Terms of Service

1. Acceptance of Terms

These Terms of Service (the "Terms") constitute a binding agreement between The Soloviev Group Inc. ("XPLAIN", "The Soloviev Group", "we", "us", or "our") and the organization that accesses or uses the Service (the "Customer", "you", or "your").

By accessing or using the Service, or by executing an Order, order form, master subscription agreement, or other ordering document that references or incorporates these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms. The Service is provided on a business-to-business basis and is made available to Customers following a negotiated Order.

If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to "you" and "Customer" refer to that organization. If you do not have such authority, you must not access or use the Service.

Business use only. The Service is offered solely to businesses and other organizations for their internal business purposes. The Service is not offered to, or intended for, consumers. You represent and warrant that you are acquiring and using the Service for commercial or business purposes and not as a consumer.

These Terms operate in conjunction with the applicable Order. Your access to and use of the Service is also subject to our Privacy Policy, which is incorporated into these Terms by reference to the extent permitted by applicable law. Where an executed Order, master subscription agreement, or other written agreement between you and us conflicts with these Terms, that executed agreement governs to the extent of the conflict. With respect to the processing of personal data, an executed Data Processing Addendum (DPA) controls over both these Terms and the Privacy Policy to the extent of any conflict. We may modify these Terms from time to time; where we make material changes, we will use commercially reasonable efforts to provide notice through the Service or by other means, and any changes will take effect in accordance with the applicable Order or upon your continued use of the Service following the effective date of the revised Terms.

2. Definitions

In these Terms, the following capitalized terms have the meanings set out below. Other capitalized terms are defined in context.

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests of the subject entity.
• "Authorized User" means an employee, contractor, or agent of the Customer who is authorized by the Customer to access and use the Service under the Customer's account.
• "Customer Data" means any data, content, configurations, records, logs, files, or other materials that the Customer or its Authorized Users submit to, upload to, or generate within the Service, excluding Aggregated Data and Service materials.
• "Aggregated Data" means data and information that has been de-identified, anonymized, and aggregated such that it does not identify the Customer, any Authorized User, or any individual.
• "Documentation" means the user guides, technical documentation, and usage materials that we make generally available for the Service.
• "Reports" means the reports, dashboards, mappings, and exports generated through the Service.
• "Evidence" means the audit logs, records, artifacts, and supporting materials collected or generated through the Service for governance, audit, or compliance support purposes.
• "Outputs" means the results, recommendations, determinations, and other materials produced by the Service, including any produced with the assistance of third-party AI models or services.
• "Order" means an order form, online order, subscription selection, or other ordering document that describes the Service, subscription plan, fees, and term agreed between the parties.
• "Service" means the XPLAIN software-as-a-service platform, including its hosted software, application programming interfaces (APIs), software development kits (SDKs), Documentation, and related features made available by us, as further described in Section 3.
• "Subscription Term" means the period during which the Customer is authorized to access and use the Service as specified in an Order.

3. Description of Services

XPLAIN is an AI governance and runtime control platform designed to help organizations establish, monitor, enforce, and demonstrate governance controls over AI systems, AI applications, AI agents, and AI-assisted workflows.

Subject to these Terms and any applicable Order, the Service may provide the following functionality:

• AI governance policy management;
• Runtime governance controls;
• AI application and workload inventory;
• Governance control mappings;
• Audit logging and evidence collection;
• Human approval workflows;
• Configuration drift monitoring;
• Agent action authorization controls;
• Context boundary controls;
• Output trust controls;
• Governance reporting; and
• API and SDK integrations.

The specific features available to you depend on the subscription plan and the configuration selected in your Order. We may modify, improve, replace, discontinue, or otherwise evolve features of the Service from time to time. We will not materially reduce the core functionality you have subscribed to during an active paid Subscription Term without providing reasonable notice. Notwithstanding the foregoing, we may implement changes immediately, and without prior notice where prior notice is not practicable, when necessary for security, legal, compliance, infrastructure, or operational reasons.

