origin, Clarity, Nexus, Vector, and Ignite, including but not limited to all software, applications, updates, content, documentation, and associated services (collectively, the "Software" or "Service"). The Service includes any limited, preview, beta, or pre-launch version of a listed application that PMG makes available prior to that application's full commercial launch, including, without limitation, (i) the helpdesk and knowledge base functionality made available through the Site in advance of the full launch of Clarity ("Clarity Lite"), and (ii) the job application and candidate submission functionality made available through the Site in advance of the full launch of Origin ("Origin Lite"). References in this Agreement to "Clarity," "Origin," or the "Service" shall be read to include Clarity Lite and Origin Lite, respectively, unless the context requires otherwise.

By accessing or using the Software, You represent and warrant that You have read, understood, and agree to be bound by this Agreement. If You do not agree, You must not access or use the Software.

For clarity, this End User License Agreement governs individual end user access to and use of the PMG App Suite. The Terms and Conditions govern the commercial relationship between PMG and its business clients, including matters relating to payment, renewals, and dispute resolution. In the event of conflict between this Agreement and the Terms and Conditions, the Terms and Conditions shall control with respect to commercial and contractual matters, and this Agreement shall control with respect to software usage and restrictions.

2. License Grant

PMG hereby grants You a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Software strictly during the term of Your active engagement with PMG or, if applicable, during the subscription period granted to Your employer or organization. This license is personal to You and may be used solely for commercial purposes in connection with such engagement.

Access to the Software provided free of charge, on a trial basis, or as part of a bundle with other PMG products or services (“Complimentary Access”) is granted at PMG’s sole discretion. No fees are deemed paid for Complimentary Access, and such access does not create any obligation for PMG to provide refunds or credits. Any use outside the scope of this license is strictly prohibited and shall constitute a material breach of this Agreement.

3. Restrictions

You acknowledge and agree that You shall not, directly or indirectly:

a. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the limited extent expressly permitted by applicable law, notwithstanding this restriction.

b. Copy, reproduce, modify, adapt, translate, or create derivative works based on the Software.

c. Rent, lease, lend, sell, assign, sublicense, distribute, or otherwise transfer the Software or any of Your rights hereunder to any third party.

d. Use the Software in any unlawful manner or for any unlawful purpose, or in violation of any applicable laws, regulations, or legal requirements.

e. Use the Software in a manner that contravenes PMG’s Terms and Conditions, internal policies, or other contractual obligations.

f. Provide access to, share, or otherwise distribute the Software or account credentials with unauthorized persons or entities.

g. Circumvent, disable, or otherwise interfere with any security-related features of the Software or features that prevent or restrict copying or use of the Software.

h. Use the Software for purposes of benchmarking, developing, or providing any competing product or service, whether directly or indirectly.

4. Ownership

The Software is licensed, not sold. Title, ownership, and all intellectual property rights in and to the Software, including without limitation all text, data, content, interfaces, graphics, and source code, are and shall remain the exclusive property of PMG and its licensors.

The PMG App Suite is provided solely as a software-as-a-service (SaaS) platform for authorized Users during their engagement with PMG. No ownership rights are conveyed, and all rights not expressly granted herein are reserved by PMG.

All intellectual property rights arising from, derived from, or incorporating User Content, Feedback, or interactions with the Software shall be the sole property of PMG.

5. Updates and Modifications

PMG may, at its sole discretion, provide updates, upgrades, enhancements, or modifications to the Software. Such updates may add, modify, or remove functionality. By continuing to use the Software after such updates, You agree to be bound by the updated version of this Agreement unless expressly stated otherwise.

6. User Content

You retain ownership of any content You upload or submit through the Software (“User Content”). By providing User Content, You grant PMG a non-exclusive, worldwide, royalty-free, sublicensable license to use, store, process, and maintain such User Content as reasonably necessary to operate, maintain, and provide the Software.

7. Governing Law and Jurisdiction

This Agreement shall be governed exclusively by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to conflict of law principles. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be submitted to binding arbitration in Ontario, conducted in accordance with the arbitration rules of the province then in effect. The party initiating the arbitration shall bear the costs of the arbitration. The decision of the arbitrator shall be final and binding, and judgment may be entered upon it in any court of competent jurisdiction.

