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Dru Comtell Inc.

Public Policy *

Terms and Conditions

Last Updated: March 30, 2026

Commtrac (trade name of Dru Comtell Inc.) (the “Company,” “We,” “Us,” or “Our”), a corporation incorporated under the laws of the Province of Alberta, Canada (Alberta CAN: 202696692), with its registered office at 10180 101st Street NW, Edmonton, Alberta T5J 3S4, operates this website and any associated online platforms (collectively, the “Site”). These Terms and Conditions (the “Terms”) govern your access to and use of the Site.

Important Notice

Regarding the Nature of Our Business Commtrac™ (one of various trading names under Dru Comtell Inc.) does not handle securities, client funds, or assets. The Company is not a money transmitter, money services business (MSB), dealer, payment service provider, card issuer, treasury service, or any other regulated financial institution. Its primary activity is strictly limited to developing software for financial institutions, granting licences for its secure messaging systems, and hosting its data verification technology exclusively for institutional clients. In addition, Commtrac™ facilitates introductions between financial entities and third-party service providers (such as treasury services, payment service providers, banks, and card issuers) by supplying the software, messaging systems, and verification tools that enable communication with those providers.

The Company does not deal or interact with retail (non-institutional) clients and does not offer any regulated financial services. All actual provision of software, licensing, hosting, or related services occurs solely pursuant to separate, executed private contracts and licensing agreements entered into directly with institutional clients on a business-to-business (B2B) basis. These Terms apply only to public access to the Site for informational purposes. Any use of the Company’s products or services is governed exclusively by the terms of those private contracts and licensing agreements, which are issued prior to any licensing or engagement and supersede these Terms to the extent of any inconsistency.

1. Acceptance of These Terms

By accessing, browsing, or using the Site in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as any applicable laws and regulations. If you do not agree to these Terms, you must immediately cease all use of the Site. We reserve the right to modify these Terms at any time. Continued use of the Site after any changes constitutes your acceptance of the revised Terms. We will endeavour to notify users of material changes via the Site or by other reasonable means.

2. Eligibility and Permitted Users

The Site and any information provided thereon are intended exclusively for institutional clients and authorised representatives of financial entities or other businesses acting in a commercial or professional capacity. Use by retail (non-institutional) individuals or entities is strictly prohibited. You represent and warrant that you are (i) an authorised representative of a qualifying institutional client or financial entity, (ii) at least 18 years of age (or the age of majority in your jurisdiction), and (iii) acting within the scope of your authority to bind your organisation. The Company does not provide services to consumers or retail clients, and any attempt to access or use the Site for non-institutional purposes may result in immediate termination of access and potential legal action.

By registering for an account through the Commtrac™ portal or any other registration mechanism available on the Site, you (and the institutional entity you represent) automatically become a “Commtrac™ Network Member” with limited, non-production access to certain informational resources, demonstration features, and client portals. This membership status grants only preliminary and revocable access for evaluation and networking purposes within our institutional network. Full access to the Company’s secure messaging systems, data verification technology, licensing rights, or production services is available solely upon execution of a separate Private Agreement (licensing or services contract) with Dru Comtell Inc. Until such a Private Agreement is fully executed, your access remains strictly limited and does not create any right to use the Company’s proprietary technology in a live or commercial environment.

You are fully responsible for all activities that occur under your account credentials. You agree to maintain the confidentiality of your login information and to restrict access exclusively to authorised employees, directors, officers, or trusted associates of your organisation who have a legitimate need to access the Site or Client Portals on behalf of your institution. You must not share your credentials with any third party, including contractors, consultants, or affiliates, unless they are acting directly under your organisation’s control and you remain fully liable for their actions. Any breach of this responsibility shall be treated as a material violation of these Terms.

Furthermore, any individual who logs into the Site or accesses any Client Portal using credentials issued under your account is deemed to have agreed to be bound by these Terms and Conditions to the same extent as you. You agree to ensure that all such users are made aware of these Terms prior to granting them access and that they comply fully with them. You remain jointly and severally liable for any actions taken by any person accessing the Site through your account.

The Company reserves the right, in its sole discretion, to refuse, suspend, or terminate any account registration or membership at any time, with or without notice, if we determine that the user or their organisation does not meet eligibility criteria, has violated these Terms, or for any other reason we deem appropriate. Membership in the Commtrac™ Network does not imply any endorsement, partnership, or contractual commitment beyond the limited access described herein, and does not entitle the member to any Services until a Private Agreement is executed.

All access granted under a Commtrac™ Network Membership remains subject to the strict intellectual property protections, confidentiality obligations, and trade secret safeguards set out elsewhere in these Terms. Any unauthorised use, sharing of access, or attempt to expand usage beyond the permitted limited scope may result in immediate termination of access, legal action, and liability for damages.