The Service provides tooling, automation, monitoring, and reporting capabilities. The Service does not make business, legal, compliance, or risk decisions on your behalf, and the operation and outcomes of the Service depend on your configuration, integration, and use.

4. Account Registration and Security

To access the Service, you may be required to create an account and provide accurate, current, and complete registration information. You agree to keep your registration information up to date.

You are responsible for configuring access for your Authorized Users and for ensuring that each Authorized User complies with these Terms. You are responsible for all activity that occurs under your account and your Authorized Users' credentials.

You are responsible for maintaining the confidentiality of all credentials, API keys, tokens, and authentication mechanisms associated with your account. You agree to implement and maintain appropriate administrative, technical, and organizational safeguards within your own environment and to notify us promptly upon becoming aware of any unauthorized access to or use of your account.

You are responsible for the acts and omissions of your Authorized Users in connection with the Service as though they were your own.

5. Subscription Plans and Payment Terms

5.1 Subscription Plans

The Service is offered on a subscription basis. The features, usage limits, subscription plan, and applicable fees are set out in the applicable Order or plan selection.

5.2 Fees

You agree to pay all fees specified in the applicable Order. Except as expressly stated in these Terms, fees are non-cancelable and non-refundable, and quantities purchased cannot be decreased during the relevant Subscription Term.

5.3 Invoicing and Payment

Unless otherwise stated in an Order, fees are due in accordance with the payment terms set out in the Order or, where no such terms are stated, within thirty (30) days of the invoice date. You are responsible for providing complete and accurate billing information.

5.4 Taxes

Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, including value-added, sales, use, or withholding taxes. You are responsible for payment of all such taxes, excluding taxes based on our net income.

5.5 Late Payment

Overdue amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. We may suspend the Service for non-payment in accordance with Section 18.

5.6 Renewal and Changes

Subscriptions may renew as described in the applicable Order. We may modify fees effective as of a renewal term upon prior notice. Changes to plans, usage tiers, or add-ons may result in adjustments to fees.

6. Acceptable Use

You agree not to, and not to permit any Authorized User or third party to:

• use the Service in violation of any applicable law, regulation, or third-party right;
• access or use the Service to build or support a competing product or service, or to copy features, functions, or user interfaces of the Service;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, or algorithms of the Service, except to the extent such restriction is prohibited by applicable law;
• circumvent, disable, or interfere with security-related features or usage limits of the Service;
• introduce malicious code, viruses, or other harmful materials into the Service;
• use the Service to store or transmit infringing, defamatory, or otherwise unlawful material, or to violate the privacy rights of others;
• perform penetration testing, vulnerability scanning, or load testing of the Service without our prior written consent;
• resell, sublicense, rent, lease, or otherwise make the Service available to any third party except as expressly permitted; or
• use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use of the Service.

We may investigate suspected violations of this Section and may suspend or restrict access in accordance with Section 18.

6.1 Export Controls and Sanctions

You represent, warrant, and agree that you will comply with all applicable export control, trade, and economic sanctions laws and regulations. You will not access or use the Service, or permit any Authorized User to do so: (a) from or in any jurisdiction subject to comprehensive sanctions or embargoes; (b) if you or any Authorized User is a person or entity subject to applicable sanctions or restricted-party lists; or (c) for any end use prohibited by applicable export control or sanctions laws.

7. Customer Data and Ownership

7.1 Ownership of Customer Data

As between the parties, you retain all right, title, and interest in and to Customer Data. We do not acquire any ownership rights in Customer Data.

7.2 License to Us

You grant us a limited, non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Data solely to the extent necessary to provide, maintain, secure, and support the Service and to perform our obligations under these Terms.

7.3 Responsibility for Customer Data

You are solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data and for obtaining all rights, consents, and permissions necessary for us to process Customer Data as contemplated by these Terms.

7.4 Data Export

During the Subscription Term, you may export Customer Data using the export functionality made available within the Service or as otherwise described in the Documentation.

7.5 Data Retention and Deletion

Following expiration or termination of the Subscription Term, we will retain Customer Data for a period of thirty (30) days (the "Retention Period") to allow you to export Customer Data. After the Retention Period, we may delete Customer Data in the ordinary course, except where retention is required by applicable law or where Customer Data is contained within backups that are deleted in accordance with our standard backup cycles.