8. Warranty and Disclaimers

THE SERVICE/SOFTWARE IS PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. PMG, ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

a. WARRANTIES OF MERCHANTABILITY;

b. WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE;

c. WARRANTIES OF TITLE OR NON-INFRINGEMENT;

d. WARRANTIES AS TO ACCURACY, RELIABILITY, COMPLETENESS, SECURITY, UNINTERRUPTED OPERATION, OR ERROR-FREE PERFORMANCE.

PMG MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICE/SOFTWARE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE FREE OF DEFECTS OR ERRORS. ALL RISK AS TO THE QUALITY, PERFORMANCE, AND RESULTS OF THE SERVICE/SOFTWARE REMAINS WITH YOU.

9. Limitation of Liability

To the maximum extent permitted by applicable law, PMG’s total cumulative liability for any claims, damages, or losses arising under or related to this Agreement shall not exceed the total amount of fees actually paid by You to PMG solely and directly for licensed access to the Software in the twelve (12) months immediately preceding the claim.

Complimentary Access, trial-based access, or access bundled with other PMG products or services shall not be deemed payment for the Software and shall not give rise to any recoverable damages or liability under this Agreement. This limitation applies regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and shall survive termination of this Agreement.

10. Term and Termination

This Agreement shall remain in effect for so long as You use the Service unless terminated earlier as provided herein. Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days of written notice. PMG may terminate this Agreement immediately if required to do so by law, if Your use of the Service poses a security risk, or if continued provision of the Service would create material legal or business risk to PMG. Upon termination, You must immediately cease all use of the Service. Termination shall not entitle You to any refund of fees paid. The provisions of this Agreement that by their nature should survive termination shall continue in full force and effect.

11. Privacy

PMG collects, uses, and processes personal data in accordance with the PMG App Suite Privacy Policy, which applies to individual end-user use of the Software. The Privacy Policy is incorporated herein by reference and is legally binding to the extent applicable. By accessing or using the Software, You consent to the collection, use, and processing of personal data as described in the Privacy Policy.

12. Indemnification

You agree to indemnify, defend, and hold harmless PMG, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to:

a. Your use or misuse of the Software;

b. Your violation of this Agreement; or

c. Your violation of any applicable law or the rights of any third party.

PMG reserves the right to assume exclusive defence and control of any matter subject to indemnification by You, in which event You agree to cooperate fully with PMG. You further agree to reimburse PMG for all costs and expenses incurred in enforcing this indemnification obligation.

13. Force Majeure

PMG shall not be liable for any delay or failure in performance due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, labour disputes, governmental action, internet or telecommunications outages, or power failures.

PMG’s obligations are suspended for the duration of such an event, and PMG shall not be deemed in breach of this Agreement as a result.

14. Assignment

You may not assign, delegate, or transfer this Agreement or any rights hereunder without PMG’s prior written consent. Any attempted assignment in violation of this provision shall be void. PMG may assign this Agreement without restriction.

These provisions are incorporated by reference into the Terms and Conditions and apply equally to the Terms and Conditions.

15. Severability

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

16. Entire Agreement

This Agreement, together with the Terms and Conditions, Privacy Policy, Data Processing Addendum, and all other applicable PMG policies, constitutes the entire agreement between You and PMG regarding Your use of the Software and supersedes all prior agreements, negotiations, or understandings, whether oral or written, relating to software usage.

For clarity:

  • The EULA governs individual end-user access to and use of the PMG App Suite.

  • The Terms and Conditions (T&C) govern the business-client relationship, including payment, renewals, and dispute resolution.

  • The Data Processing Addendum (DPA) governs the Processing of Personal Data.

In the event of conflict between the EULA, the Terms and Conditions, and the DPA, the EULA shall control for end-user software usage and restrictions, the Terms and Conditions shall control for commercial matters, and the DPA shall control for the Data Processing restrictions.

BY USING THE SOFTWARE, YOU AFFIRM THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE LEGALLY BOUND BY ITS TERMS.

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