3. Definitions For the purposes of these Terms:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Company or you, as applicable.
“Commtrac™” refers to the Company’s secure messaging, data verification, and related software solutions.
“Content” means any text, images, graphics, data, software descriptions, or other materials made available on the Site.
“Institutional Client” means a regulated financial institution, bank, payment service provider, treasury service, or other qualifying B2B entity.
“Private Agreements” means the separate written contracts and licensing agreements executed between the Company and Institutional Clients for the provision of software, licensing, hosting, or related services.
“Services” means the software development, licensing, secure messaging, data verification hosting, and introduction facilitation activities described in the Nature of Business section above, provided exclusively under Private Agreements.
“Site” means the Company’s public websites, online platforms, and any associated pages or portals.
“User,” “You,” or “Your” means the individual or entity accessing the Site.

4. Description of Site and Informational Use Only

The Site provides general information about the Company, its trading names (including Commtrac™), its business activities, and publicly available materials for informational purposes only. No content on the Site constitutes an offer to sell, licence, or provide Services, nor does it form part of any contract except as expressly stated in a Private Agreement. All descriptions of Services are illustrative and subject to the specific terms of applicable Private Agreements. The Company makes no representation that the information on the Site is complete, accurate, or up to date at all times.

5. Intellectual Property Rights

All Content, trademarks (including “Dru Comtell Inc.,” “Commtrac™,” and associated logos), copyrights, patents, trade secrets, software descriptions, designs, and other intellectual property on the Site are owned by or licensed to the Company and are protected by Canadian and international intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable licence to access and view the Site solely for your internal informational purposes and only as permitted under these Terms. You may not reproduce, distribute, modify, create derivative works from, publicly display, or commercially exploit any Content without the Company’s prior written consent. All rights not expressly granted are reserved. Any unauthorised use may violate copyright, trademark, and other laws.

In addition, the Site may provide authorised Institutional Clients with access to restricted client portals or demonstration environments (collectively, “Client Portals”) for the limited purpose of testing new features, evaluating software functionality, or reviewing proposed enhancements in a controlled, non-production setting. Access to any Client Portal is granted solely on a temporary and revocable basis and remains subject to these Terms.

By logging into or accessing any Client Portal (or any restricted area of the Site), you expressly acknowledge and agree that all information, interfaces, software demonstrations, source code elements (if visible), algorithms, workflows, data structures, technical specifications, screenshots, documentation, and any other materials or functionality you observe or interact with constitute highly confidential proprietary information and trade secrets of Dru Comtell Inc. and/or its licensors.

You agree to treat all such information as strictly confidential and to maintain it in confidence under terms equivalent to a non-disclosure agreement. You shall not, without the Company’s prior express written consent:

Copy, reproduce, duplicate, or store any portion of the Client Portal content or functionality outside the authorised portal session;
Disclose, share, publish, or transmit any such information to any third party;
Use any observed information for any purpose other than internal evaluation within your organisation as expressly permitted;
Attempt to reverse engineer, decompile, disassemble, derive the source code from, or otherwise reconstruct any underlying technology, algorithms, or processes displayed or accessible within the Client Portal;
Circumvent, disable, or otherwise interfere with any access controls, usage tracking, or security measures implemented in the Client Portal; or
Use the Client Portal or any information obtained therefrom for competitive analysis, product development, or any commercial purpose that competes with or could reasonably be expected to compete with the Company’s offerings.

Access to Client Portals is provided without requiring a fully executed Private Agreement in all cases; however, by logging in or using any such portal, you automatically and irrevocably agree to be bound by the confidentiality and non-use obligations set forth in this section. These obligations survive any termination of access and continue indefinitely. Any breach of these obligations may result in immediate revocation of access, pursuit of injunctive relief, and liability for damages, including but not limited to legal costs on a solicitor-client basis.

The Company retains all right, title, and interest in and to the Client Portals, their underlying technology, and all intellectual property rights associated therewith. No licence or ownership rights are transferred to you by virtue of granting portal access.

6. User Conduct and Prohibited Activities

You agree to use the Site only for lawful purposes and in a manner consistent with these Terms. Prohibited activities include, without limitation:

Accessing or attempting to access areas of the Site not intended for public use;
Interfering with or disrupting the Site or any servers or networks connected to it;
Uploading or transmitting viruses, malware, or any malicious code;
Attempting to gain unauthorised access to any portion of the Site or the Company’s systems;
Scraping, crawling, or data-mining the Site;
Impersonating any person or entity, including the Company or its representatives;
Engaging in any activity that could damage, disable, overburden, or impair the Site; or
Using the Site in any way that violates applicable laws or these Terms.

The Company reserves the right, in its sole discretion, to monitor, investigate, and take appropriate action (including termination of access) in response to any violation.

7. Privacy and Data Protection

Your privacy is important to us. Any personal information collected through the Site is handled in accordance with the Company’s separate Privacy Policy (available on the Site) and applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and Alberta’s Personal Information Protection Act (PIPA), as applicable. By using the Site, you consent to the collection, use, and disclosure of information as described in the Privacy Policy. The Company does not collect or process personal information in connection with regulated financial services, as no such services are offered. Institutional Clients entering Private Agreements will be subject to additional data protection terms set forth therein.