7.6 Aggregated Data

We may collect, generate, and use Aggregated Data for purposes including product improvement, benchmarking, analytics, research, and service optimization. Aggregated Data does not identify you, your Authorized Users, or any individual, and we may retain and use Aggregated Data during and after the Subscription Term.

7.7 Usage and Telemetry Data

We may collect and process telemetry, usage metrics, performance statistics, diagnostic information, and similar operational data relating to access to and use of the Service, in order to operate, secure, monitor, support, and improve the Service. To the extent such data includes personal data, we will process it in accordance with applicable data protection law and any applicable agreement referenced in Section 20.2.

8. Confidentiality

8.1 Definition

"Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that is or becomes publicly available without breach, was rightfully known without confidentiality obligations, is rightfully received from a third party without restriction, or is independently developed without use of the Disclosing Party's Confidential Information.

8.2 Obligations

The Receiving Party will use the Disclosing Party's Confidential Information only to exercise its rights and perform its obligations under these Terms and will protect such information using at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care.

8.3 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided that, where legally permitted, it gives reasonable prior notice to enable the Disclosing Party to seek protective treatment.

9. Intellectual Property Rights

9.1 Our Intellectual Property

As between the parties, we and our licensors retain all right, title, and interest in and to the Service, including all software, templates, methodologies, framework mappings, taxonomies, control libraries, governance models, platform logic, Documentation, and all underlying intellectual property and intellectual property rights therein. No rights are granted to you other than as expressly set out in these Terms.

9.2 Ownership of Customer-Derived Materials

As between the parties, you own Customer Data and the Customer-specific content within Reports, exports, and Evidence to the extent such content is derived from Customer Data. We and our licensors retain all right, title, and interest in and to the software, templates, methodologies, framework mappings, taxonomies, control libraries, governance models, platform logic, and other underlying intellectual property embodied in or used to generate Reports, exports, and Evidence. Nothing in these Terms transfers ownership of our intellectual property to you.

9.3 License to Customer

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for your internal business purposes.

9.4 Feedback

If you provide suggestions, ideas, or feedback regarding the Service, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate such feedback without restriction or obligation to you.

9.5 Open Source Software

The Service may include or incorporate open-source software components. Such components remain subject to the terms of their applicable open-source licenses. Nothing in these Terms is intended to limit, override, or restrict any rights or obligations you may have under an applicable open-source license, and to the extent an open-source license conflicts with these Terms, the open-source license governs solely with respect to the applicable component.

9.6 Reservation of Rights

All rights not expressly granted to you are reserved by us and our licensors.

10. AI Governance and Compliance Disclaimer

10.1 Nature of the Service

XPLAIN is a governance, monitoring, reporting, and control platform. The Service provides tooling to help you organize and operate your own AI governance program.

XPLAIN is not, and does not act as, any of the following:

• a certification body;
• an auditor;
• a legal advisor;
• a regulatory authority; or
• a substitute for professional legal, compliance, security, privacy, risk, or audit services.

XPLAIN does not guarantee that any AI system, AI application, AI agent, AI model, or AI-assisted workflow is compliant, safe, secure, ethical, unbiased, lawful, or fit for any particular purpose. You should obtain independent professional advice appropriate to your circumstances.

10.2 Compliance Framework Disclaimer

Any references, mappings, reports, dashboards, recommendations, controls, evidence, templates, or framework alignments provided through or in connection with the Service that relate to any of the following are provided solely for informational and operational support purposes:

• ISO/IEC 42001;
• ISO/IEC 27001;
• NIST AI Risk Management Framework (NIST AI RMF);
• the EU AI Act;
• the General Data Protection Regulation (GDPR);
• the UK GDPR;
• SOC 2;
• the CSA Cloud Controls Matrix (CSA CCM);
• OWASP;
• PCI DSS;
• HIPAA; and
• any future framework, standard, or regulation.

