Terms of Service

These Terms of Service ("Terms") form a binding agreement between Codebeatz Technologies Inc. ("Codebeatz", "we", "us") and the entity or person accessing TovrisAI, our websites and related services (the "Services"). By creating an account, executing an order form, or otherwise using the Services, you agree to these Terms.

If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization. If you do not have that authority, or do not agree to these Terms, you must not use the Services.

Where you have signed a separate written agreement or order form with us, that document controls to the extent it conflicts with these Terms.

• "Customer Data" means all data, documents, evidence, AI system records, AIA answers, policy versions you author and other content you or your authorised users submit to the Services.
• "Output" means content generated by the Services from Customer Data, including findings, result states, confidence scores, explanations and reports.
• "Authorised User" means an individual you permit to use the Services under your subscription.
• "Subscription Term" means the period stated on your order form during which Authorised Users may access the Services.
• "Deployment Mode" means the hosting arrangement selected on your order form: hosted by us in a Canadian cloud region, in your own private cloud, or on your premises.

Subscriptions are sold by the scope set out on your order form, such as the organizations, AI systems and Deployment Mode covered. Fees are invoiced in advance and are non-refundable except as expressly stated in these Terms or required by law.

Unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term, the subscription renews automatically for a further term of equal length at our then-current list price.

You may add organizations, AI systems or services mid-term; additions are prorated to your existing renewal date. Reductions take effect at renewal. Fees are exclusive of taxes, which you are responsible for except for taxes on our net income.

Undisputed invoices are payable within thirty (30) days. We may suspend the Services on ten (10) days' written notice of continued non-payment.

You are responsible for all activity conducted under your account and for ensuring your Authorised Users comply with these Terms. You must not, and must not permit others to:

• Use the Services to violate any applicable law, regulation or third-party right.
• Upload Customer Data you lack the rights or lawful basis to process, including personal data collected without an appropriate legal basis.
• Reverse engineer, decompile or attempt to derive the source code of the Services, except to the extent this restriction is prohibited by law.
• Resell, sublicense or provide the Services to third parties as a service bureau, unless expressly permitted on your order form.
• Circumvent usage limits, rate limits or access controls, or probe the Services for vulnerabilities outside our published disclosure policy.
• Use the Services to develop a competing product, or to benchmark them for publication without our prior written consent.
• Rely on Output to make or fully automate a decision about a person without the human review and approvals your obligations require.

We may suspend access immediately where we reasonably believe continued use presents a security risk, threatens the integrity of the Services, or exposes us to legal liability. We will restore access as soon as the cause is resolved.

As between the parties, you retain all right, title and interest in Customer Data and, subject to your payment of fees, in the Output generated for you. You grant us a limited, non-exclusive licence to host, process and transmit Customer Data solely to provide and support the Services.

We do not use Customer Data or Output to train AI models, and we send them to model providers only as needed for an assessment you start, under terms that prohibit training on them. For Government of Canada organizations, model processing stays in Canadian regions.

We retain all right, title and interest in the Services, including the software, the policy packs we provide and all improvements. Feedback you provide may be used without restriction or obligation to you.

Registry records, findings, reviews and audit logs are Customer Data. You may export them at any time during the Subscription Term in documented formats such as CSV, JSON and PDF.

The Services use large language models to produce Output, including findings, result states, confidence scores and explanations. Output is probabilistic, may contain errors, and is provided as decision support, not as legal, regulatory, audit or professional advice.

Every finding goes to a review queue. You are responsible for reviewing Output before relying on it, for any use of Output in a report to an auditor, oversight body or third party, and for the human oversight that the Directive on Automated Decision-Making, your own policies and applicable law require.

Similar or identical Output may be generated for other customers. We make no claim of exclusivity over Output that does not incorporate your Customer Data.

We maintain administrative, physical and technical safeguards designed to protect Customer Data, including encryption in transit and at rest, role-based access control, tenant isolation and an append-only, hash-chained audit log.

Service level commitments, including availability and support response times, apply where stated on your order form. They do not apply to private-cloud or on-premises Deployment Modes, which you operate.

We will notify you without undue delay after becoming aware of a security incident affecting your Customer Data, and will provide information reasonably necessary for you to meet your own notification obligations.

Each party may receive information of the other that is marked confidential or would reasonably be understood as confidential. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and disclose it only to personnel and advisors bound by comparable obligations.

These obligations do not apply to information that is or becomes public without breach, was lawfully known before disclosure, or is independently developed. Disclosure compelled by law is permitted where the receiving party gives prompt notice, unless legally prohibited from doing so.

Each party warrants that it has the authority to enter into these Terms. We warrant that the Services will perform materially in accordance with our then-current documentation during the Subscription Term.

Except as expressly stated, the Services and Output are provided "as is". To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Services will achieve or maintain compliance with any framework, standard or regulation.

Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, however caused and under any theory of liability.

Each party's aggregate liability arising out of or related to these Terms is limited to the fees paid or payable by you in the twelve (12) months preceding the event giving rise to the claim. These limits do not apply to your payment obligations, either party's breach of confidentiality, or a party's gross negligence, wilful misconduct or fraud.

These Terms run for the duration of your Subscription Term and any renewals. Either party may terminate for material breach that remains uncured thirty (30) days after written notice.

On termination, your access to the Services ends. For ninety (90) days after termination you may request an export of Customer Data; after that period we delete Customer Data in accordance with our retention schedule, except where retention is required by law.

Sections concerning Customer Data ownership, confidentiality, disclaimers, limitation of liability and governing law survive termination.

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts located in Ottawa, Ontario.

Before filing a claim, the parties will attempt in good faith to resolve the dispute through escalation to senior representatives for a period of thirty (30) days.

We may update these Terms to reflect changes to the Services or legal requirements. For material changes we will give at least thirty (30) days' notice by email to your account administrators and by notice in the product. Continued use after the effective date constitutes acceptance.

Questions about these Terms can be sent to privacy@carbonai.com or to Codebeatz Technologies Inc..