8. Disclaimers and No Warranties

The Site and all Content are provided on an “as is” and “as available” basis, without any representations, warranties, or conditions of any kind, whether express, implied, statutory, or otherwise. The Company disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, timeliness, or uninterrupted access. The Company does not warrant that the Site will be error-free, secure, or free from viruses or other harmful components. Any reliance on the Site is at your own risk. Information on the Site does not constitute professional, financial, legal, or other advice.

9. Limitation of Liability

To the maximum extent permitted by applicable law, the Company, its directors, officers, employees, agents, and affiliates shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or in connection with your access to or use of the Site, including but not limited to loss of data, profits, or goodwill, even if advised of the possibility of such damages. In no event shall the Company’s aggregate liability exceed CAD $100. These limitations apply regardless of the legal theory (contract, tort, negligence, or otherwise) and survive any termination of these Terms.

The Company may provide access to sandbox, demonstration, testing, or client portal environments (collectively, “Demo Environments”) solely for the purpose of allowing authorised Institutional Clients to evaluate and test new features, software updates, or integration capabilities in a non-production setting.

You acknowledge and agree that any use of Demo Environments is entirely at your own risk. The Company provides these environments on an “as is” and “as available” basis without any warranties of any kind. We are not responsible or liable for any damages, losses, or liabilities arising from or related to your use of Demo Environments, including but not limited to:

Any errors, defects, interruptions, delays, or inaccuracies in the Demo Environments;
Any data loss, corruption, or unintended consequences resulting from testing activities;
Any financial, operational, or reputational harm that may occur if you choose to connect live accounts, test credentials, or institutional systems from your organisation to the Demo Environments;
Any decisions you make regarding which accounts, data feeds, messaging channels, or third-party integrations to test or simulate;
Any incompatibility between your systems and the Demo Environments; or
Any other direct, indirect, incidental, consequential, or punitive damages arising out of or in connection with your access to or activities within the Demo Environments.

You are solely responsible for determining the suitability of the Demo Environments for your testing purposes, for selecting and controlling all test parameters, credentials, and connections, and for implementing appropriate safeguards to protect your own systems, data, and operations. The Company exercises no control over, and assumes no responsibility for, the specific actions, configurations, or connections you choose to make while using the Demo Environments.

Any liability of the Company in connection with Demo Environments is subject to the overall limitation of liability set forth in Section 9 above and shall in no event exceed the amounts stated therein.

10. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: (i) your breach of these Terms; (ii) your use of the Site; (iii) any Content you submit; or (iv) your violation of any applicable law or third-party rights.

11. Termination

The Company may terminate or suspend your access to the Site at any time, with or without notice, for any reason, including breach of these Terms. Upon termination, your right to use the Site ceases immediately. Sections 5, 8, 9, 10, 12, 13, and 14 survive termination.

12. Links to Third-Party Sites

The Site may contain links to third-party websites or resources. These links are provided for convenience only, and the Company does not endorse, control, or assume responsibility for the content, privacy practices, or availability of such sites. Your use of third-party sites is at your own risk and subject to their terms.

13. Governing Law and Dispute Resolution

These Terms and any matters arising out of or related to the Site shall be governed by and construed in accordance with the laws of the Province of Alberta and the applicable federal laws of Canada, without regard to conflict of laws principles. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Alberta, judicial district of Edmonton, for the resolution of any disputes.

14. General Provisions

Entire Agreement: These Terms, together with the Privacy Policy and any Private Agreements (where applicable), constitute the entire agreement between you and the Company regarding the Site.
Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
No Waiver: Failure to enforce any right does not constitute a waiver.
Assignment: You may not assign these Terms without the Company’s prior written consent. The Company may assign freely.
Force Majeure: The Company is not liable for delays or failures due to events beyond its reasonable control (e.g., acts of God, war, or network failures).
Electronic Communications: You consent to receive electronic communications from the Company.
Language: These Terms are drafted in English; any translation is for convenience only.

15. Contact Information

If you have any questions about these Terms, please contact us at:

Dru Comtell Inc.

10180 101st Street NW

Edmonton, Alberta T5J 3S4 Canada

Email: legal@commtrac.net

16. Changes to These Terms

We reserve the right to update or modify these Terms at any time. The “Last Updated” date at the top indicates when changes were made. Your continued use of the Site after changes constitutes acceptance of the revised Terms.

17. Acknowledgment

By using the Site, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. You further acknowledge that Private Agreements govern any actual licensing or use of Services and that these Terms do not create any contractual relationship for the provision of Services.

This public policy is provided for informational purposes and does not constitute legal advice. We recommend that you consult qualified legal counsel to ensure full compliance with applicable privacy laws for your specific circumstances.

Dru Comtell Inc.

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