With respect to all such frameworks, standards, and regulations, you acknowledge and agree that:

• XPLAIN does not certify compliance;
• XPLAIN does not determine compliance;
• XPLAIN does not provide legal interpretations;
• XPLAIN does not provide regulatory approval; and
• you remain solely responsible for your compliance obligations.

10.3 AI System Responsibility Disclaimer

You remain solely responsible for the following, regardless of whether the Service is used:

• your AI systems;
• your AI agents;
• your AI models;
• your AI-assisted workflows;
• your AI outputs;
• your AI recommendations;
• automated decisions;
• human oversight;
• deployment decisions; and
• business decisions.

10.4 No Guarantee of Detection

You acknowledge and agree that the Service does not guarantee the detection, prevention, identification, mitigation, or remediation of any of the following:

• prompt injection attacks;
• model manipulation;
• data leakage;
• hallucinations;
• unauthorized actions;
• configuration drift;
• policy violations;
• security incidents;
• privacy incidents;
• regulatory violations; or
• any other AI-related or cybersecurity-related risk.

10.5 Evidence and Reporting Disclaimer

You acknowledge and agree that:

• Reports generated by the Service may contain automated mappings and interpretations;
• Reports and Evidence generated by the Service may be incomplete and may depend on your configurations and on third-party integrations;
• Evidence generated by the Service must be independently reviewed;
• Reports and Evidence should not be relied upon as the sole basis for any regulatory, certification, audit, legal, or risk decision;
• you remain responsible for validating all Reports and Evidence; and
• you remain responsible for audit preparation, regulatory submissions, certifications, and assessments.

10.6 Runtime Governance Disclaimer

Governance outcomes depend on proper deployment, proper integration, proper configuration, and proper operation of the Service within your environment. We do not control these factors and cannot guarantee governance outcomes.

10.7 Consulting Separation

XPLAIN is owned and operated by The Soloviev Group Inc. You acknowledge and agree that your access to or use of the Service does not create any of the following:

• a consulting relationship;
• a legal advisor relationship;
• an auditor-client relationship; or
• a fiduciary relationship.

Any consulting, advisory, or professional services that The Soloviev Group Inc. may provide are governed by separate written agreements and are not included in, or implied by, these Terms or your use of the Service.

11. Customer Responsibilities

You are solely responsible for the configuration and operation of the Service within your environment, including for the following:

• policies;
• controls;
• governance settings;
• approval workflows;
• enforcement rules;
• risk thresholds;
• user permissions;
• integrations; and
• AI governance decisions.

You are responsible for determining whether the Service is appropriate for your intended use, for validating the outputs and configurations of the Service, and for maintaining appropriate human oversight of all governance and AI-related decisions. You are responsible for compliance with all laws and regulations applicable to your use of the Service and your AI systems.

12. Subprocessors and Third-Party Services

12.1 Engagement of Subprocessors

You acknowledge and agree that we may engage third-party service providers, cloud providers, subprocessors, hosting providers, logging and monitoring providers, AI providers, and other infrastructure vendors to operate, host, support, and improve the Service. We remain responsible for the performance of our obligations under these Terms.

12.2 Subprocessor Information

Where the processing of personal data is involved, information regarding the subprocessors we use and the process for notification of changes may be made available through a Data Processing Addendum, trust or subprocessor page, or other documentation referenced in Section 20.2, as applicable.

12.3 Third-Party AI Providers

The Service may integrate with, or operate alongside, third-party AI models, AI providers, APIs, or services. We do not control, and are not responsible for, the availability, performance, outputs, actions, security, compliance, or behavior of such third-party AI models, providers, or services. Your use of any third-party AI model or service may be subject to that third party's separate terms, and you are responsible for your use of, and reliance on, any such third-party model, service, or output.

12.4 Other Third-Party Services

The Service may interoperate with other third-party products, integrations, or services that you choose to connect or enable. We are not responsible for such third-party products or services, and your use of them is governed by the applicable third party's terms.

12.5 Third-Party Dependencies

The Service may depend on third-party providers, including cloud providers, hosting providers, AI providers, logging providers, identity providers, integration providers, and telecommunications providers. We are not responsible for any outage, delay, interruption, failure, or act or omission attributable to a third-party service that is outside our reasonable control.

13. Security and Service Availability

13.1 Security Measures

We will maintain administrative, technical, and organizational measures designed to protect the Service and Customer Data, consistent with prevailing industry practice for comparable software-as-a-service offerings. You acknowledge that no method of transmission or storage is completely secure and that we do not warrant or guarantee that the Service or Customer Data will be free from unauthorized access, loss, or compromise.

13.2 Security Incident Notification

We will notify you without undue delay after becoming aware of a confirmed Security Incident affecting Customer Data under our control. For purposes of these Terms, a "Security Incident" means a confirmed breach of our security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of, or access to, Customer Data under our control. Our notification or response to a Security Incident is not an acknowledgment of fault or liability.

13.3 Service Availability

We will use commercially reasonable efforts to make the Service available. Unless expressly stated in an executed Service Level Agreement, Order, or other written agreement, the Service is provided without any uptime, availability, response-time, or performance commitment. The Service may be unavailable during scheduled maintenance, emergency maintenance, or due to factors beyond our reasonable control.

13.4 Customer Security Obligations

You are responsible for the security of your own systems, networks, credentials, and integrations, and for configuring the Service in a manner appropriate to your security and risk requirements.

13.5 Audit Rights

Except where required by law or regulation, or as provided in an executed Data Processing Addendum (DPA) or other separate written agreement, you do not have any right to audit XPLAIN or its systems, personnel, subprocessors, infrastructure, security program, or operations. We may, at our discretion, make available security documentation, compliance reports, certifications, attestations, or completed security questionnaires to support your due diligence.

14. Beta and Preview Features

We may make available beta features, preview features, experimental features, or early access functionality (collectively, "Beta Features"). Beta Features are made available to you for evaluation purposes and are clearly distinct from the generally available Service.

You acknowledge and agree that Beta Features:

• are provided on an "as-is" and "as-available" basis;
• may change at any time;
• may be discontinued at any time;
• may not be production ready; and
• carry no availability, support, or performance commitments.

To the maximum extent permitted by applicable law, Beta Features are provided without warranty of any kind, and our liability with respect to Beta Features is excluded to the fullest extent permitted by law. We may, in our sole discretion, modify, suspend, or remove Beta Features at any time without notice or liability.

15. Warranties and Disclaimers

15.1 Mutual Authority

Each party represents that it has the legal authority to enter into these Terms.

15.2 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, INCLUDING ALL CONTENT, REPORTS, MAPPINGS, EVIDENCE, CONTROLS, TEMPLATES, AND BETA FEATURES, IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR ANY OUTPUT, REPORT, OR EVIDENCE WILL ACHIEVE ANY PARTICULAR RESULT, INCLUDING ANY COMPLIANCE, SECURITY, SAFETY, AUDIT, CERTIFICATION, DETECTION, OR RISK-MITIGATION OUTCOME. YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SERVICE AND ANY DECISIONS MADE BASED ON IT.

Some jurisdictions do not allow the exclusion of certain warranties; in such jurisdictions, the foregoing exclusions apply to the maximum extent permitted by applicable law.

16. Limitation of Liability

16.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR LOSS OF ANTICIPATED SAVINGS, IN EACH CASE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16.3 Exceptions

The limitations in this Section do not apply to liability that cannot be limited or excluded under applicable law. Nothing in these Terms limits either party's liability for fraud, fraudulent misrepresentation, or willful misconduct, or your obligation to pay fees due under these Terms.

16.4 Basis of the Bargain

The parties agree that the limitations and exclusions in this Section and elsewhere in these Terms reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties.

17. Indemnification

17.1 By Customer

You will defend, indemnify, and hold harmless XPLAIN and its Affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer Data; (b) your use of the Service in breach of these Terms or applicable law; (c) your AI systems, AI agents, AI models, AI-assisted workflows, outputs, or decisions; or (d) your violation of the rights of any third party.

17.2 By XPLAIN

We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, directly infringes that third party's intellectual property rights, and we will indemnify you for amounts finally awarded against you or agreed in settlement attributable to such claim. This obligation does not apply to claims arising from Customer Data, your configurations, combinations of the Service with non-XPLAIN products or data, or use of the Service in breach of these Terms.

17.3 Procedure

The indemnified party will promptly notify the indemnifying party of the claim, provide reasonable cooperation, and allow the indemnifying party to control the defense and settlement, provided that no settlement imposing liability or obligations on the indemnified party may be entered into without its prior written consent, not to be unreasonably withheld.

18. Suspension and Termination

18.1 Term

These Terms remain in effect for the duration of your Subscription Term and any renewal terms, or until terminated as set out below.

18.2 Suspension

We may suspend or restrict your access to the Service, in whole or in part, where: (a) you fail to pay fees when due; (b) your use poses a security risk or may adversely affect the Service or other customers; (c) we reasonably believe your use violates these Terms or applicable law; or (d) suspension is required by law, regulation, court order, or governmental or regulatory authority. Where practicable, we will provide notice and an opportunity to cure.

18.3 Termination for Cause

Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice of it.

18.4 Effect of Termination

Upon expiration or termination, your right to access and use the Service ceases. You may export Customer Data during the Retention Period set out in Section 7.5. Any fees accrued prior to termination remain payable. Provisions that by their nature should survive termination will survive, including provisions relating to ownership, confidentiality, disclaimers, limitation of liability, indemnification, and governing law.

19. Governing Law and Dispute Resolution

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Quebec, Canada, in respect of any dispute or claim arising out of or in connection with these Terms or the Service, and waive any objection to proceedings in such courts on the grounds of venue or inconvenient forum.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

20. General Provisions

20.1 Entire Agreement

These Terms, together with any Order, the Privacy Policy, and any documents expressly incorporated by reference (including any executed DPA), constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements and understandings on that subject. In the event of a conflict, the following order of precedence applies: (a) an executed Order or master subscription agreement; (b) an executed DPA, with respect to the processing of personal data; (c) these Terms; and (d) the Privacy Policy.

20.2 Privacy and Data Protection

Your use of the Service is subject to our Privacy Policy, which is incorporated into these Terms by reference to the extent permitted by applicable law. Depending on the nature of the data and your location, applicable privacy and data protection obligations may be governed by the Privacy Policy, a Data Processing Addendum (DPA), Standard Contractual Clauses, and other privacy-related agreements executed between the parties, and may implicate laws including Quebec's Law 25, the Personal Information Protection and Electronic Documents Act (PIPEDA), the European Union General Data Protection Regulation (GDPR), and the UK GDPR. Where executed between the parties, a DPA governs the processing of personal data and controls over both these Terms and the Privacy Policy to the extent of any conflict regarding personal data processing.

20.3 Publicity and Marketing

We will not use your name, logo, trademarks, testimonials, or case studies in any marketing or promotional materials without your prior written consent. Any such use is subject to the terms of that consent.

20.4 Assignment

You may not assign or transfer these Terms without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all assets, subject to written notice. We may assign these Terms to an Affiliate or in connection with a corporate reorganization, merger, acquisition, or sale of assets.

20.5 Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental action, or failures of third-party networks, hosting providers, or telecommunications.

20.6 Independent Contractors

The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

20.7 Notices

Notices must be in writing and delivered to the contact details on record or as set out in an Order. Notices to us may be sent using the contact channels identified in Section 21.

20.8 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

20.9 Waiver

No waiver of any provision of these Terms is effective unless in writing, and no failure or delay in exercising any right operates as a waiver of that right.

20.10 No Third-Party Beneficiaries

These Terms do not confer any rights on any third party except as expressly stated.

20.11 Language

The parties confirm that they have required these Terms and all related documents to be drawn up in the English language. Les parties confirment avoir exigé que la présente entente et tous les documents connexes soient rédigés en langue anglaise.

21. Contact Information

If you have questions about these Terms or the Service, or wish to send a notice under these Terms, please contact us using the channels listed on our contact page: